Cellcom Israel Ltd. Announces Annual General Meeting of Shareholders

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Jun 16, 2011, 01:59 ET

NETANYA, Israel, June 16, 2011 /PRNewswire/ --

Cellcom Israel Ltd. (NYSE: CEL) announced today that the 2011 Annual General Meeting of Shareholders (the "“Meeting"”) of Cellcom Israel Ltd. (the "“Company"”) will be held on July 27, 2011, at 4:00 p.m., (Israel time), at the offices of the Company, 10 Hagavish Street, Netanya, Israel. The record date for the Meeting is June 27, 2011.

The agenda of the Meeting is as follows:

(1) re-election of Ami Erel, Shay Livnat, Raanan Cohen, Rafi Bisker, Shlomo Waxe, Haim Gavrieli, Ari Bronshtein, Tal Raz, Ephraim Kunda and Edith Lusky as directors. Our other directors, Nochi Dankner and Isaac Manor and our statutory external directors, Ronit Baytel and Joseph Barnea, will continue to serve on the board as set forth in the proxy statement;

(2) approval of compensation for independent directors and Edith Lusky;

(3) approval of merger between the Company's subsidiary and NetVision Ltd.;

(4) approval of amendment to and renewal of management services agreement with Discount Investment Corporation Ltd.;

(5) approval of amendments to the Company's Articles of Association;

(6) approval of amendment to the indemnification letter to directors and officers, including directors and officers who are controlling shareholders of the Company;

(7) approval of liability insurance covering our directors and officers who are controlling shareholders;

(8) reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditor; and

(9) consideration of our audited financial statements for the year ended December 31, 2010.

Quorum

Two or more shareholders holding in the aggregate at least one-third of the outstanding voting power in the Company, present in person or by proxy and entitled to vote, will constitute a quorum at the Meeting.

Voting Requirements

Item 1, 2, 5 (in part), 6 (in part), 7 and 8 require the affirmative vote of the holders of a majority of the voting power in the Company present, in person or by proxy, and voting on the matter.

Items 3, 4, 5 (in part), 6 (in part) and 7 require the affirmative vote of the holders of a majority of the voting power in the Company present, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the shares of shareholders who do not have a personal interest in the resolution are voted in favor of the matter or (ii) the total number of shares of shareholders who do not have a personal interest in the resolution voted against the matter does not exceed two percent of the Company's outstanding ordinary shares.

Item 9 will not involve a vote.

Proxy statements and proxy cards for use by shareholders that cannot attend the meeting in person will be sent by the mail, on or about June 16, 2011, to the Company'’s shareholders that hold shares registered with the American Stock Transfer & Trust Company, including shares held via Depository Trust Company (DTC) members (and not via the Tel Aviv Stock Exchange Clearinghouse). Shareholders that hold shares via the Tel Aviv Stock Exchange Clearinghouse may access the proxy statement from the following websites: http://www.sec.gov, http://www.magna.isa.gov.il and http://www.maya.tase.co.il.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular provider; Cellcom Israel provides its approximately 3.395 million subscribers (as at March 31, 2011) with a broad range of value added services including cellular and landline telephony, roaming services for tourists in Israel and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offers Israel's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers its customers technical support, account information, direct to the door parcel services, internet and fax services, dedicated centers for the hearing impaired, etc. As of 2006, Cellcom Israel, through its wholly owned subsidiary Cellcom Fixed Line Communications L.P., provides landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL). For additional information please visit the Company's website http://www.cellcom.co.il

Company Contact
Yaacov Heen
Chief Financial Officer
[email protected]
Tel: +972-52-998-9755

Investor Relations Contact
Porat Saar
CCG Investor Relations Israel & US
[email protected]
Tel: +1-646-233-2161