| (1) |
to approve an amendment to the Company's Compensation Policy for Office Holders;
|
| (2) |
to approve compensation to the Company's Chairman of the Board of Directors;
|
| (3) |
to approve general compensation terms to the Company's directors; and
|
| (4) |
to approve and ratify compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard Hunter and that these directors will benefit from the Company's D&O policy.
|
|
By Order of the Board of Directors
|
|
|
Hadar Vismunski-Weinberg, Adv.
|
|
|
Company Secretary
|
| (1) |
to approve an amendment to the Company's Compensation Policy for Office Holders;
|
| (2) |
to approve compensation to the Company's Chairman of the Board of Directors;
|
| (3) |
to approve general compensation terms to the Company's directors; and
|
| (4) |
to approve and ratify compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard Hunter and that these directors will benefit from the Company's D&O policy.
|
| • |
an increase in the maximum annual premium to an aggregate annual premium that does not exceed USD 600,000 of the aggregate coverage of the Insurance Policy and a premium of up to 15% per annum after the first year's policy is
formulated;
|
| • |
The Office Holders will be exempt from a deductible. The amount of the deductible for the Company shall not exceed USD 2.5 million per claim.
|
| • |
The option to enter into a run-off policy for a period of seven years from the date of transfer of control in the Company or a merger subject to coverage of the Insurance Policy and other conditions.
|
| (i) |
“RESOLVED: to approve an amendment to our Compensation Policy as set forth in "Annex A";
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| (i) |
“RESOLVED: to grant Ms. Osnat Ronen, the Chairman of the Board of Directors of the Company, a fixed monthly fee in the amount of NIS 85,000 (plus VAT) for her services as Chairman of the
Board of Directors, effective November 20, 2019, to be offset against the sums that Ms. Ronen has received since November 20, 2019 in her capacity as a director in the Company; and
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| (i) |
financial liability incurred or imposed in accordance with a judgment, including a judgment given in a settlement or a judgment of an arbitrator approved by a court; provided, that such liability pertains to one or more of
the events set forth in the indemnification letter, which, in the opinion of the Board of Directors of the company, are anticipated in light of the company’s activities at the time of the grant of indemnification and is limited to the
sum or measurement of indemnification determined by the Board of Directors to be reasonable under the circumstances and set forth in the indemnification letter;
|
| (ii) |
reasonable legal expenses, including attorney fees, incurred or ordered by a court in the context of proceedings filed by or on behalf of the company or by a third party, or in a criminal proceeding in which the director or office
holder is acquitted or if convicted, for an offense which does not require criminal intent;
|
| (iii) |
reasonable legal expenses, including attorney fees, incurred due to an investigation or proceeding conducted by an authority authorized to conduct such investigation or proceeding and which has ended without the filing of an
indictment against the director or office holder and no financial liability was imposed on the director or office holder in lieu of criminal proceedings, or has ended without the filing of an indictment against the director or office
holder, but financial liability was imposed on the director or office holder in lieu of criminal proceedings in an alleged criminal offense that does not require proof of criminal intent, within the meaning of the relevant terms in
the law or in connection with a financial sanction (Itzum Caspi);
|
| (iv) |
Payment to the injured party as a result of a violation set forth in Section 52.54(a)(1)(a) of the Israeli Securities Law, including by indemnification in advance; and
|
| (v) |
Expenses incurred in connection with a proceeding (a “Proceeding” - halich) under Chapters H3, H4 or I1 of the Israeli Securities Law, or under
Chapter 4 of Part 9 of the Israeli Companies Law, in connection with any affairs including reasonable legal expenses (including attorney fees), including by indemnification in advance.
|
| (iii) |
“RESOLVED: (A) to approve the Compensation of our Relevant Directors, from the date of their appointment to the Board of Directors; (B) to approve and ratify the reimbursement of Reasonable
Expenses of each of our Relevant Directors from the date of their appointment to the Board of Directors; (C) to approve that the Relevant Directors, will benefit from the Company's existing D&O insurance policy from the date of
their appointment; (D) to approve that the current directors will continue to benefit from their existing indemnification and release letters which will continue in full force and effect and (E) to approve that the directors that will
serve from time to time, including external and independent directors will benefit from the Indemnification and Release Letter attached as "Annex C";
|
| (iv) |
RESOLVED: these resolutions are in the best interest of the Company.”
|
| (i) |
RESOLVED: (A) to approve and ratify the Compensation of Mr. Yossi Shachak and Mr. Richard Hunter; (B) to approve and ratify the reimbursement of Reasonable Expenses of Mr. Yossi Shachak and
Mr. Richard Hunter; (C) to approve and ratify that Mr. Yossi Shachak and Mr. Richard Hunter will benefit from the Company's existing D&O insurance policy; and (D) to approve and ratify the Company’s undertaking to indemnify Mr.
Yossi Shachak and Mr. Richard Hunter and to provide them with the Indemnification and Release Letter and that the Maximum Indemnity Amount is reasonable given the circumstances and that the indemnification events listed in Schedule I
of the Indemnification and Release Letter are anticipated in light of Partner's current activities;
|
| (ii) |
RESOLVED: these resolutions are in the best interest of the Company.”
|
|
By Order of the Board of Directors
|
|
|
Hadar Vismunski-Weinberg, Adv.
|
|
|
Company Secretary
|
| 6.1 |
Office Holders’ liability insurance, indemnity and the granting of release from liability are essential in order to ensure the recruitment and retention of Office Holders and directors who are the most suitable for the Company’s
needs, and who possess relevant qualifications and experience to hold office in the Company and on the Company’s Board of Directors. These are essential considering that, in today’s marketplace, Office Holders and directors of public
companies face greater liability exposures than ever before, particularly in public companies listed in multiple countries and subject to differing legal systems. The Company shall be allowed to insure the liability of its Office
Holders, to indemnify them or release them from liability, in conformity with the Companies Law and the Company’s Articles of Association.
|
| 6.2 |
The Company shall be allowed to engage in an office holders’ liability insurance policy (including directors and the Company’s CEO) of the Company and/or subsidiaries of the Company (including an
insurance policy for a particular event and/or activity) including Office Holders (and directors) who are themselves, and/or whose relatives are, controlling shareholders of the Company
|
| 6.2.1 |
The annual premium that the Company shall pay shall not exceed a total of USD 6
|
| 6.2.3 |
Deductible: The directors and Office Holders will be exempt from participation. The amount of the deductible for the Company shall not exceed USD 2.5 million per claim.
|
|
6.2.3
|
The Compensation Committee and the Board of Directors has approved the renewal of the insurance policy for a new period of insurance and has determined that no material changes were made in the insurance terms, apart from the
possibility of increasing the limit of liability, as long as the increase in the annual premium does not exceed the sum specified above in clause 6.2.1.
|
| 6.2.4 |
To the extent that the policy is extended to cover claims against the Company itself (as opposed to claims against its Office Holders) relating to the Company's traded securities (Entity Coverage for Securities Claims), payment
arrangements for insurance benefits for this extension will be determined, where applicable, whereby the Office Holder's right to receive indemnification from the insurers will precede the Company's right.
|
| 6.3 |
In addition, in the event of a transfer of control in the Company or a merger, the Company shall be allowed to enter into a Runoff policy for a period of 7 years from the date of transfer of such control or merger, subject to
the coverage of the policy at that time and for a total premium for a 7-year insurance period not exceeding 350% of the annual premium of the policy as stated in section 6.2 above that shall be effective at the date of the Runoff,
and at a limit of liability not exceeding that of the current policy as stated. The directors and Office Holders will be exempt from a deductible. The amount of the deductible for the Company shall not exceed $ 2.5 million per
claim.
|
| 6.4 |
In addition, in the event of a public offering of the Company's securities, the Company may extend the insurance policy to cover such offering, for an additional premium not exceeding 50% of the annual premium of the policy that
is in effect on that date.
|
| 6.5 |
The Company's engagement in insurance policies as stated in respect of the liability of Office Holders may only be approved by the Compensation Committee pursuant to Rule 1b1 of the Companies Regulations (Easements on
transactions with interested parties), 2000, or any provision that will replace it.
|
|
6.
|
The maximum advance undertaking of indemnity payable by the Company to all indemnified persons, pursuant to letters of indemnification to be granted to Office Holders as of the adoption date of the Policy, in respect of any
occurrence of the events specified in the appendix to the letter of indemnification, shall not exceed 25% of the shareholders’ equity according to the latest reviewed or audited financial statements approved by the Company’s Board of
Directors prior to the approval of payment of the indemnification.
|
|
6.
|
The Company shall be allowed to indemnify any Office Holder retroactively in the broadest manner permitted pursuant to the Companies Law.
|
|
6.
|
The Compensation Policy in no way diminishes the validity of previous decisions reached in the Company in conformity with the law regarding the granting of an advance undertaking of indemnity.
|
|
6.
|
The Company shall be allowed to grant a release from liability in advance to the Company’s Office Holders in respect of a breach of a duty of care towards the Company pursuant to any law, including Office Holders of the Company who
themselves are, or their relatives are, the controlling shareholder, subject to the receipt of the approvals required by law. A release from the duty of care shall not apply in relation to a decision or transaction that a controlling
shareholder or any Office Holder in the Company (including another Office Holder than the Office Holder being granted the release) has a personal interest.
|
| 1. |
Partner Communications Company Ltd. (“Partner”) hereby undertakes to indemnify you for any liability or expense that you incur or that is imposed on you in consequence of an action or an
inaction by you (including prior to the date of this letter), in your capacity of an officer or director in Partner or as an officer or director on behalf of Partner in a company controlled by Partner or in which Partner has a direct
or indirect interest (such companies being referred to herein as “Subsidiaries”), as follows:
|
| 1.1. |
Financial liability that you incur or is imposed on you in accordance with a judgment, including a judgment given in a settlement or a judgment of an arbitrator approved by the court; provided, that such liability pertains to one
or more of the events set out in Schedule I hereto, which, in the opinion of the Board of Directors of Partner, are anticipated in light of Partner's activities at the time of granting this undertaking and are at the sum or
measurement of indemnification determined by the Board of Directors to be reasonable given the circumstances set forth herein;
|
| 1.2. |
Reasonable litigation expenses, including legal fees, that you may incur or for which you will be ordered to pay by a court in the context of proceedings filed against you by or on behalf of Partner or by a third party, or in a
criminal proceeding in which you are acquitted or if you are convicted, for an offense which does not require criminal intent; and
|
| 1.3. |
Reasonable litigation expenses, including legal fees that you may incur due to an investigation or proceeding conducted against you by an authority authorized to conduct such investigation or proceeding and which has ended without
the filing of an indictment against you and either (i) no financial liability was imposed on you in lieu of criminal proceedings, or (ii) financial liability was imposed on you in lieu of criminal proceedings but the alleged criminal
offense does not require proof of criminal intent, within the meaning of the relevant terms in or in the law referred to in the Israeli Companies Law of 1999 (the “Israeli Companies Law”), or in
relation to a financial sanction ("itzum caspi").
|
| 1.4. |
Payment to the harmed party as a result of a violation set forth in Section 52.54(a)(1)(a) ((52נד(א)(1)(א) of the Israeli Securities Law of 1968 (the "Israeli
Securities Law"), including by indemnification in advance.
|
| 1.5. |
Expenses incurred in connection with a Procedure ("halich"), as defined in Section 56.8(a)(1) (56ח(א)(1)) of the Israeli Securities Law (a "Procedure"), in connection with any of your affairs including, without limitation, reasonable litigation expenses, including legal fees, including by indemnification in advance.
|
| 1.5A |
Expenses that you may incur with respect to a proceeding in accordance with the Restrictive Trade Practices Law of 1988, including reasonable litigation expenses that include attorney fees.
|
| 1.6. |
Any other liability or expense indemnifiable under any applicable law.
|
| 2. |
Partner may not indemnify you for your liability for: (i) a breach of duty of loyalty towards Partner unless you have acted in good faith and had reasonable grounds to assume that the action would not harm Partner's best interest;
(ii) a breach of duty of care done intentionally or recklessly ("pzizut") except for negligence; (iii) an act intended to unlawfully yield a personal profit; (iv) a fine, a civil fine ("knass ezrahi"), a financial sanction ("itzum caspi") or a penalty ("kofer") imposed upon you; and (v) a Procedure
("halich").
|
| 3. |
Indemnification pursuant to this letter will be subject to applicable law and to the following terms and conditions:
|
| 3.1. |
That you notify Partner within a reasonable time of your learning of any legal proceedings instigated against you in connection with any event that may give rise to indemnification and that you provide Partner, or anyone specified
by Partner, with any documents connected to the proceeding in question.
|
| 3.2. |
That Partner reserves the right to represent you in the proceedings or to appoint legal counsel of its choice for this purpose (unless its choice of legal counsel is unacceptable to you on reasonable grounds). Partner or such
legal counsel will take all necessary steps to bring the matter to a close and will keep you informed of key steps in the process. The appointed counsel will be bound by a fiduciary duty to you and to Partner. If a conflict of
interests should arise between the appointed counsel and yourself, counsel will inform Partner and you will be entitled to appoint a different counsel reasonably acceptable to Partner and the terms of this indemnification agreement
shall apply to the new appointment. If Partner should decide to settle by arbitration or by mediation or by settlement, it shall be allowed to do so; provided, that you do not incur any additional expense or liability due to such
arbitration, mediation or settlement or that you have otherwise agreed to such arbitration, mediation or settlement. If Partner so requests, you will sign any document that will empower it or any appointed counsel to represent you
and defend you in any proceeding as stated above. You will cooperate as reasonably demanded of you with Partner and any appointed legal counsel. Partner shall cover all related expenses so that you will not have to make any payments
or incur any expenses yourself.
|
| 3.3. |
That whether or not Partner shall operate in accordance with section 3.2 above, indemnification shall still cover all and every kind of expense incurred by you that is included in section 1 of this letter so that you will not have
to pay or finance them yourself. You will not be indemnified for any expenses arising from a settlement, mediation or arbitration unless Partner has agreed to the settlement, mediation or arbitration.
|
| 3.4. |
That upon your request for payment in connection with any event according to this indemnification letter, Partner shall complete all the necessary arrangements required by the law for payment and shall act to receive all necessary
authorizations, if demanded. If any authorization should be required for payment, and the payment is not authorized for any reason, this payment or part of it will be subject to the approval of the court (if relevant) and Partner
shall act in order to receive authorization.
|
| 3.5. |
That in the event that you are paid for any sums in accordance with this letter of indemnification and release in connection with a legal proceeding, and later it becomes clear that you were not entitled to such payments, the sums
will be considered as a loan given to you by Partner subject to the lowest interest rate for purposes of Section 3(9) of the Income Tax Ordinance (or any other legislation replacing it) which does not cause a taxable benefit. You
shall be required to repay such amounts in accordance with the payment arrangements fixed by Partner, and at such time as Partner shall request in writing.
|
| 3.6 |
That you shall remain entitled to indemnification by Partner as provided in this letter of indemnification and release even when you are no longer an officer or director in Partner or in a Subsidiary on Partner’s behalf, as long as
the events that led to the payments, costs and expenses for which indemnification is being sought are a result of an action or an inaction taken by you as such officer or director.
|
| 3.7 |
The terms contained in this letter will be construed in accordance with the Israeli Companies Law and in the absence of any definition in the Israeli Companies Law, pursuant to the Israeli Securities Law. Schedule I hereto
constitutes an integral part hereof.
|
| 3.8 |
The obligations of Partner under this letter shall be interpreted broadly and in a manner that shall facilitate its implementation, to the fullest extent permitted by law, including, ipso
facto, as further expanded in the future, and for the purposes for which it was intended. Without derogating from the generality of the foregoing, it is clarified that with respect to any expansion of indemnification
that is currently, or will in the future be, permitted by law following incorporation of specific provisions in Partner’s Articles of Association, such expansion be in effect ipso facto even
prior to such incorporation, based on Article 34.1 of the Articles of Association, which allows indemnification to the fullest extent permitted by law. In the event of a conflict between any provision of this letter and any provision
of the law that cannot be superseded, changed or amended, said provision of the law shall supersede the specific provision in this letter, but shall not limit or diminish the validity of the remaining provisions of this letter.
|
| 3.9 |
The indemnification under this letter will enter into effect upon your signing a copy of the same in the appropriate place, and the delivery of such signed copy to Partner. It is hereby agreed that your agreement to accept this
letter constitutes your irrevocable agreement that any previous undertaking of Partner for indemnification towards you, to the extent granted, shall become void automatically upon your signing this letter. Notwithstanding the above,
if this letter shall be declared or found void for any reason whatsoever, then any previous undertaking of Partner for indemnification towards you, which this letter is intended to replace, shall remain in full force and effect.
|
| 3.10 |
Partner may, in its sole discretion and at any time, revoke its undertaking to indemnify hereunder, or reduce the Maximum Indemnity Amount (as defined in section 3.13 below) thereunder, or limit the events to which it applies,
either in regard to all the officers or to some of them, to the extent such change or revocation relates solely to events that occur after the date of such change; provided, that prior notice has been given to you of its intention to
do so, in writing, at least 60 days before the date on which its decision will enter into effect. No such decision will have a retroactive effect of any kind whatsoever, and the letter of indemnification and release prior to such
change or revocation, as the case may be, will continue to apply and be in full force and effect for all purposes in relation to any event that occurred prior to such change or revocation, even if the proceeding in respect thereof is
filed against you after the change or revocation of the letter of indemnification and release. In all other cases, this letter may not be changed unless Partner and you have agreed in writing.
|
| 3.11 |
This undertaking to indemnify is not a contract for the benefit of any third party, including any insurer, and is not assignable nor will any insurer have the right to demand participation of Partner in any payment for which an
insurer is made liable under any insurance agreement that has been made with it, with the exception of the deductible specified in such agreement. For the avoidance of any doubt in the event of death this letter will apply to you and
your estate.
|
| 3.12 |
No waiver, delay, forbearance to act or extension granted by Partner or by you will be construed in any circumstance as a waiver of the rights hereunder or by law, and will not prevent any such party from taking all legal and
other steps as will be required in order to enforce such rights.
|
| 3.13 |
The aggregate indemnification amount payable by Partner to all directors, officers and other indemnified persons (including, inter alia, officers and directors nominated on behalf of
Partner in Subsidiaries), pursuant to all letters of indemnification issued to them by Partner on or after October 17, 2013, which indemnification letters include a maximum indemnity amount substantially similar to the Maximum
Indemnity Amount under this Section 3.13 (the “Maximum Indemnity Amount”), for any occurrence of an event set out in Schedule I hereto (each, an “Event”),
will not exceed 25% of shareholders equity (according to the latest reviewed or audited financial statements approved by Partner's Board of Directors prior to approval of the indemnification payment); provided, however, that under the circumstances where indemnification for the same Event is to be made in parallel to you under this letter and to one or more indemnified
persons under indemnification letters issued (or to be issued) by Partner containing a maximum indemnity amount which is the higher of 25% of shareholders equity and 25% of market capitalization (the "Combined
Maximum Indemnity Amount"), the Maximum Indemnity Amount for you hereby shall be adjusted so it does not exceed the Combined Maximum Indemnity Amount to which any other indemnified person is entitled under any other
indemnification letter containing the Combined Maximum Indemnity Amount.
|
| 3.14 |
The Maximum Indemnity Amount shall not be affected in any way by the existence of, or payment under, insurance policies. Payment of the indemnification shall not affect your right to receive insurance payments, if you receive the
same (either personally or through Partner or on your behalf) and Partner will not be required to indemnity you for any sums that were, in fact, already paid to you or for you in respect of insurance or any other indemnification
obligations made to you by any third party. In the event there is any payment made under this letter and such payment is covered by an insurance policy, Partner shall be entitled to collect such amount of payment from the insurance
proceeds. You will return to Partner any amount that you may receive pursuant to this letter, which is based on data or financial results that will later on be found to be erroneous and will be restated in Partner's financial
statements, as will be implemented by Partner's Board of Directors.
|
| 3.15 |
If the indemnification amount Partner is required to pay to its directors and other indemnified persons, as mentioned in section 1 above, exceeds at any time the Maximum Indemnity Amount or the balance of the Maximum Indemnity
Amount in accordance with section 3.13 above after deducting any indemnification amounts paid or payable by Partner to any of its directors or other indemnified persons at such time (all, as determined and clarified in Section 3.13
above or in the other applicable indemnification letters), such Maximum Indemnification Amount or remaining balance will be allocated among the directors and the other indemnified persons entitled to indemnification, in the same ratio
as with respect to any Event the amount for which each individual director or other indemnified person may be indemnified is to the aggregate amount that all of the relevant directors and other indemnified persons involved in the
Event may be indemnified.
|
| 3.16 |
The foregoing does not derogate from Partner's right to indemnify you retroactively in accordance with that permitted by the Articles of Association of Partner and applicable law.
|
| 4. |
Release
|
| 4.1 |
The Company releases you in advance, subject to the provisions of the Companies Law, from your liability towards the Company for any damage caused and/or that will be caused to the Company, insofar as will be caused, in consequence
of the breach of your duty of care toward the Company while acting in good faith, in your capacity as an officer or director in Partner or the Subsidiaries for the events and to the extent that will be allowed at the time of release
by law. The said release from liability will be for amounts for which the officers or directors are not entitled to indemnification in accordance with the Company's D&O insurance policy.
|
| 4.2 |
Partner may not release you for your liability for: (i) a breach of duty of loyalty towards Partner unless you have acted in good faith and had reasonable grounds to assume that the action would not harm Partner's best interest;
(ii) a breach of duty of care done intentionally or recklessly ("pzizut") except for negligence; (iii) an act intended to unlawfully yield a personal profit; (iv) a fine, a civil fine ("knass ezrahi"), a financial sanction ("itzum caspi") or a penalty ("kofer") imposed upon you and (v) a breach of
duty of care in a Distribution ("haluka").
|
| 4.3 |
In addition to the limitations of the release according to any law, the release shall not apply to the following cases:
|
| a. |
Any counterclaim of the Company against an officer or director as a result of a claim of an officer or director against the Company, except for when the claim of the officer is to protect his rights that stem from labor law in
accordance with the law or a personal employment agreement between himself and the Company or a resolution duly adopted by the Company's organs in respect of directors remuneration.
|
| b. |
Resolution or transaction in which the controlling shareholder or any officer or director in the Company (including other officers or directors than the officer or director being granted the release) has a personal interest.
|
| 5. |
Sections 3.6-3.9 and 3.11-3.12 above will apply Mutatis Mutandis to release.
|
| 6. |
In sections 4 and 5 -"acting" – or any derivative of it as set forth in the Companies Law, including also a decision and/or omission and including all of the actions taken by you before the
date of this letter during the periods in which you were employed and/or served as an officer or director of the Company and/or during the periods in which you were an officer, employee or agent of the Company in another corporation
in which the Company directly or indirectly holds securities.
|
| 7. |
For the avoidance of doubt, it hereby determined that this letter of indemnification and release shall not cancel or derogate or constitute a waiver of any other indemnification that the officer or director is entitled to in
accordance with the provisions of any law or in accordance with any previous undertaking of the Company and/or previous agreement with the Company, insofar as the said undertaking is legally valid, and from any other resolution of the
Company to grant indemnification to an officer or director in the Company. It is hereby clarified that the Company will not be obligated to indemnify an officer or director for the same event, in accordance with any previous
undertaking (if and insofar as it will be valid) as well as in accordance with this letter of indemnification and release. In any case in which an officer or director can be indemnified, by law, both in accordance with this Letter of
indemnification and release and a previous undertaking of the Company, the Company's Audit Committee (and insofar as the majority of its members have a Personal Interest, a special committee of two directors that do not have a
Personal interest shall be formed) shall decide, subject to all legal provisions, according to which undertaking the officer or director should be indemnified.
|
| 1. |
Any offering of Partner’s securities to private investors and/or to the public and listing of such securities, and/or the offer by Partner to purchase securities from the public and/or from private investors or other holders, and
any undertakings, representations, warranties and other obligations related to any such offering and Partner’s status as a public company or as an issuer of securities.
|
| 2. |
All matters relating to Partner’s status, obligations and/or actions as a public company, and/or the fact that Partner’s securities were issued to the public or to private investors and/or are or were traded on a stock exchange
(including, without limitation, Nasdaq stock market, the Tel Aviv Stock Exchange and the London Stock Exchange), whether in Israel or abroad.
|
| 3. |
The erection, construction and operation of Partner’s mobile telephone network, including the erection and operation of antennas and other equipment and environmental issues, including undertakings, activities and communications
with authorities regarding the foregoing and including the work performed by Partner’s subcontractors in connection therewith.
|
| 4. |
The purchase, distribution, marketing and sale of handsets, other terminal equipment and any other of Partner’s products and/or any marketing plans and/or publications.
|
| 5. |
A Transaction, Extraordinary Transaction, or an Activity within the meaning of Section 1 of the Israeli Companies Law, including negotiations for entering into a Transaction or an Activity, the transfer, sale, acquisition or charge
of assets or liabilities (including securities) or the grant or acceptance of a right in any one of them, receiving credit and the grant of collateral, as well as any act directly or indirectly involving such a Transaction or
Activity.
|
| 6. |
Investments which Partner and/or its Subsidiaries and/or its affiliates make in other entities whether before and/or after the investment is made, entering into the transaction, the execution, development and monitoring thereof,
including actions taken or alleged omissions by you in the name of Partner and/or any subsidiary thereof and/or any affiliates thereof as a director, officer, employee and/or a board observer of the entity which is the subject of the
transaction and the like.
|
| 7. |
The merger acquisition or other business combination or restructuring, or any such proposed transaction and any decision related to it (by Partner or another person) of Partner, any subsidiary thereof and/or any affiliate thereof
with, of or into another entity and/or the sale or proposed sale of the operations and/or business, or part thereof, or any dissolution, receivership, creditors' arrangement, stay of proceeding or any similar proceeding, of Partner,
any of its Subsidiaries and/or any of its affiliates.
|
| 8. |
Tender offers for Partner's securities, including in connection with Partner's Board of Directors' opinion regarding a Special Tender Offer as defined in the Israeli Companies Law or refraining from such opinion.
|
| 9. |
Labor relations and/or employment matters in Partner, its Subsidiaries and/or its affiliates and trade relations of Partner, its Subsidiaries and/or its affiliates, including with independent contractors, customers, suppliers and
service providers.
|
| 10. |
The testing of products developed and/or marketed by Partner, its Subsidiaries and/or its affiliates and/or in connection with the distribution, sale, license or use of such products.
|
| 11. |
The intellectual property of Partner, its Subsidiaries and/or its affiliates, and its protection, including the registration or assertion of rights to intellectual property and the defense of claims relating to intellectual
property infringement.
|
| 12. |
Actions taken (or alleged omissions) pursuant to or in accordance with the policies and procedures of Partner, its Subsidiaries and/or its affiliates, whether such policies and procedures are published or not.
|
| 13. |
The borrowing or other receipt of funds and any other financing transaction or arrangement, or any such proposed transaction or arrangement, whether or not requiring the imposition of any pledge or lien.
|
| 14. |
Any Distribution (“haluka” - as defined in the Israeli Companies Law).
|
| 15. |
Taking part in or performing tenders.
|
| 16. |
The making of any statement, including a representation or opinion made by an officer or director of Partner in such capacity whether in public or private, including during meetings of the Board of Directors or any committee
thereof.
|
| 17. |
An act in contradiction to the Articles of Association or Memorandum of Partner.
|
| 18. |
Any action or omission in connection with voting rights in Partner.
|
|
19.
|
Any action or decision in relation to work safety and/or working conditions.
|
|
20.
|
Actions taken pursuant to any of Partner’s licenses, or any breach thereof.
|
| 21. |
Decisions and/or actions pertaining to the environment and/or the safety of handsets, including radiation or dangerous substances.
|
| 22. |
A payment to the harmed party as a result of a violation set forth in Section 52.54(a)(1)(a) (52נד(א)(1)(א)) of the Israeli Securities Law.
|
|
22A.
|
Expenses incurred with respect to a proceeding in accordance with the Restrictive Trade Practices Law of 1988, including reasonable litigation expenses
that include attorney fees.
|
| 23. |
Negotiation for, signing and performance or non-performance of insurance policies.
|
| 24. |
Events associated with the drawing up and/or approval of financial statements, including the acts or omissions relating to the adoption of financial reports (including International Financial Reporting Standards IFRS), preparation
and signing Partner's financial statements, consolidated or on a sole basis, as applicable, as well as the editing or approval of the Directors' report or business plans and forecasts, providing an estimate of the effectiveness of
Partner's internal controls and other matters in connection with the financial statements and Directors' report and provision of statements relating to the financial statements.
|
| 25. |
Events associated with business plans, including pricing, marketing, distribution, directives to employees, customers and suppliers and collaborations with other parties.
|
| 26. |
Reporting and/or filing of applications or reports, under any applicable law (including immediate reports, periodic or other), disclosure, messaging, providing (or failure to provide) information, statements, declarations,
evaluations, presentations, opinions, reviews, requests for approval, or otherwise to any governmental or quasi-governmental authority, stock exchange or regulatory body whether in Israel or abroad.
|
| 27. |
Actions and any legal process, whether in Israel or abroad, relating, directly or indirectly, to any governmental or quasi-governmental authority, including with respect to trade restrictions, restrictive arrangements, mergers and
monopolies.
|
| 28. |
Investigations conducted against you by any governmental or quasi-governmental authority.
|
| 29. |
Class actions, including class actions in respect of the environment, consumer protection or complaints, roaming, content services, the Communications Law of 1982, any of Partner’s licenses, Partner’s contracts, and anti-trust,
derivative actions or any other legal proceedings against you and/or Partner and/or any of its Subsidiaries in connection with your role and/or activities in Partner or on its behalf.
|
| 30. |
All matters relating to the change of control transaction, entered into on August 12, 2009, between Advent Investments Pte. Ltd. and Scailex Corporation Ltd. (“Scailex”), under which Scailex
agreed to acquire 78,940,104 Ordinary Shares of Partner.
|
| 31. |
All matters relating to a potential sale of Partner’s securities by any Material Shareholder (“ba’al menaya mahuti”) of Partner.
|
| 32. |
Transactions or agreements entered into between Partner and any of its shareholders or between shareholders of Partner.
|
| 33. |
Transfer of information to shareholders or potential shareholders of Partner, including Interested Parties.
|
| 34. |
All matters relating to breach of Partner contracts.
|
| 35. |
Activities Partner may pursue in new areas such as transmission services, access to high-speed Internet services, fixed line and long-distance telephony services, cable television and other communication services to subscribers.
|
| 36. |
Establishment, registration, administration, or making use of registries and information databases, including as required by the provisions of the Protection of Privacy Law of 1981 (including regulations, orders, directives, rules
or provisions and instructions) issued by any competent authority or by virtue of those authorities and any decision or other action relating to said law.
|
| 37. |
A suspicion as to perpetration of an offence and/or breach of a statutory obligation under any law because of an action taken by Partner and that, according to any law, can also be attributed to you and/or because of an action
taken by you by virtue of your function as officer or director in Partner and/or that was taken for the sake of Partner and/or on its behalf.
|
| 38. |
A payment or non-payment to any governmental authority under any applicable law, including the payment of income tax, sales tax, betterment tax on real estate, transfer taxes, excise, value added tax, stamp tax, customs, National
Insurance payments, municipal levies, royalty fees or any other fees, levies, financial sanction ("itzum caspi") in connection with any of Partner’s licenses, and including any kind of fines,
interest and linkage increments.
|
| 39. |
Any other actions which can be anticipated for companies of the type of Partner, and which the Board of Directors may deem appropriate.
|
| 40. |
Any of the foregoing events, relating to your service as an officer or director in any of Partner's Subsidiaries on Partner's behalf.
|
| 41. |
Any of the foregoing events, as it may relate to 012 Smile Telecom Ltd. or to any company in which it has a direct or indirect interest.
|
| 21.1 |
A holding of ten percent (10%) or more of any of the Means of Control in the Licensee will not be transferred, either directly or indirectly, either all at once or in parts, unless given the Minister’s prior written consent.
|
| 21.2 |
None of the said Means of Control, or a part of them, in the Licensee, may be transferred in any way, if as a result of the transfer, control in the Licensee will be transferred from one person to another, unless given the Minister’s
prior written consent.
|
| 21.3 |
No control shall be acquired, either direct or indirect, in the Licensee, and no person, whether on his/her own or together with his/her relative or with those acting with him/her on a regular basis, shall acquire in it ten percent
(10%) or more of any of the Means of Control in the Licensee, whether all at once or in parts, unless given the Minister’s prior written consent.
|
| 21.4 |
1Cancelled
|
| 21.5 |
2Despite the provisions of sub-clauses 21.1 and 21.3 above, should there occur a transfer or purchase of a percentage of Tradable Means of Control in the Licensee requiring consent under clauses 21.1 and 21.3 (other than a
transfer of purchase that results in a transfer of control), without the Minister’s consent having been sought, the Licensee shall report this to the Minister in writing, and shall make an application to the Minister to approve the said
transfer or purchase of the Means of Control in the Licensee, within 21 days of the date on which the Licensee became aware of such.
|
| 21.6 |
Neither the entry into an underwriting agreement relating to the issue or sale of securities to the public, the registration for trading on the securities exchange in Israel or overseas, nor the deposit or registration of securities
with a registration company or with a depository agent or a custodian for the purpose of registration of GDRs or ADRs or similar certificates relating to the issue or sale of securities to the public shall in and of themselves be
considered as a transfer of Means of Control in the Licensee3.
|
| 1 |
Amendment No. 52
|
| 2 |
Amendment No. 3
|
| 3 |
Amendment No. 4
|
| 21.7 |
(a) |
Irregular Holdings shall be noted in the Licensee’s members register (the list of shareholders) stating the fact that they are irregular, immediately upon the Licensee’s becoming aware of this, and a notice of the registration shall be given by the Licensee to the holder of such Irregular Holding and to the Minister. |
| (b) |
Irregular Holdings, noted as aforesaid in clause 21.7(a), shall not provide the holder with any rights, and shall be “dormant shares” as defined in Section 308 of the Companies Law 5759-1999, expect in the case of the receipt of a
dividend or any other distribution to shareholders (especially the right to participate in an allotment of rights calculated on the basis of holdings of Means of Control in the Licensee, although holdings accumulated as aforesaid shall
also be considered as Irregular Holdings), and therefore no action or claim of the activation of a right by virtue of the Irregular Holdings shall have any force, except in the case of the receipt of a dividend or any other distribution
as aforesaid.
|
| (1) |
A shareholder who takes part in a vote during a meeting of shareholders shall advise the Licensee prior to the vote, or in the case of documentary voting on the voting document, whether his holdings in the Licensee or his voting
require consent under clauses 21 and 23 of the License or not; where a shareholder does not so advise, he may not vote and his vote shall not count.
|
| (2) |
No director of the Licensee shall be appointed, elected or transferred from office by virtue of an Irregular Holding; should a director be appointed, elected or transferred from office as aforesaid, the said appointment, election or
transfer, as the case may be, shall be of no effect.
|
| (3) |
Irregular Holdings shall not provide voting rights in the general meeting;
|
| (c) |
The provisions of clause 21.7 shall be included in the Articles of Association of the Licensee, including the provisions of clause 21.9, mutatis mutandis.
|
| 21.8 |
For so long as the Articles of Association of the Licensee provide as set out in clause 21.7, and the Licensee acts in accordance with the provisions of clauses 21.5 and 21.7, and for so long as none of the holdings of Founding
Shareholders or their Substitutes4 reduces to less than 26% 5 6 7 of all Means of Control in the Licensee immediately prior to the listing of the shares for trade, and for so long as the
Articles of Association of the Licensee provide that a majority of the voting power in the general meeting of the Licensee may appoint all members of the Board of Directors of the Licensee, other than external directors required by any
law and/or the relevant Exchange Rules, the Irregular Holdings shall not, in and of themselves, give rise to a cause for the cancellation of the Licensee.
|
| 21.9 |
The provisions of clauses 21.5 through 21.8 shall not apply to the founding shareholders or their substitutes.10
|
| 4 |
Amendment No. 25
|
| 5 |
Amendment No. 9
|
| 6 |
Amendment No. 28
|
| 7 |
Amendment No. 31
|
| 8 |
Amendment No. 31
|
| 9 |
Amendment No. 25
|
| 10 |
Amendment No. 31
|
| 22. |
Placing a Charge on Means of Control
|
| 22A. |
Israeli Requirement and Holdings of Founding Shareholders or their Substitutes11
|
| 22A.1. |
The total cumulative holdings of the "Founding Shareholders or their Substitutes", as defined in Article 21.8, (including anyone that is an “Israeli Entity” as defined in Article 22.2A below, that purchased Means of Control from the
Licensee and received the Minister’s approval to be considered a founding shareholder or their substitute from the date set by the Minister), and are bound by an agreement for the fulfillment of the provisions of Article 22A of the
License (in this Article they will all be considered “Founding Shareholders or their Substitutes”) shall not be reduced to less than 26% of each of the Means of Control in the Licensee.
|
| 22A.2 |
The total cumulative holdings of "Israeli Entities", one or more, that are considered as one of the Founding Shareholders or their Substitutes, from the total holdings of Founding Shareholders or their Substitutes as set forth in
Article 22A.1 above, shall not be reduced at all times to less than 5% of the total issued share capital and from each of the Means of Control in the Licensee. For this matter, the issued share capital of the Licensee shall be
calculated by deducting the number of “Dormant Shares” held by the Licensee.
|
| 11 |
Amendment No. 31-Amendment No. 31 will come into effect upon completion of all of the obligations set forth in article 22A and no later than 30 June 2005, in accordance with the Ministry of
Communications document 62/05-4031 dated 13 March 2005
|
| 22A.3 |
At least one tenth (10%) of the members of the Board of Directors of the Licensee shall be appointed by the Israeli Entities as set forth in Article 22A.2. Notwithstanding the above-mentioned, for this matter- if the Board of
Directors of the Licensee shall consist of up to 14 members – at least one director shall be appointed by the Israeli entities as set forth in Article 22.2A above, if the Board of Directors of the Licensee shall consist of between 15
and 24 members-at least 2 directors shall be appointed by the Israeli entities as set forth in Article 22.2A above and so on and so forth.
|
| 22A.4 |
The Licensee's Board of Directors shall appoint from among its members that have security clearance and security compatibility to be determined by the General Security Service (hereinafter: “ Directors with Clearance”) a committee
to be designated "the Committee for Security Matters", or CSM.
|
| 22A.5 |
Security matters that the Board of Directors or the Audit Committee of the Licensee shall be required to consider in accordance with the mandatory provisions of the Companies Law, 5759-1999, or in accordance with the mandatory
provisions of any other law that applies to the Licensee shall be discussed, if they need to be discussed by the Board of Directors or the Audit Committee, only in the presence of Directors with Clearance. Directors that do not have
security clearance shall not be allowed to participate in this Board of Directors or Audit Committee meeting and shall not be entitled to receive information or to review documents that relate to this matter. The legal quorum for such
meetings shall include only Directors with Clearance.
|
| 22A.6 |
The shareholders at a general meeting shall not be entitled to assume, delegate, transfer or exercise any of the authorities granted to another organ in the company, regarding security matters.
|
| 22A.7 |
(a) The Minister shall appoint an observer for the Board of Directors and committee meetings, who has security clearance and security compatibility that will be determined by the General Security Services.
|
| 23. |
Prohibition of Cross-Ownership
|
| 23.1 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, shall not hold, either directly or indirectly, five percent (5%) or more of any Means of
Control in a Competing MRT Operator, and shall not serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator; for this matter, “Holding” includes holding as an agent.
|
| 23.2 |
Notwithstanding the provisions of Paragraph 23.1, the Minister may, based upon written request, permit an Office Holder in the Licensee to serve as an Office Holder in an Interested Party in a Competing MRT Operator, or permit an
Office Holder in an Interested Party in the Licensee to serve as an Office Holder in a Competing MRT Operator or in an Interested Party in a Competing MRT Operator, if he is satisfied, that this will not harm the competition in MRT
Services; the Minister may condition the granting of such permit on conditions that the Office Holder must fulfill for prevention of harm to the competition as aforesaid.
|
| 23.3 |
Notwithstanding the provisions of Paragraph 23.1, an Interested Party in the Licensee, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of Control in
a Competing MRT Operator, and an Interested Party in a Competing MRT Operator, which is a trust fund, an insurance company, an investment company or a pension fund, may hold up to ten percent (10%) of the Means of Control in the
Licensee, provided it does not have a representative or an appointee on its behalf among the Office Holders of a Competing MRT Operator or of the Licensee, as the case may be, unless it is required to do so by law.
|
| 23.4 |
The Licensee, an Office Holder or an Interested Party in the Licensee, as well as an Office Holder in an Interested Party in the Licensee, will not control a Competing MRT Operator, and will not cause it, by any act or omission, to
be controlled by a Competing MRT Operator or by an Office Holder or an Interested Party in a Competing MRT Operator, or by an Office Holder in an Interested Party in a Competing MRT Operator, or by a person or corporation that controls
a Competing MRT Operator.
|
| 23.5 |
The rate of indirect holding in a corporation will be a product of the percentage of holdings in each stage of the chain of ownership, subject to what is set out in Paragraph 23.6; for example:
|
| (A) |
‘A’ holds 40% in Company ‘B’;
|
| (B) |
Company ‘B’ holds 40% in Company ‘C’;
|
| (C) |
Company ‘C’ holds 25% in Company ‘D’;
|
| (D) |
Therefore, Company ‘A’ holds, indirectly, 4% of Company ‘D’.
|
| 23.6 |
For the matter of this Paragraph and Paragraphs 14.1 (G) (6), (7), (8), (8a), (9) and 21.4, if a certain body (hereinafter: “the Controlling Body”) controls another body that has holdings, directly or indirectly, in the Licensee
(hereinafter: “the Controlled Body”), the Controlling Body, and also any other body controlled by the Controlling Body, will be attributed with the rate of holdings in the Licensee that the Controlled Body has, directly or indirectly;
according to the following examples:
|
| A. |
Direct holdings:
|
| (1) |
‘A’ holds 50% in Company ‘B’, and controls it;
|
| (2) |
Company ‘B’ holds 50% in Company ‘C’, and controls it;
|
| (3) |
Company ‘C’ holds 10% in the Licensee and does not control it;
|
| (4) |
Therefore, notwithstanding that ‘A’s’ holdings in the Licensee in accordance with the instructions of Paragraph 5.6 are 2.5%, ‘A’ and also any body controlled by ‘A’ will be deemed as an Interested Party holding 10% in the Licensee.
|
| B. |
Indirect holdings:
|
| (1) |
‘A’ holds 50% of Company ‘B’ and controls it;
|
| (2) |
Company ‘B’ holds 40% of Company ‘C’ and controls it;
|
| (3) |
Company ‘C’ holds 40% of Company ‘D’ and does not control it;
|
| (4) |
Company ‘D’ holds 40% of the Licensee and does not control it;
|
| (5) |
Therefore, ‘A’ and any body controlled by ‘A’ will be regarded as having a holding in the Licensee at the rate of holdings of Company ‘C’ in the Licensee, which is holdings of 16% (according to the method set out in Paragraph 23.5
for the calculation of the rate of indirect holdings in the absence of control), and in this manner, ‘A’ and any body controlled by ‘A’ is an Interested Party in the Licensee.
|
| 23.7 |
If a certain body has indirect holding in the Licensee, through two or more Interested Parties, then for the purpose of its definition as an Interested Party, and for the purpose of determining the rate of holding with regard to this
Paragraph, the greatest indirect rate of holding will be taken into account, and also any rate of holding that derives from the chain of holdings through which the said holding body is attributed with the holdings of corporations
controlled by it in accordance with the provisions of Paragraph 23.6; the rates of holdings that derive from two or more chains that will be taken into account as stated above, will be cumulative for the purpose of calculating the rate
of holdings.
|
| 23.8 |
The Minister may, in response to a written request, permit an Interested Party in the Licensee to hold, either directly or indirectly, five percent (5%) or more in any of the Means of Control of a Competing MRT Operator, if the
Minister is satisfied that this will not harm competition in the MRT field; 12the Minister may condition the granting of the said permit on a condition that the Interested Party in the Licensee or competing MRT Operator is
an Interested Party merely by virtue of the provisions of Article 23.6 .
|
| 24. |
Prohibition of Conflict of Interests
|
| 12 |
Amendment No. 10
|
| 1. |
to approve an amendment to the Company's Compensation Policy
|
| (i) |
“RESOLVED: to approve an amendment to our Compensation Policy, as set forth in "Annex A";
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| 2. |
to approve compensation to the Company's Chairman of the Board of Directors
|
| (i) |
“RESOLVED: to grant Ms. Osnat Ronen, the Chairman of the Board of Directors of the Company, a fixed monthly fee in the amount of NIS 85,000 (plus VAT) for her services as Chairman of the
Board of Directors, effective November 20, 2019, to be offset against the sums that Ms. Ronen has received since November 20, 2019 in her capacity as a director in the Company; and
|
| (ii) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| 3. |
to approve general compensation terms to the Company's directors
|
| (iii) |
“RESOLVED: (A) to approve the Compensation of our Relevant Directors, from the date of their appointment to the Board of Directors; (B) to approve and ratify the reimbursement of Reasonable
Expenses of each of our Relevant Directors from the date of their appointment to the Board of Directors; (C) to approve that the Relevant Directors, will benefit from the Company's existing D&O insurance policy from the date of
their appointment; (D) to approve that the current directors will continue to benefit from their existing indemnification and release letters which will continue in full force and effect and (E) to approve that the directors that will
serve from time to time, including external and independent directors will benefit from the Indemnification and Release Letter attached as "Annex C";
|
| (iv) |
RESOLVED: this resolution is in the best interest of the Company.”
|
| 4. |
to approve and ratify compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard Hunter and that these directors will benefit from the Company's D&O
policy
|
| (i) |
RESOLVED: (A) to approve and ratify the Compensation of Mr. Mr. Yossi Shachak and Richard Hunter; (B) to approve and ratify the reimbursement of Reasonable Expenses of Mr. Yossi Shachak and
Mr. Richard Hunter; (C) to approve and ratify that Mr. Yossi Shachak and Mr. Richard Hunter will benefit from the Company's existing D&O insurance policy; and (D) to approve and ratify the Company’s undertaking to indemnify Mr.
Yossi Shachak and Mr. Richard Hunter and to provide them with the Indemnification and Release Letter and that the Maximum Indemnity Amount is reasonable given the circumstances and that the indemnification events listed in Schedule I
of the Indemnification and Release Letter are anticipated in light of Partner's current activities;
|
| (ii) |
RESOLVED: these resolutions are in the best interest of the Company.”
|
|
Item
No.
|
Subject of the Resolution
|
Votea
|
In respect of a transaction’s approval pursuant to sections 255, 267A and 272 to 275 (the majority required for which is not an
ordinary majority), of the Israeli Companies Law) or in respect of an amendment to the Company's Compensation Policy for Office Holders (section 267A (b) of the Israeli Companies Law) - do you have a “Personal Interest” in the resolution, are you a “Controlling Party” in the Company, a “Senior Office Holder” or an “Institutional Investor”b?
|
||||
|
For
|
Against
|
Abstain
|
Yesc
|
No
|
|||
|
1)
|
Approval of an amendment to the Company's Compensation Policy for Office Holders.
This item is subject to the Regulations Procedure.
|
||||||
|
2)
|
Approval of compensation to the Company's Chairman of the Board of Directors.
This item is subject to the Regulations Procedure.
|
||||||
|
3)
|
Approval of general compensation terms to the Company's directors.
This item is subject to the Regulations Procedure.
|
||||||
|
4)
|
Approval and ratification of compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard
Hunter and that these directors will benefit from the Company's D&O policy.
This item is subject to the Regulations Procedure.
|
||||||
|
☐
|
Yes. I approve the declaration below.
|
|
☐
|
No. I do not approve the declaration above. I hold, together with others, ________ Ordinary Shares of Partner and my holdings require
the consent of the Israeli Minister of Communications as stated above.
|
|
|
Signature
Name (Print): ___________
Title: __________________
Date: __________________
|
|
d
|
In the event that the shareholder is an “Interested Party”, as defined in the License, voting in a different manner with respect to each part
of the shareholder's Ordinary Shares, a separate Deed of Vote should be filed for each quantity of Ordinary Shares in respect of which the shareholder intends to vote differently.
|
| e |
Under certain licenses granted, directly or indirectly, to Partner, approval of, or notice to, the Minister of Communications of the State of Israel may be required for holding of 5% or more of Partner's means of control.
|
|
To:
|
Partner Communications Company Ltd. (the “Company”)
|
|
Attn:
|
Hadar Vismunski-Weinberg, Adv., Company Secretary
|
| 1 |
Name of shareholder.
|
| 2 |
A shareholder is entitled to give several Deeds of Authorization, each of which refers to a different quantity of Ordinary Shares of the Company held by the shareholder, so long as the shareholder shall not give Deeds of
Authorization with respect to an aggregate number of Ordinary Shares exceeding the total number of shares held by him.
|
| 3 |
In the event that the proxy does not hold an Israeli Identification number, indicate a passport number, if any, and the name of the country in which the passport was issued.
|
| 4 |
Kindly provide details regarding the nature of your “Personal Interest” in the resolution, why do you constitute a “Controlling Party” in the Company, you are a “Senior Office Holder” or an “Institutional Investor” (as the case may
be), at the designated space below the table (on page 5). “Personal Interest” is defined in Section 1 of the Israeli Companies Law (1999), as amended (the “Israeli Companies Law”) as a person’s
personal interest in an act or a transaction of a company, including, without limitation, the personal interest of a person's relative and the personal interest of an entity in which the person or the person's relative is an
interested party. Holding shares in the applicable company does not give rise to a “Personal Interest”. “Personal Interest” includes, without limitation, a personal interest of a person voting by proxy which was given by another
person, even if the other person does not have a personal interest, and a person voting on behalf of a person having a personal interest will be deemed as having a personal interest, whether the voting discretion is in the voter’s
hands or not. The Israeli Companies Law refers to the definition of “Control” in Section 1 of the Israeli Securities Law (1968), as amended, defining "Control" as the ability to direct the activity of a company, except for ability
stemming only from being a director or holding another position in that company, and it is presumed that a person is controlling a company if said person "holds" (as defined therein) at least half of (i) the right to vote in the
shareholders general meeting; or (ii) the right to appoint the directors or the general manager of that company. For approval of the resolutions regarding the detailed items, any shareholders holding 25% or more of the voting rights
in a company will be deemed a “Controlling Party”. Two or more persons holding voting rights in a company whereas each of them has a personal interest in approving a certain transaction would be deemed “holding together”. According to
section 37 (d) of the Securities Law, a “Senior Office Holder” is, generally, a general manager, chief executive officer, deputy managing director, deputy director general, all fulfilling such a role in the company even if his title
is different, a director, or manager directly subordinated to the general manager; as well as chairman of the board, an alternate director, an individual appointed under section 236 of the Israeli Companies Law on behalf of the
corporation who is a director, controller, an internal auditor, independent authorized signatory, and anyone fulfilling such a role, even if his job title is different, and a Senior Office Holder of a corporation controlled by the
corporation, which has a significant impact on the corporation and any individual employed by a corporation in another position, holding five percent or more of the nominal value of the issued share capital or voting rights.
“Institutional Investor” - shall have the meaning defined in section 1 of the Supervisory Regulations Control of Financial Services (Provident Funds) (Participation of a Managing Company at a General Meeting), 2009, and a managing
company of a Joint Investment Trust Fund as defined in the Joint Investment Trust Law, 1994.
|
|
Item No.
|
Subject of the Resolution
|
Vote5
|
In respect of a transaction’s approval pursuant to sections 255, 267A and 272 to 275 (the majority required for which is not
an ordinary majority), of the Israeli Companies Law) or in respect of an amendment to the Company's Compensation Policy for Office Holders (section 267A(b) of the Israeli Companies Law) - do you have a “Personal Interest” in the resolution, are you a “Controlling Party” in
the Company, a “Senior Office Holder” or an “Institutional Investor”4?
|
|||
|
For
|
Against
|
Abstain
|
Yes6
|
No
|
||
|
1)
|
Approval of of an amendment to the Company's Compensation Policy for Office Holders.
This item is subject to the Regulations Procedure.
|
|||||
|
2)
|
Approval of compensation to the Company's Chairman of the Board of Directors.
This item is subject to the Regulations Procedure.
|
|||||
|
3)
|
Approval of general compensation terms to the Company's directors.
This item is subject to the Regulations Procedure.
|
|||||
|
4)
|
Approval and ratification of compensation, including the grant of indemnification and release letters to Mr. Yossi Shachak and Mr. Richard
Hunter and that these directors will benefit from the Company's D&O policy.
This item is subject to the Regulations Procedure.
|
|||||
|
☐
|
Yes. I approve the declaration below.
|
|
☐
|
No. I do not approve the declaration above. I hold, together with others, ________ Ordinary Shares of Partner and my holdings REQUIRE the
consent of the Israeli Minister of Communications as stated above.
|
|
Date: _____________
|
__________________________
Signature Name (print):_______________ Title: _____________________
|
| 7 |
In the event that the shareholder is an “Interested Party,” as defined in the License, voting in a different manner with respect to each part of the shareholder's Ordinary Shares, a separate Deed of Authorization should be filed
for each quantity of Ordinary Shares in respect of which the shareholder intends to vote differently.
|
| 8 |
A translation of sections 21-24 of the License is attached as Annex “D” to the Proxy Statement distributed with this Deed of Authorization.
|
| 9 |
Under certain licenses granted, directly or indirectly, to Partner, approval of, or notice to, the Minister of Communications of the State of Israel may be required for holding of 5% or more of Partner's means of control.
|
|
|
Partner Communications Company Ltd.
|
|
|
|
|
|
|
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By:
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/s/ Tamir Amar
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Name: Tamir Amar
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Title: Chief Financial Officer
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