Partner Communications Co Ltd. — Regulatory Filings 2005

May 24, 2005

[Stamp - Companies and Partnerships Registrar Certified Copy - 29 Sept. 1997]

[Stamp - Companies and Partnerships Registrar Certified Copy - 26 Oct. 1997]

[Stamp - Ministry of Justice - Approved Copy]

[Duty Stamps]

MEMORANDUM OF ASSOCIATION

1. Name of Company: Partner Communications Company Ltd.
2. The purposes for which the Company was formed are:

2.1 Participation in a tender for the grant of a license for the provision of mobile radio telephone services using the cellular method (MRT), in Israel. 2.2 The provision of MRT services. 2.3 Without harming or derogating from the above, the Company shall be a corporation worthy of all rights, obligations or legal activities, and shall be entitled and permitted to deal in any business or matter that it may decide.

1. The liability of the members is limited.
2. The share capital of the Company is 34,300 NIS, divided into 34,300 ordinary shares of 1.00 NIS each.

We, the undersigned, wish to associate to form a company pursuant to this Memorandum of Association, and each of us agrees to hold the number of shares in the capital of the Company set out next to our names.

Names of signatories (i.d. number, address)	Number of shares taken	Signature
1. Eyal Sage
i.d. 022002240
1 King David Blvd, Tel Aviv	7,000	(-)
2. Chaim Yashar
i.d. 028833903
1 King David Blvd, Tel Avi	3,000	(-)
Total Number of Shares Taken:	10,000

This 28th day of the month of September 1997.

Tel Aviv,

Witness to the above signatures:

( - )

[Stamp - Companies and Partnerships Registrar - Certified Copy - 26 Oct 1997]