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Partner Communications Co Ltd. Proxy Solicitation & Information Statement 2026

Mar 11, 2026

6974_rns_2026-03-11_1d384c03-49df-4bb3-84dd-ac5ea6eaf586.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. .

March 11, 2026

Partner Communications Company Ltd. ("the Company")

To

Israel Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

Dear Sir/Madam,

Re: Immediate Report regarding the Summoning of a Special General Meeting of the Company's Shareholders

The Company is pleased to announce the summoning of a special general meeting of the Company's shareholders, in accordance with the provisions of the Companies Law, 5759-1999 (hereinafter: the "Companies Law"), the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760-2000 (hereinafter: the "Notice and Announcement Regulations"), the Companies Regulations (Written Voting and Position Statements), 5765-2005 (hereinafter: the "Voting Regulations") and the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: the "Immediate Reports Regulations") and the Securities Regulations (Transaction between a Company and a controlling shareholder), 5761-2001 (hereinafter: the "Transaction with a Controlling Shareholder Regulations"), which will be held on Thursday, April 16, 2026 at 15:00 at the Company's offices at 8 Ha'amal Street, Rosh Ha'ayin, Israel (hereinafter: the "Meeting" or the "General Meeting"), for the purpose of passing the resolution on the item on the agenda of the General Meeting, as detailed in this report below.

Part A - Details regarding the convening of the General Meeting and the text of the proposed resolution

1. The item on the meeting's agenda and a summary of the proposed resolution

Approval of an annual bonus mechanism for the year 2026 for the Company's CEO.

For details regarding the annual bonus mechanism for the year 2026 for the Company's CEO, see below in Part B of the Meeting Summoning Report.

Text of the proposed resolution:

To approve the annual bonus mechanism for the year 2026 for the Company's CEO, Mr. Avi Gabbay.

2. Location and time of the Meeting

The General Meeting will take place on Thursday, April 16, 2026 at 15:00 at the Company's offices at 8 Ha'amal Street, Rosh Ha'ayin (hereinafter: "the Company's offices").

3. The Record Date

The date for determining the eligibility of shareholders to participate and vote in the General Meeting and the adjourned meeting, in accordance with Sections 182(b) and (c) of the Companies Law and Regulation 3 of the Voting Regulations, is the end of the trading day on the Tel Aviv Stock Exchange Ltd. which will fall on Thursday, March 19, 2026 (hereinafter: the


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.

"Record Date"). If no trading takes place on the Record Date, then the Record Date will be the last trading day preceding this date.

1


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.

4. Required Majority

4.1. The required majority for the approval of the proposed resolution on the agenda is in accordance with Section 275(a)(3) of the Companies Law, i.e., an ordinary majority of all the votes of the shareholders present at the meeting, who are entitled to vote and voted at the meeting, in person or by proxy or by means of a voting paper indicating their vote, provided that one of the following is met:

4.1.1. The majority of the votes in the general meeting shall include a majority of the total votes of the shareholders who are not controlling shareholders in the company or have a personal interest in the approval of the resolution, participating in the vote; in counting the total votes of said shareholders, abstaining votes shall not be taken into account;

4.1.2. The total opposing votes among the shareholders mentioned in section 4.1.1 above shall not exceed a rate of two percent (2%) of the total voting rights in the company.

5. Manner of Voting

5.1. The company's shareholders on the record date are entitled to participate and vote at the meeting, in person or by a proxy duly authorized for this purpose (who does not have to be a shareholder in the company, in accordance with the company's articles of association) or by means of a voting paper, subject to the provisions of the company's articles of association, the provisions of the Companies Law and as specified in section 6 below. A shareholder who is not registered in the register of shareholders and whose shares are registered with a TASE member (hereinafter: "unregistered shareholder") may also vote through the electronic voting system as detailed below.

5.2. A document appointing a proxy for voting (hereinafter: "letter of authorization") in a version essentially identical to the version appearing in section 18.2 of the company's articles of association, or in another version where the changes are not material and which is acceptable to the company's board of directors, shall be made in writing and signed by the appointer or by someone authorized in writing. If the appointer is a corporation, the company may demand that a written confirmation, to its satisfaction, be provided regarding the authority of the signatories to bind the corporation. The letter of authorization or a copy thereof certified as a true copy of the original by an attorney holding an Israeli license or a notary, shall be delivered to the company's offices at least 2 business days before the date of the general meeting, or the adjourned meeting, as the case may be.

5.3. In accordance with the Companies Regulations (Proof of Ownership of a Share for Voting at a General Meeting), 5769-2000 (hereinafter: "Proof of Ownership Regulations"), an unregistered shareholder interested in voting at the general meeting will be able to participate in the general meeting himself or through a proxy or by voting in writing, only if he provides the company, before the meeting, with a certification from the TASE member with whom his right to the share is registered, regarding his ownership of the company's shares on the record date, as required under the Proof of Ownership Regulations (hereinafter: "ownership certification"). An unregistered shareholder is entitled to receive the ownership certification from the TASE member through which he holds his shares, at the branch of the TASE member or by mail to his address for delivery fees only, if he so requested, and a request for this purpose shall be given in advance for a specific securities account. It should be noted that according to the Proof of Ownership Regulations, an electronic message approved under Section 44k5 of the Securities Law, 5728-1968 (hereinafter: "Securities Law") regarding data of users of the electronic voting system - shall be deemed an ownership certification for any shareholder included in it.

6. Voting by Means of Voting Papers and Position Statements


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.

6.1. In accordance with the Voting Regulations, the shareholders of the company will be able to vote regarding the resolution on the agenda detailed above by means of proxy cards. The text of the proxy card, attached to this report, and position statements (if any) regarding the said resolution can be found on the Securities Authority distribution site at: www.magna.isa.gov.il (hereinafter: the "Distribution Site") and on the Tel Aviv Stock Exchange Ltd. website (hereinafter: the "Exchange") at maya.tase.co.il (hereinafter: the "Exchange Website"). Shareholders shall be entitled to contact the company directly and receive from it the text of the proxy card and position statements (if any).

6.2. A TASE member shall send, free of charge, by email, links to the text of the proxy card and position statements (if any), on the Distribution Site, to every non-registered shareholder, unless the shareholder has notified that they are not interested in doing so, provided that the notice was given regarding a specific securities account and at a date prior to the record date. Voting shall be done on the second part of the proxy card, as published on the Distribution Site.

6.3. A non-registered shareholder is entitled to receive ownership confirmation from the TASE member through which they hold their shares, at the branch of the TASE member or by mail to their address for shipping fees only, if requested, provided that a request in this matter was given in advance for a specific securities account.

6.4. A proxy card of a non-registered shareholder shall be delivered to the company accompanied by the ownership confirmation, so that the proxy card reaches the company's offices no later than four (4) hours before the time of the meeting assembly.

6.5. A shareholder registered in the register of shareholders shall deliver the proxy card to the company, accompanied by a photocopy of an ID card or a photocopy of a passport or a photocopy of a certificate of incorporation, so that the proxy card reaches the registered office of the company no later than six (6) hours before the time of the meeting assembly.

6.6. A shareholder may contact the registered office of the company, and after proving their identity, withdraw their proxy card and ownership confirmation up to 24 hours before the time of the meeting assembly.

6.7. The final deadline for providing position statements to the company is up to ten (10) days before the time of the meeting assembly.

6.8. The final deadline for providing a position statement on behalf of the company that will include the response of the company's board of directors to the position statements on behalf of the shareholders is no later than five (5) days before the time of the meeting assembly.

7. Voting via electronic proxy card

7.1. As stated above, a non-registered shareholder may vote in relation to the resolution on the agenda as detailed above, via a proxy card that will be transmitted through the electronic voting system as defined in the Voting Regulations, and subject to the conditions set forth in the Voting Regulations (hereinafter: the "Electronic Proxy Card").

7.2. The electronic proxy card opens for voting at the end of the record date. Voting via the electronic voting system will end six (6) hours before the time of the meeting assembly, at which time the electronic voting system will be locked.

7.3. Electronic voting shall be subject to change or cancellation until the time the electronic voting system is locked and cannot be changed via the electronic voting system after this time.


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. .

7.4. If a shareholder voted in more than one way, their later vote shall be counted. For this purpose, a vote by the shareholder himself or by a proxy shall be considered later than a vote via the electronic voting system.

7.5. It should be noted that due to actions taken by the Securities Authority to protect the information systems and computer infrastructure on which the electronic voting system is based, temporary difficulties may arise in accessing the electronic voting system from abroad. A shareholder who wishes to vote and encounters difficulties in accessing the electronic voting system is requested to vote by alternative voting methods, namely by means of a proxy card or by a proxy as detailed in sections 5 and 6 above, or to contact the system's support center at phone 077-2238333.

8. Notice of Personal Interest and Notice of Exceptional Holdings

8.1. A shareholder participating in the vote at the meeting on a resolution on the agenda of the general meeting shall notify the company before the vote at the meeting, or if the vote is via a proxy card – shall mark on the proxy card (in Part B of the proxy card, space is allocated for marking) if he is a controlling shareholder or has a personal interest in the resolution on the agenda and the description of the relevant affiliation. If a shareholder did not notify or did not perform such marking regarding a resolution on the agenda, his vote shall not be included in the vote count of the resolution.

8.2. Furthermore, in accordance with the voting regulations and the Securities Authority's directive dated November 30, 2011, regarding disclosure of the voting manner of interested parties, senior officers, and institutional bodies at meetings (hereinafter: the "Directive"), an interested party, senior officer, and institutional investor, as defined in the regulations and the Directive, voting at the meeting, shall provide the company as part of their vote on a resolution regarding a topic on the agenda of the general meeting, the required details in accordance with the regulations and section 2(b) of the Directive, and if they voted through a proxy, the voter or proxy shall also provide the details regarding the proxy. In addition, details shall be provided regarding any connection between the voter or the proxy (who is not an interested party with a personal interest) and the company or any of the controlling shareholders or any of the senior officers in the company, including employer-employee relations, business relations, etc., and the nature thereof.

8.3. In accordance with the licenses granted to the company by the Ministry of Communications, no direct or indirect control in the company may be acquired, all at once or through a series of transactions, and no means of control may be transferred in a manner that leads to a transfer of control without the consent of the Minister of Communications. Furthermore, no direct or indirect holding of 10% or more of any means of control shall be transferred or acquired all at once or in a series of transactions, without the consent of the Minister of Communications. In addition, according to the said licenses, cross-holding is prohibited such that someone who holds 5% or more of a means of control in the company is not permitted to hold, directly or indirectly, 5% or more of any means of control in a competing cellular operator. Notwithstanding the above, an interested party that is a mutual fund, insurance company, or investment company with a pension fund, may: (1) hold, whether directly or indirectly, up to 10% of any means of control in the company and in a competing cellular operator; or (2) subject to the prior written approval of the Minister of Communications, hold, directly or indirectly, up to 25% of any means of control in the company or in a competing cellular operator, if the Minister considered that competition would not be harmed thereby.

For further details regarding these restrictions, see sections 22.2.10 to 22.2.11 of the Corporate Business Description chapter of the Periodic report for the year 2025, as published on March 10, 2026 (hereinafter: the "Periodic report for 2025").


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.


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.

8.4. In accordance with the provisions of the licenses, the Company's articles of association provide that holdings in means of control that contravene the restrictions set forth in the Company's licenses as aforesaid shall not grant the holder voting rights, and a shareholder participating in a general meeting shall notify the Company prior to the vote (including on the electronic voting paper), or if the voting is via a voting paper – on the voting paper (including an electronic voting paper) – whether their holdings in means of control of the Company, directly or indirectly, contravene any of the restrictions included in the Company's licenses as mentioned in Section 8.3 above. If a shareholder did not provide such notice, they shall not vote and their vote shall not be counted.

9. Quorum and Adjourned Meeting

Two shareholders, present in person or by proxy or via a voting paper, and holding or representing at least 26% of the voting rights in the Company shall constitute a quorum. For the purpose of a quorum, a shareholder or their representative, who also serves as a proxy for other shareholders, shall be considered as two or more shareholders, according to the number of shareholders they represent. If half an hour has passed from the time set for the meeting and a quorum is not found, the meeting shall be adjourned to the same day in the following week (or the first business day thereafter), at the same time and place (i.e., on Thursday, April 23, 2026, at 15:00), without further notice, and at the adjourned meeting, the matters for which the first meeting was called will be discussed (hereinafter: "Adjourned Meeting"). If a quorum is not found at the meeting adjourned as aforesaid after half an hour from the time set for the said Adjourned Meeting, at least one shareholder, present in person or by proxy or via a voting paper, shall constitute a quorum.

10. Controlling Shareholders of the Company

As of the date of publication of the report, the controlling shareholder of the Company is Ampisa Holdings, Limited partnership (hereinafter: "Ampisa"), which holds approximately 21.28% of the issued and paid-up share capital of the Company. Approval for the transfer of control and means of control in the Company and approval to be considered a successor of a founding shareholder in accordance with the Company's general radio-telephone license (RTN), was granted in respect of Ampisa by the Minister of Communications on March 29, 2022.

As of the date of publication of this report, the general partners in Ampisa are: (a) The Israel Shipping and Supply Company Ltd. (hereinafter: "Sapanut"). Sapanut is a private company wholly owned by Nymphaea A.A. Ltd., which is a private company wholly owned by Torel AA Ltd., held equally by Mr. Shlomo Rodav, Chairman of the Company's Board of Directors, and by Mr. Roni Gat and his family members; and (b) Zella Holdings Ltd., a company wholly owned by the CEO of the Company, Mr. Avi Gabbay (hereinafter: "Zella Holdings"). The limited partners in Ampisa are the Phoenix Insurance Group (approx. 37%), Clal (approx. 21.5%), and Menora (approx. 21.5%), Mr. Moshe Arkin through Arkin Holdings Ltd. (approx. 8.6%), Zella Investments held by Mr. Avi Gabbay together with his wife, Ms. Ayelet Gabbay (approx. 10.19%), Sano Bruno's Enterprises Ltd. and Community Master Fund, LP (each with approx. 0.52%).

It should be noted that Sapanut directly holds 500 shares of the Company, Zella Holdings directly holds another 500 shares of the Company, and Zella Investments Ltd. directly holds 1,019,000 of the Company's shares.

In light of the above, the ultimate controlling shareholders of the Company are: (a) Mr. Shlomo Rodav and Mr. Roni Gat, through their (indirect) holding in Sapanut, which is a general partner in Ampisa Holdings, Limited partnership, and (b) Mr. Avi Gabbay through his holding in Zella Holdings, which is a general partner in Ampisa Holdings, Limited partnership.


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. .

11. Changes to the Agenda: Deadline for Submitting a Request to Include an Item on the Agenda by a Shareholder

11.1. After the publication of this notice of meeting report, there may be changes to the agenda, including the addition of items to the agenda, and position statements may be published. In such a case, the updated agenda and position statements can be reviewed in the company's reports published on the distribution site and the TASE website.

11.2. A request by a shareholder pursuant to Section 66(b) of the Companies Law to include an item on the agenda of the general meeting shall be submitted to the company within seven days after the convening of the meeting. If such a request is submitted, the item may be added to the agenda and its details will appear on the distribution site. In such a case, the company will publish a revised notice no later than seven days after the deadline for submitting a shareholder's request to include an item on the agenda, as stated above.

12. Authority of the Securities Authority

12.1. In accordance with the Controlling Shareholder Transaction Regulations, within twenty-one days from the date of submission of this report, the Securities Authority or an employee authorized by it may instruct the company to provide, within the time frame it determines, an explanation, detail, information, and documents, as well as instruct the company to amend the report in the manner and at the time it determines.

12.2. If an instruction was given to amend the report as stated, the Authority may instruct to postpone the date of the meeting as stated in the Controlling Shareholder Transaction Regulations. The company will submit an amendment according to such instruction, send it to the shareholder, and publish a notice on the matter in the manner prescribed in the Controlling Shareholder Transaction Regulations, all unless the Authority has instructed otherwise.

12.3. If an instruction was given regarding the postponement of the meeting's convening date, the company will announce the instruction in an immediate report.

Part B - Details regarding the annual bonus mechanism for the year 2026 of the company's CEO

13. Background

13.1. Mr. Avi Gabbay serves and is employed by the company as the company's CEO on a full-time basis as of June 1, 2022 (hereinafter: the "Company's CEO"). For details regarding the education and main occupations of the company's CEO, see Regulation 26 of Chapter D, Additional Details about the Corporation in the Periodic report for the year 2025.

13.2. On July 28, 2022, the general meeting approved the terms of office and employment of the company's CEO, which included fixed compensation, including the granting of an indemnity and exemption letter. For details, see the meeting summons report dated July 14, 2022 (Reference No.: 2022-02-074442) (hereinafter: the "Fixed Terms of Office and Employment"). On May 5, 2025, the general meeting of the company's shareholders approved the fixed terms of office and employment of the company's CEO, including re-approval of the granting of an indemnity and exemption letter, for an additional period of three years starting from the date of the general meeting, without change relative to the


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.

original fixed terms of office and employment. For additional details, see the immediate report published by the company dated March 12, 2025, and a supplementary report dated April 28, 2025 (Reference Nos.: 2025-01-016552 and 2025-01-029970, respectively).

13.3.

Since his appointment, starting from 2023, the annual bonus for the CEO has been determined each year according to a mechanism for determining eligibility based on meeting pre-determined quantitative targets for that year, subject to the approvals required by law, including the approval of the Compensation Committee, the Board of Directors, and the General Meeting, in accordance with sections 272(c1)(1) and 275(a)(3) of the Companies Law and the CEO being a controlling shareholder in the company.


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. .

Accordingly, the General Meeting approved mechanisms for determining the annual bonus for the CEO for the year 2023 in the report published on March 28, 2023, as updated on April 24, 2023; for the year 2024 in the report published on January 28, 2024, as updated on March 12, 2024; and for the year 2025 in the report published on March 12, 2025, as updated on April 28, 2025.

13.4. The mechanism for determining the annual bonus for 2026 is now brought for approval in accordance with Sections 272(c1)(1) and 275(a)(3) of the Companies Law, including as a transaction between the Company and a controlling shareholder thereof.

13.5. For details regarding the controlling shareholders in the Company, see Section Error! Reference source not found. above.

14. Annual bonus mechanism for the year 2026:

14.1. On March 10, 2026, the Company's Board of Directors approved, following approval by the Compensation Committee dated December 21, 2025, and December 24, 2025, a mechanism for determining eligibility for an annual bonus for Mr. Avi Gabbay for the year 2026, which shall not exceed 18 salaries, for meeting quantitative targets. According to the mechanism brought for approval, the Company's CEO will be entitled to an annual bonus for the year 2026 subject to meeting the quantitative targets detailed below:

14.1.1. The annual bonus will be determined based on the rate of achievement of the Company's Adjusted EBITDA target for the year 2026 in the amount of NIS 1,325 million, according to the Company's annual consolidated financial statements for the year 2026 (hereinafter: the "EBITDA Target"). Regarding the EBITDA target, the effects of "changes in accounting standards" that did not apply in 2025 will be neutralized. In this regard, "changes in accounting standards" - changes in accounting standards during the year for which the bonus is paid or in the interpretation of accounting bodies or the Securities Authority regarding the method of their implementation.¹

14.1.2. Achievement of the EBITDA target or higher will entitle the Company's CEO to an annual bonus for the year 2026 in the amount of 18 gross monthly salaries (hereinafter: the "Bonus Cap").

14.1.3. For achievement of the EBITDA target at a rate of 90% of the EBITDA target, the CEO will be entitled to an annual bonus for the year 2026 in the amount of 80% of the Bonus Cap. For achievement of between 90% and 100% of the EBITDA target, the CEO will be entitled to an annual bonus for the year 2026 calculated linearly. Achievement of less than 90% of the EBITDA target will not entitle the Company's CEO to any annual bonus for the year 2026.

14.1.4. An annual bonus will be paid as long as the Company's CEO works for the Company in 2026 for at least eight months (including during the notice period) and this is according to the relative portion of the work period in 2026 as stated.

14.1.5. The annual bonus will not be considered part of the salary for all intents and purposes, including for calculating severance pay and ancillary conditions of any kind. The bonus will be determined in gross terms and tax will be deducted from it as required by law.


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.

14.1.6. In the event that amounts are paid to the CEO based on data that turns out to be incorrect and is restated in the Company's financial statements within 12 quarters from the date of payment to the CEO, the CEO will be obligated to return to the Company, subject to the Company's demand and within a period of time to be determined by the Compensation Committee.

¹ The Company will calculate the Adjusted EBITDA amount consistently in the same manner as this figure has been calculated until now and according to which it reported the Adjusted EBITDA figure in its annual reports, subject to the neutralization of "changes in accounting standards" as detailed above.

7


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.

And the Board of Directors, or the Company shall be obligated to pay the Company's CEO (as applicable), the difference between the amount actually paid and the amount he was originally entitled to (net, excluding deducted taxes), in accordance with said restatement. Without derogating from the generality of the foregoing, the Company shall be entitled to deduct and/or offset the said amounts, at once and/or in installments, from any amount made available to and/or to the credit of the CEO.

14.2. Simulation for the application of the annual bonus mechanism for the year 2026 on the years 2024 and 2025:

Insofar as the annual bonus mechanism and targets for the year 2026 had been applied to the 2024 results, the CEO would not have been entitled to an annual bonus.

Insofar as the annual bonus mechanism and targets for the year 2026 had been applied to the 2025 results, the CEO would have been entitled to 84.82% of the annual bonus cap.

  1. Procedure for approving the terms of office and employment for the CEO:

15.1. Materials presented to the Remuneration Committee and the Board of Directors

Within the framework of the meetings of the Remuneration Committee and the Board of Directors, the following data and information, among others, were reviewed and examined:

15.1.1. Terms of office of the Company's CEO;

15.1.2. The Company's remuneration policy;

15.1.3. Terms of employment of employees in the Company (including the data required for reference in accordance with Amendment No. 20 to the Companies Law);

15.1.4. Comparative market survey for CEO remuneration, according to an examination and review conducted by an independent external remuneration consultant, Prof. Moshe Zviran (hereinafter: the "External Consultant"), who examined the actual terms of office and employment of CEOs in companies with characteristics similar to the Company, both in their scope of activity and in the nature of their activity, close to the re-approval of the CEO's terms of office and employment once every three years for the purpose of bringing them before the General Meeting held on May 5, 2025 (hereinafter: the "Comparative Survey"). For the purpose of creating the Company's comparison group, remuneration data of 16 companies were taken, taking into account the main characteristics of the Company, including the size of the Company, the nature of the Company's activity, and the turnover of activity, in accordance with the provisions of Section 5.4.1 of the Remuneration Policy.


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..

15.2. Details of Remuneration

Below is a summary of the expected remuneration (based on what is known at the time of the Board of Directors' decision to approve the terms of tenure and employment of the Company's CEO, including the approval of the annual bonus mechanism for 2026 as stated in this report) to be recorded in the Company's financial reports for his term of office in 2026, provided that the resolution on the agenda is approved by the Meeting and the CEO serves in his position until the end of 2026 (in terms of cost, in thousands of NIS):

Remuneration for services in terms of cost Recipient details
Total Other (4) Share-based payment (3) Bonus (2) Salary (1) Holding percentage in the corporation's capital (%) Scope of position (%) Role Name
6,212 324 298 3,033 2,557 (5) 100% Company CEO Mr. Avi Gabbay

(1) The salary component includes the following components: gross salary, social and ancillary contributions as customary in the Company (such as vacation days, convalescence pay, executive insurance, study fund, pension, severance pay, loss of working capacity insurance, payments for social security, medical insurance, telephone, tax gross-up for benefits, etc.);
(2) Bonus - The amount specified in the table is the bonus cap; for details regarding the mechanism for determining the bonus for 2026, see section 14 above. It should be noted that the CEO's monthly salary is linked to the increase in the index, and therefore the annual bonus cap may be updated accordingly;
(3) The amount specified in the table above in the "Share-based payment" column expresses the expenses expected to be recorded in the Company's consolidated financial reports for the relevant period due to share-based remuneration, based on the fair value of the relevant warrants at the time of the Board of Directors' approval for their grant, in accordance with accounting rules regarding share-based remuneration. Given a linear distribution of the fair value of the relevant warrants at the time of the Board of Directors' approval for their grant (in 2023) over the vesting years of the warrants and not a distribution according to the accounting expense, the total expected remuneration cost in 2026 is NIS 6,591 thousand;
(4) Other - car expenses;
(5) For details see section 10 above.


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.

15.3. Details Required in Accordance with the Regulations for a Transaction with a Controlling Shareholder

15.4. Identity of the Controlling Shareholder

For details, see Section 10 above.

15.5. Nature of the Personal Interest of the Controlling Shareholder

To the best of the Company's knowledge, Ampisa, the controlling shareholder, may be considered as having a personal interest in the decision regarding the approval of the annual bonus mechanism for the Company's CEO for the year 2026, due to the fact that a company fully owned by the Company's CEO constitutes a general partner in Ampisa.

15.6. Names of the Directors Having a Personal Interest in the Transaction and the Nature of Their Personal Interest

The Chairman of the Board, Mr. Shlomo Rodav, has a personal interest in the approval of the CEO's annual bonus mechanism, as a company in which he holds 50% indirectly is one of the general partners in Ampisa and the second general partner is a company fully owned by the CEO.

15.7. Manner of Determining the Terms of Office and Employment and the Annual Bonus Mechanism for 2026 and the Reasons of the Remuneration Committee and the Company's Board of Directors

For details regarding the reasons of the Remuneration Committee and the Board of Directors, see Section 16 below.

15.8. Required Approvals for the Transaction

The approvals required for the approval of the transaction are the approval of the Company's Remuneration Committee received on December 21, 2025, and on December 24, 2025, the approval of the Company's Board of Directors received on March 10, 2026, and the approval of the general meeting of shareholders summoned in this report by a special majority as detailed in Section 4.1 above.

15.9. Similar Transactions in the Previous Two Years

Transactions of the type of the transaction or similar transactions, between the Company and the controlling shareholder or in which the controlling shareholder had a personal interest, which were signed within the two years prior to the date of approval of the transaction by the Board of Directors or which are still in effect at this time:

15.9.1. On March 21, 2024, the general meeting of the Company's shareholders approved an annual bonus mechanism for the year 2024.

15.9.2. On May 5, 2025, the general meeting of the Company's shareholders approved the terms of office and employment of the Company's CEO, including an annual bonus mechanism for the year 2025. Additionally, the general meeting approved the terms of office of the Chairman of the Board, Mr. Shlomo Rodav, for a period of 3 years from the date of approval of the general meeting, as well as the terms of office of Mr. Doron Steiger, as a director in the Company. For further details, see Regulation 21 and Regulation 29a of Chapter D, Additional details about the corporation in the Periodic report of the company for the year 2025.

15.10. Names of the Directors who Participated in the Decisions of the Remuneration Committee and the Board of Directors


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15.10.1. The members of the Compensation Committee who participated in the discussions and in the approval of the decision are: Jonathan Kolodny (Committee Chair, External Director), Anat Cohen-Specht (Independent Director), and Roly Kliger (External Director).

15.10.2. The members of the Board of Directors who participated in the discussion and in the approval of the decision are: Anat Cohen-Specht (Independent Director), Gideon Kadosi (Independent Director), Jonathan Kolodny (External Director), Roly Kliger (External Director) and Doron Steiger.

The decision was approved unanimously by the Compensation Committee and the Board of Directors.

16. Main reasons of the Compensation Committee and the Board of Directors for approving the employment terms of the Company's CEO

16.1. The Compensation Committee and the Board of Directors approved the annual bonus mechanism of the Company's CEO as they believed it serves the Company's best interest and is reasonable under the circumstances, noting the following reasons:

16.2. The mechanism for determining the annual bonus for the CEO is determined annually and is brought in advance for the approval of the General Meeting after the approval of the Compensation Committee and the Board of Directors.

16.3. The mechanism for determining the annual bonus was determined considering the type of Company, the size of the Company which employs many employees, the complexity of the Company's activities given that the Company operates in highly competitive market conditions and the scope of its activities. The annual bonus mechanism is not materially different from the annual bonus mechanism approved for the CEO for the year 2025.

16.4. As part of the examination of the mechanism for determining the annual bonus, compensation data of similar companies were also examined, including data regarding the annual bonus component customary in the industry, through the comparative survey as stated in Section 15.1.4 above, the findings of which are still relevant. This examination revealed that the employment terms of the Company's CEO, in all its components, are in the 30th percentile compared to the employment terms of other CEOs in the companies included in the comparative survey.

16.5. The Compensation Committee and the Company's Board of Directors believed that the overall employment terms, including the proposed annual bonus mechanism, are consistent with the Company's compensation policy and in accordance with its goals.

16.6. The process for approving the annual bonus mechanism was determined while examining and referring to the salary cost of the rest of the Company's employees, and in particular the ratio to the average salary and the median salary of said employees. Within this framework, it was found that the said compensation gaps, even considering the variable compensation component, do not adversely affect labor relations in the Company given the complexity of the position, his contribution and the scope of the CEO's responsibility.

16.7. In accordance with Section 275(d) of the Companies Law, the Compensation Committee and the Board of Directors examined whether the engagement includes a distribution, as defined in the Companies Law, and determined that it does not include a distribution.


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16.8. In light of all the above, the Compensation Committee and the Company's Board of Directors believed that the annual bonus component for the CEO is reasonable and fair under the circumstances and is for the benefit of the Company and consistent with the Company's compensation policy.

  1. Inspection of Documents

11


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.

This report and the full version of the proposed resolution on the agenda of the meeting may be reviewed at the company's offices on Sundays-Thursdays, between the hours of 09:00-16:00 and by prior arrangement at tel: 054-7814191, until the day of the meeting. In addition, this report may be reviewed on the distribution site and the TASE website as mentioned above.

Sincerely,

Partner Communications Company Ltd.

Names of Signatories:

Ravid Hara, Chief Legal Counsel and Company Secretary

Appendices:

Appendix A - Voting Paper

12


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.

Appendix A

Partner Communications Company Ltd.

("the Company")

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

Part One

1. Name of the Company

Partner Communications Company Ltd.

2. Type of General Meeting, Time and Location of Convocation

Annual and special general meeting of the shareholders of the Company, which will convene on Thursday, April 16, 2026, at 15:00 (hereinafter: the "Meeting" or the "General Meeting") at the Company's offices at 8 Ha'amal Street, Rosh Ha'ayin, Israel (hereinafter: the "Company's Offices").

3. Specification of the Item on the Agenda for which Voting may be Conducted via Voting Paper and the Proposed Resolution Wording

Approval of an annual bonus mechanism for the year 2026 for Mr. Avi Gabbay, the Company's CEO.

For further details regarding this item, see Section 1 and Part B of the Summons Report.

For further details regarding the items on the Meeting's agenda, see the Summons Report, on the Distribution Site of the Israel Securities Authority at: www.magna.isa.gov.il (hereinafter: the "Distribution Site") and on the Tel Aviv Stock Exchange Ltd. website at: maya.tase.co.il (hereinafter: the "TASE Website").

4. The Place and Hours during which the Full Version of the Proposed Resolution Can Be Inspected

This report and the full version of the proposed resolution on the Meeting's agenda and the version of the declarations of the candidates for office can be inspected at the Company's offices on Sundays-Thursdays, between the hours of 09:00-16:00 and by prior coordination at Tel: 054-7814191, until the day of the Meeting. Furthermore, this report can be reviewed on the Distribution Site and the TASE Website.

5. The Majority Required for Adopting the Resolution on the Agenda, for which Voting may be Conducted via Voting Paper

5.1.

The majority required for approval of the proposed resolution on the agenda is in accordance with Section 275(a)(3) of the Companies Law, namely an ordinary majority of all the votes of the shareholders present at the Meeting, who are entitled to vote and who vote at the Meeting, in person or by proxy or via a voting paper indicating their vote, provided that one of the following is met:


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.

5.1.1. The count of the majority votes in the General Meeting shall include a majority of all the votes of the shareholders who are not controlling shareholders in the Company or who do not have a personal interest in the approval of the resolution, who participate in the vote; in the count of all the votes of the aforementioned shareholders, the votes of those abstaining shall not be taken into account;


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.

5.1.2. The total number of opposing votes among the shareholders stated in Section 5.1.1 above shall not exceed a rate of two percent (2%) of the total voting rights in the company.

6. Note regarding the shareholder being a controlling shareholder in the company or having a personal interest

6.1. A shareholder participating in the vote at the meeting on a resolution on the agenda shall notify the company before the vote at the meeting, or if the vote is by means of a voting paper – shall mark on the voting paper (Part B of the voting paper has a space for marking) whether he is a controlling shareholder or has a personal interest in the resolution on the agenda and the description of the relevant affiliation. If a shareholder did not notify or no marking was performed as stated regarding a resolution, his vote shall not be included in the count of votes for that resolution.

6.2. Furthermore, in accordance with the Voting Regulations and the Israel Securities Authority Directive dated November 30, 2011, regarding disclosure of the voting manner of interested parties, senior officers, and institutional bodies at meetings (hereinafter: "Directive"), an interested party, senior officer, and institutional investor, as defined in the Regulations and the Directive, who vote at the meeting, shall provide the company, as part of their vote on a resolution on the agenda, the details required in accordance with the Regulations and Section 2(b) of the Directive, and if they voted through a proxy, the voter or proxy shall also provide the details regarding the proxy. Furthermore, details shall be provided regarding any connection between the voter or the proxy (who does not have a personal interest) and the company or any of the controlling shareholders or any of the senior officers in the company, including employer-employee relations, business relations, etc., and a description of their nature.

7. Notice regarding irregular holdings

A shareholder is required to declare, before voting at the meeting, or if the vote is by means of a voting paper – shall mark on the voting paper (Part B of the voting paper has a space for marking), if his holdings of means of control in the company, directly or indirectly, contradict any of the restrictions included in the company's licenses as stated in Section 8.3 of the summoning report. If a shareholder did not notify as stated, he shall not vote and his vote shall not be counted.

8. Quorum and adjourned meeting

Two shareholders, present in person or by proxy or via a voting paper, and holding or representing at least 21.28% of the voting rights in the company, shall constitute a quorum. If half an hour has passed from the time set for the meeting and a quorum is not present, the meeting shall be adjourned to the same day in the following week (or the first business day thereafter), at the same time and place (namely, on Thursday, April 23, 2026, at 15:00), without further notice, and at the adjourned meeting, the matters for which the first meeting was called shall be discussed (hereinafter: "Adjourned Meeting"). If a quorum is not present at the adjourned meeting as stated after half an hour from the time set for the adjourned meeting as stated, at least one shareholder, present in person or by proxy or by means of a voting paper, shall constitute a quorum.

9. The Record Date

The date for determining the eligibility of shareholders to participate and vote in the general meeting and the adjourned meeting, in accordance with Sections 182(b) and (c) of the Companies Law and Regulation 3 of the Voting Regulations, is Thursday, March 19, 2026


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.

(hereinafter: "Record Date"). If no trading takes place on the record date, then the record date shall be the last trading day preceding this date.


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. .

10. Voting Method and Validity of the Proxy Card

10.1. A shareholder who is not registered in the shareholder register and whose shares are registered with a TASE member (hereinafter: "Unregistered Shareholder"), is entitled to receive ownership confirmation from the TASE member through which he holds his shares, at the branch of the TASE member or by mail or for delivery fees only, if requested, and a request for this purpose shall be given in advance to a specific securities account.

10.2. Regarding an unregistered shareholder, the proxy card will be valid only if ownership confirmation as mentioned is attached to it or if such ownership confirmation was sent to the Company via the electronic voting system. A proxy card of an unregistered shareholder will be delivered to the Company along with the ownership confirmation, so that the proxy card reaches the Company's offices no later than four (4) hours before the time of the meeting.

10.3. Regarding a shareholder registered in the shareholder register, the proxy card will be valid only if a photocopy of the ID card or passport of the registered shareholder is attached, or in the case of a corporation - a photocopy of the certificate of incorporation. A proxy card of a registered shareholder will be delivered to the Company along with a photocopy of the ID card or a photocopy of his passport or a photocopy of the certificate of incorporation, so that the proxy card reaches the registered office of the Company no later than six (6) hours before the time of the meeting.

11. Voting via the Electronic Voting System

11.1. An unregistered shareholder may vote on a resolution on the agenda as detailed above, using a proxy card that will be transmitted via the electronic voting system as defined in the Voting Regulations, and subject to the conditions set forth in the Voting Regulations (hereinafter: the "Electronic Proxy Card").

11.2. The electronic proxy card is opened for voting at the end of the Record Date. Voting via the electronic voting system will end six (6) hours before the time of the meeting, at which time the electronic voting system will be locked.

11.3. Electronic voting will be subject to change or cancellation until the electronic voting system is locked and cannot be changed via the electronic voting system after this time.

11.4. If a shareholder has voted in more than one way, his later vote will be counted. For this purpose, a vote by the shareholder himself or by a proxy shall be considered later than a vote via the electronic proxy card.

11.5. It should be noted that due to actions taken by the Israel Securities Authority to protect information systems and computer infrastructure upon which the electronic voting system is based, temporary difficulties may arise in accessing the electronic voting system from abroad. A shareholder who wishes to vote and encounters difficulties accessing the electronic voting system is requested to vote via the alternative voting methods, i.e., via a proxy card as detailed in Section 10 above or by a proxy as detailed in Section 5 of the Meeting Convocation Report or by contacting the system's support center at telephone 077-2238333.

12. The Company's Address for Delivering Proxy Cards and Position Statements


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. .

At the Company's offices at 8 HaAmal St., Rosh HaAyin, Israel.

3


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.

13. The deadline for submitting position statements to the company by a shareholder and the response of the Board of Directors

The deadline for submitting position statements to the company is up to ten (10) days before the meeting date. The deadline for submitting a position statement on behalf of the company, which will include the response of the company's Board of Directors to the position statements on behalf of the shareholders, is no later than five (5) days before the meeting date.

14. The addresses of the websites where the proxy statements and position statements are located

The version of the proxy statement and position statements, to the extent there are any, can be found on the distribution site and the TASE website.

15. Receipt of proxy statements and position statements

An unregistered shareholder is entitled to receive by email (to the address held by the TASE member) free of charge a link to the version of the proxy statement and position statements on the distribution site, from the TASE member through whom they hold their shares, unless they have notified the TASE member that they are not interested in doing so, provided that the notice was given regarding a specific securities account and at a time prior to the Record Date. Their notice regarding proxy statements will also apply to the receipt of position statements.

16. Inspection of proxy statements

One or more shareholders holding on the Record Date shares at a rate constituting five percent (5%) or more of the total voting rights in the company (i.e., approximately 9,367,299 ordinary shares of NIS 0.01 par value each of the company or more), as well as whoever holds such a rate out of the total voting rights not held by the controlling shareholder in the company as defined in Section 268 of the Companies Law (i.e., approximately 7,374,159.95 ordinary shares of NIS 0.01 par value each of the company or more), is entitled to inspect by themselves or through a proxy on their behalf, after the convening of the general meeting, the proxy statements and voting records via the electronic voting system that reached the company, at the company's registered office, on Sundays - Thursdays, during regular business hours.

17. Changes to the meeting agenda

After the publication of the proxy statement, there may be changes to the agenda, including the addition of an item to the agenda, and position statements may be published. In such a case, the updated agenda and the position statements may be inspected in the company's reports that will be published on the distribution site and the TASE website.

18. Deadline for submitting an amended proxy statement

If a request is made to add an item to the meeting agenda, then the company will publish an updated proxy statement as stated at the time of publication of the updated meeting agenda, which will be in accordance with the schedules set forth in Section 5b of the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Adding an Item to the Agenda), 5760 - 2000.

19. Cancellation of a proxy statement

A shareholder may contact the company's registered office, and after proving their identity, withdraw their proxy statement and ownership certificate up to 24 hours before the meeting time.

A shareholder will indicate their voting manner regarding the items on the agenda in the second part of the proxy statement.


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.


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. .

Voting Card - Part Two

Company Name: Partner Communications Company Ltd.

Company Address (for delivery and mailing of voting cards): 8 Ha'amal Street, Rosh Ha'ayin, Israel.

Company No.: 520044314.

Meeting Date: Thursday, April 16, 2026, at 15:00, or at the adjourned meeting date.

Meeting Type: Special General Meeting.

Record Date: Thursday, March 19, 2026. If no trading takes place on the record date, the record date shall be the last trading day preceding this date.

Shareholder Details

  1. Shareholder Name:

(as recorded in the identity documents or at the Registrar of Companies, as applicable)

  1. ID No.:

3. If the shareholder does not have an Israeli ID card

Passport No.:

Country of issue:

Valid until:

4. If the shareholder is a corporation

Corporation No.:

  1. Interested party, senior officer and institutional investor: Please indicate whether you are:
Yes * No
Interested party (as defined in Section 1 of the Securities Law, 5728 - 1968)
Senior officer (as defined in Section 37(d) of the Securities Law, 5728 - 1968)
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, and also a manager of a joint investment trust fund (as defined in the Joint Investment Trust Law, 5754-1994)
  • If the answer is affirmative - please provide details regarding any connection between the voter (who does not have a personal interest) or their proxy and the Company or any of the controlling shareholders or senior officer, including employer-employee relationships, business relationships, etc., and detail their nature:

  • If your holding of control means in the Company, directly or indirectly, contradicts any of the restrictions included in the Company's licenses granted by the Ministry of Communications as stated in Section 8.3 of the Summoning Report:

Yes * No

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.


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. .

Voting Method

No. The item on the agenda and its number in Part A of the voting paper Voting Method^{1} Are you a controlling shareholder or have a personal interest in the resolution^{2}
For Against Abstain Yes** No
1. Approval of an annual bonus mechanism for the year 2026 for Mr. Avi Gabbay, the Company's CEO, as detailed in Section 3 above.
  • If no answer is given to this question or if a positive answer is given, your vote will not be counted.
    ** If the answer is positive - please specify by virtue of what you are considered a controlling shareholder or someone on its behalf or why you have a personal interest in the resolution:

For shareholders holding shares through a TASE member according to Section 177(1) of the Companies Law - this voting paper is valid only when accompanied by a confirmation of ownership or if a confirmation was sent to the Company via the electronic voting system.

For shareholders registered in the Company's shareholder register - a voting paper is valid only when accompanied by a copy of the ID card/passport/incorporation certificate, as applicable.

Date

Signature

1 Failure to mark will be considered as abstaining from voting on that item.
2 A shareholder who does not fill out this column or fills out "Yes" and does not specify, their vote will not be counted.

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