Cellcom Israel Ltd. Announces Annual General Meeting Of Shareholders

NETANYA, Israel, Nov. 25, 2021 /PRNewswire/ -- Cellcom Israel Ltd. (NYSE: CEL) announced today that an Annual General Meeting of Shareholders (the "Meeting") of Cellcom Israel Ltd. (the "Company") will be held on Thursday, December 30, 2021, at 17:00 p.m. (Israel time), at the offices of the Company, 10 Hagavish Street, Netanya, Israel. The record date for the Meeting is Thursday, December 2, 2021.

The agenda of the Meeting is as follows:

1. consideration of our audited financial statements for the year ended December 31, 2020;
2. appointment of Keselman & Keselman, a member of PricewaterhouseCoopers International Limited, as our independent auditors;
3. reappointment of Doron Cohen (Chairman), Gustavo Traiber (independent director), Eran Shenar, Michael Joseph Salkind and Baruch Itzhak as directors of the Company;
4. reappointment of Shmuel Hauser and Varda Liberman as external directors of the Company;
5. approval of changes to the Company's Articles of Association; 
6. approval of changes to the Company's Compensation Policy; and
7. appointment of the Company's Chairman as Acting CEO.

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 will not involve a vote.

Items 2, 3 and 5 require a simple majority of all votes of the shareholders present in the General Meeting who are allowed to vote and who voted in it, not taking into account abstaining votes.   

Item 4 requires a simple majority of all votes of the shareholders present in the General Meeting who are allowed to vote and who voted in it, provided one of the following is fulfilled: [a] included in the majority of votes in the General Meeting are a majority of all votes of shareholders who are not controlling shareholders of the Company or interested parties in approving the appointment, except for a personal interest that is not a result of a relationship with the controlling shareholder, who participate in the vote (abstaining votes are not taken into account); or - [b] the total number of opposing votes from among the shareholders set forth in paragraph [a] does not exceed two percent (2%) of all the Company's voting rights.

Items 6 and 7 require a simple majority of all votes of the shareholders present in the General Meeting who are allowed to vote and who voted in it, provided one of the following is fulfilled: [a] included in the majority of votes in the General Meeting are a majority of all votes of shareholders who are not controlling shareholders of the Company or interested parties in approving the Compensation Policy or approving the appointment of the Company's Chairman as Acting CEO, as the case may be, who participate in the vote (abstaining votes are not taken into account); or - [b] the total number of opposing votes from among the shareholders set forth in paragraph [a] does not exceed two percent (2%) of all the Company's voting rights.

Voting Instructions

Following the voluntary delisting of the Company's shares from the New York Stock Exchange, the Company will no longer mail proxy statements to its shareholders. Instead, on November 26, 2021, the Company will file an English version of its notice of 2021 annual general meeting, together with a form of voting card, with the Securities Exchange Commission, which is available here: https://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001385145&owner=exclude&count=40&hidefilings=0

Section 2.10 of the notice 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.

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is a leading Israeli communications group, providing a wide range of communications services. Cellcom Israel is the largest Israeli cellular provider, providing its cellular subscribers with a broad range of services including cellular telephony, roaming services, text and multimedia messaging, advanced cellular and data services and other value-added services in the areas of mobile office, data protection etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates advanced networks enabling high-speed broadband and advanced multimedia services. Cellcom Israel offers nationwide customer service including telephone customer service, retail stores, and service and sale centers. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel.

Company Contact
Shai Amsalem
Chief Financial Officer
[email protected]  
Tel: +972-52-998-4774

Investor Relations Contact
Elad Levy
Investor Relations Manager
[email protected]  
Tel: +972-52-998-4774

SOURCE Cellcom Israel Ltd.

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