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Partner Communications Co Ltd. — Proxy Solicitation & Information Statement 2026
Mar 11, 2026
6974_rns_2026-03-11_924037c6-fc51-40df-b71d-1b75b8e2cb80.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.
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
- Name of the Company
Partner Communications Company Ltd.
- Type of General Meeting, its date and place of convening
Annual and Special General Meeting of the Company's shareholders, 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").
- Specification of the item on the agenda for which voting by proxy card is possible and the text of the proposed resolution
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 provisions of the Summons Report, on the distribution website of the Israel Securities Authority at: www.magna.isa.gov.il (hereinafter: the "Distribution Website") and on the Tel Aviv Stock Exchange Ltd. website at: maya.tase.co.il (hereinafter: the "Exchange Website").
- The place and times at which the full text of the proposed resolution may be reviewed
This report and the full text of the proposed resolution on the Meeting's agenda and the text of the declarations of the candidates for office may be reviewed at the Company's offices on Sundays-Thursdays, between 09:00-16:00 and by prior arrangement by phone: 054-7814191, until the day of the Meeting.
Furthermore, this report may be reviewed on the Distribution Website and the Exchange Website.
- The majority required for the adoption of the resolution on the agenda, for which voting by proxy card is possible
5.1. The majority required 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
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. .
proxy or via proxy card indicating the manner of their vote, provided that one of the following is met:
5.1.1.
The majority of 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 have a personal interest in the approval of the resolution, who participate in the vote; in the count of all the votes of said shareholders, abstaining votes 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 opposing votes from the shareholders mentioned in section 5.1.1 above shall not exceed a rate of two percent (2%) of the total voting rights in the company.
- 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 via a voting paper – shall mark on the voting paper (in Part B of the voting paper, a space is allocated for marking) whether they are a controlling shareholder or have a personal interest in the resolution on the agenda and the description of the relevant affiliation. If a shareholder did not notify or if such marking was not made regarding a resolution, their vote shall not be included in the count of votes for that resolution.
6.2. Furthermore, in accordance with the voting regulations and the Securities Authority instruction dated November 30, 2011, regarding disclosure of the voting manner of interested parties, senior officers, and institutional bodies at meetings (hereinafter: the "Instruction"), an interested party, senior officer, and institutional investor, as defined in the regulations and the instruction, who vote at the meeting, shall provide the company as part of their vote on a resolution on the agenda with the details required according to the regulations and section 2(b) of the instruction, and if they voted via a proxy, the voter or proxy shall also provide the details regarding the proxy. Additionally, a detail 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 the nature thereof.
- Notice regarding irregular holdings
A shareholder is required to declare, before the vote at the meeting, or if the vote is via a voting paper – shall mark on the voting paper (in Part B of the voting paper, a space is allocated for marking), if their holdings of means of control in the company, directly or indirectly, contradict any of the restrictions included in the company's licenses as mentioned in section 8.3 of the meeting notice report. If a shareholder did not notify as stated, they shall not vote and their vote shall not be counted.
- Quorum and adjourned meeting
Two shareholders, present in person or by proxy or by 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 found, the meeting shall be adjourned to the same day next week (or the first business day thereafter), at the same time and at the same 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 shall be discussed (hereinafter: the "Adjourned Meeting"). If a quorum is not found at the adjourned meeting as stated after half an hour from
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. .
the time set for the adjourned meeting as stated, at least one shareholder, present in person or by proxy or by voting paper, shall constitute a quorum.
- 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 (hereinafter: the "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 Voting 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 proof of ownership from the TASE member through which they hold their shares, at the TASE member's branch or by mail to their address for shipping fees only, if requested, and a request for this matter shall be given in advance to a specific securities account.
10.2. For an Unregistered Shareholder, the voting card will be valid only if proof of ownership as mentioned is attached to it or if proof of ownership as mentioned was sent to the Company via the electronic voting system. An Unregistered Shareholder's voting card shall be delivered to the Company together with the proof of ownership, such that the voting card reaches the Company's offices no later than four (4) hours before the time of the meeting's convening.
10.3. For a shareholder who is registered in the shareholder register, the voting card will be valid only if a copy of the ID card or passport of the registered shareholder is attached to it, or in the case of a corporation - a copy of the certificate of incorporation. A registered shareholder's voting card shall be delivered to the Company together with a copy of an ID card or a copy of their passport or a copy of a certificate of incorporation, such that the voting card reaches the Company's registered office no later than six (6) hours before the time of the meeting's convening.
11. Voting in the Electronic Voting System
11.1. An Unregistered Shareholder may vote regarding a resolution on the agenda as detailed above, via the voting card that will be transferred in the electronic voting system as defined in the Voting Regulations, and subject to the conditions set forth in the Voting Regulations (hereinafter: "Electronic Voting Card").
11.2. The Electronic Voting Card is opened for voting at the end of the Record Date. Voting through the electronic voting system will end six (6) hours before the time of the meeting's convening, at which time the electronic voting system will be locked.
11.3. 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.
11.4. If a shareholder voted in more than one way, their later vote will be counted. For this purpose, a vote by a shareholder themselves or via a proxy shall be considered later than a vote via the electronic voting card.
11.5. It should be noted that due to actions taken by the Securities Authority to protect the information systems and computer
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. .
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 via alternative voting methods, namely via a voting card as detailed in Section 10 above or by a proxy as detailed in Section 5 of the Meeting Invitation Report or by contacting the system's support center at telephone 077-2238333.
12. The Company's Address for Delivery of Voting Cards and Position Statements
At the Company's offices at 8 HaAmal Street, Rosh HaAyin, Israel.
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 Notices to the Company by a Shareholder and the Board of Directors' Response
The deadline for submitting position notices to the Company is up to ten (10) days before the date of the meeting. The deadline for submitting a position notice on behalf of the Company that will include the response of the Company's Board of Directors to the position notices on behalf of the shareholders is no later than five (5) days before the date of the meeting.
14. The Web Addresses Where the Proxy Statements and Position Notices Are Located
The text of the proxy statement and position notices, as far as there will be any, can be found on the Distribution Site and the Stock Exchange site.
15. Receipt of Proxy Statements and Position Notices
An unregistered shareholder is entitled to receive via email (to the address held by the TASE member) without charge a link to the text of the proxy statement and the position notices on the Distribution Site, from the TASE member through which he holds his shares, unless he notified the TASE member that he is not interested in doing so, provided that the notice was given regarding a specific security account and at a time prior to the record date. His notice regarding the proxy statements will also apply to the receipt of position notices.
16. Inspection of Proxy Statements
One or more shareholders holding on the record date shares in 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 that are 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 himself or through a proxy on his behalf, after the convening of the general meeting, the proxy statements and the voting records through the electronic voting system that reached the Company, at the Company's registered office, on Sundays - Thursdays, during accepted business hours.
17. Changes in the Meeting Agenda
After the publication of the proxy statement, there may be changes in the agenda, including adding a topic to the agenda, and position notices may be published. In such a case, it will be possible to inspect the updated agenda and the position notices in the Company's reports to be published on the Distribution Site and the Stock Exchange site.
18. Deadline for Submitting an Amended Proxy Statement
If adding a topic to the meeting agenda is requested, 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 timelines set in Section 5b of the Companies Regulations (Notice and Announcement of a
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.
General Meeting and a Class Meeting in a Public Company and Adding a Topic to the Agenda), 5760 - 2000.
19. Cancellation of a Proxy Statement
A shareholder may contact the Company's registered office, and after proving his identity, withdraw his proxy statement and his ownership certificate up to 24 hours before the time of the meeting's convening.
A shareholder shall indicate the manner of his voting regarding the topics 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. .
Voting Proxy - Part Two
Company Name: Partner Communications Ltd.
Company Address (for delivery and mailing of voting proxies): 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 occurs on the record date, then the record date shall be the last trading day preceding this date.
Shareholder Details
- Shareholder Name:
(As registered in the identification documents or with the Registrar of Companies, as applicable)
-
ID No.:
-
If the shareholder does not have an Israeli ID card:
Passport No.:
Country of issue:
Valid until:
- If the shareholder is a corporation
Corporation No.:
- 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 Control of Financial Services (Provident Funds) (Participation of a Managing Company in a General Meeting) Regulations, 5769 – 2009, as well as a manager of a joint investment trust fund (as defined in the Joint Investment Trust Law, 5754-1994) |
-
If the answer is affirmative - please specify any connection between the voter (who does not have a personal interest) or his proxy and the company or any of the controlling shareholders or senior officers, including employer-employee relationships, business relationships, etc., and specify their nature:
-
If your holding of control means in the company, directly or indirectly, is contrary to any of the restrictions included in the company's licenses granted by 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. .
Ministry of Communications as stated in Section 8.3 of the Proxy Statement:
| Yes * | No |
|---|---|
5
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 agenda item 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 decision^{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 specified 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 their behalf or why you have a personal interest in the decision :
For shareholders holding shares through a stock exchange member according to section 177(1) of the Companies Law - this voting paper is valid only when accompanied by a proof 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 photocopy of an ID card/ passport/ certificate of incorporation, as applicable.
Date
Signature
- Failure to mark will be considered an abstention from voting on that item.
- A shareholder who does not fill out this column or fills out "Yes" and does not specify, their vote will not be counted.
3/11/2026 | 8:51:16 AM