CELLCOM ISRAEL LTD. ANNOUNCES EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS

NETANYA, Israel, Jan. 23, 2022 /PRNewswire/ -- Cellcom Israel Ltd. (TASE: CEL) announced today that an Extraordinary General Meeting of Shareholders (the "Meeting") of Cellcom Israel Ltd. (the "Company") will be held on Monday, February 28, 2022, at 16:00 p.m. (Israel time), at the offices of the Company, 10 Hagavish Street, Netanya, Israel. The record date for the Meeting is Monday, January 31, 2022.

The agenda of the Meeting is as follows:

(1)  Approval of the remuneration terms of Mr. Daniel Sapir, the Company's new Chief Executive Officer.

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 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 resolution, 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 January 24, 2022, the Company will file an English version of its notice of 2022 Extraordinary 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 3.10 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.

If the Company's shares are no longer registered with the SEC¹, then announcements regarding the Meeting will not be filed with or submitted to the SEC but will be published  on the Company's website under "Investor Relations", and will also be publicly filed on the MAGNA electronic reporting system of the Israeli Securities Authority.

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.

¹ For details, see section 1.1. on Chapter B of the Company's Board of Director's Report on the Company's state of affairs in the Company's periodic report for the third quarter of 2021, filed on Form 6-K on November 16, 2021.

SOURCE Cellcom Israel Ltd.

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