CELLCOM ISRAEL LTD. Announcement of An Annual and Special General Meeting of The Shareholders of The Company

NETANYA, Israel, Nov. 20, 2024 /PRNewswire/ -- Cellcom Israel Ltd. (TASE: CEL) (the "Company") announces that the Meeting will convene on Thursday, December 26, 2024, at 15:00 p.m. (Israel time), at the offices of the Company, 10 Ha'gavish Street, Netanya, Israel. An adjourned Meeting, if required, will be held on Thursday, January 2, 2025, at the same time and at the same place. The record date for the Meeting is November 27, 2024.

The Agenda of the Meeting

1. Discussion on of the Company's audited annual financial statements and Board of Directors Report for the year ended December 31, 2023;
2. Reappointment of Kost Forer Gabbay & Kasierer (EY) as the Company's independent auditors and report of their fees for 2023;
3. Reappointment of Yuval Cohen (Chairman), Samy Backlash, Shmuel Barashi, Uri Zahavi, Chanan Gal Ezer and Richard Hunter as directors of the Company;
4. Appointment of Ran Bukshpan as independent director of the Company;
5. Approval and Ratification of the resolution to grant indemnity and exemption letters to office holders of the Company (including directors) in office and/or that will hold office from time to time, which are controlling shareholders of the Company and/or that the controlling shareholder of the Company me be viewed as having a personal interest in such grant, including the directors Yuval Cohen, Shmuel Barashi, Uri Zahavi, Chanan Gal Ezer and Richard Hunter, commencing on May 13, 2024.

Voting Instructions

The summon statement and the voting card published by the Company on November 20, 2024 regarding the convening of the Meeting (the "Meeting's Documents") may be viewed on the Magna distribution website at: www.magna.isa.gov.il and on the Tel-Aviv Stock Exchange Ltd. website at: www.maya.tase.co.il.

Section 3.10 of the summon statement contains voting instructions for shareholders whose shares are not held via a member of the TASE Clearinghouse (for trading on the Tel Aviv Stock Exchange) but instead via a member of the Depositary Trust Company (DTC) or Shareholders who are registered directly with the Company's U.S. transfer agent, American Stock Transfer & Trust Company.

An Unregistered Shareholder is entitled to vote through the Electronic Voting System. Voting through an Electronic voting card shall be possible until six (6) hours before the assembly time of the General Meeting. In addition, an Unregistered Shareholder shall be entitled to deliver the certificate of ownership through the Electronic Voting System

A shareholder is also entitled to vote at the General Meeting through a voting card. Voting in writing shall be made by way of the second part of the voting card, which is attached to the Report.

The voting card and documents that must be attached thereto as set forth in the voting card, must be delivered to the Company's offices (including by registered mail) including the certificate of ownership (and with respect to a registered shareholder - including a photocopy of an identity card, passport, or certificate of incorporation, as applicable) until four (4) hours before the assembly time of the General Meeting. For this purpose, "time of delivery" is the time on which the voting card and the documents attached thereto arrived at the Company's offices.

SOURCE Cellcom Israel Ltd.

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