Cellcom Israel Ltd. Announces Annual General Meeting of Shareholders

NETANYA, Israel, Feb. 14, 2019 /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, March 28, 2019, 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 Monday, February 25, 2019.

The agenda of the Meeting is as follows:

(1-4)    re-election of Ami Erel, Sholem Lapidot, Ephraim Kunda and election of Gustavo Traiber as directors;

(5-6)    election of Varda Liberman and Shmuel Hauzer as external directors;

(7)      appointment of Keselman & Keselman, a member of PricewaterhouseCoopers International Limited, as our independent auditors; and

(8)       consideration of our audited financial statements for the year ended December 31, 2018, which we expect to file with the SEC on Form 20-F prior to date of the Meeting.

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

Items 1-4 and 7 require the affirmative vote of the holders of a majority of the voting power present at the meeting, in person or by proxy, and voting on the matter. 

Items 5-6 require the affirmative vote of the holders of a majority of the voting power present at the meeting, in person or by proxy, and voting on the matter, provided that either (i) at least a majority of the shares of non-controlling shareholders or who do not have a personal interest in the approval of the election of the external director (other than a personal interest that is not the result of the shareholder's connections with a controlling shareholder) voted at the meeting vote in favor of the election of the external director (disregarding abstentions); or (ii) the total number of shares among the shareholders described in section (i) above voted against the election of the external director does not exceed 2% of the aggregate voting rights in the Company.

Item 8 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 mail, on or about February 28, 2019, 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 other than the Tel Aviv Stock Exchange Clearinghouse. Shareholders that hold shares via the Tel Aviv Stock Exchange Clearinghouse may access the proxy statement and a form of Hebrew ballot via the following websites: http://www.magna.isa.gov.il and http://maya.tase.co.il.

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 approximately 2.825 million cellular subscribers (as at September 30, 2018)  with a broad range of services including cellular telephony, roaming services for tourists in Israel and for its subscribers abroad, text and multimedia messaging, advanced cellular content and data services and other value-added services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an LTE 4 generation network and an HSPA 3.5 Generation network enabling advanced high speed broadband multimedia services, in addition to GSM/GPRS/EDGE 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. Cellcom Israel further provides OTT TV services, internet infrastructure and connectivity services and international calling services, as well as landline telephone services in Israel. 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://investors.cellcom.co.il.

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SOURCE Cellcom Israel Ltd.