Partner Communications Company Ltd. ("Partner" or "the Company")
(Nasdaq:PTNR)(TASE:PTNR), a leading Israeli communications operator, announces
today the results of the Annual General Meeting of Shareholders (the "Meeting”),
that was held on May 5, 2011 at Partner's offices in Rosh Ha'ayin,
Israel.
At the Meeting, all the proposals set forth in items (i) through (vii)
(inclusive), included in Partner's proxy statement dated March 31, 2011
(the "Proxy Statement") sent in connection with the Meeting,
were either discussed or approved by the required majorities, as
required and detailed in the Proxy Statement. The proposal set forth in
item (vii) included in the Proxy Statement, was amended (as set forth
below) (the "amended proposal") at the request of several
institutional shareholders of the Company and in accordance with the
Israeli Companies Regulations.
The amended proposal was
approved
by the required majority.
The proposals were as follows:
(i) to re-appoint Kesselman & Kesselman, independent certified public
accountants in Israel and a member of PricewaterhouseCoopers
International Limited group, as the Company's auditor for the period
ending at the close of the next annual general meeting;
(ii) to discuss the auditor’s remuneration for the year ended December
31, 2010, as determined by the Audit Committee and by the Board of
Directors, and the report of the Board of Directors with respect to the
remuneration paid to the auditor and its affiliates for the year ended
December 31, 2010;
(iii) to discuss the Company’s audited financial statements for the year
ended December 31, 2010 and the report of the Board of Directors for
such period;
(iv) to re-elect the following directors to the Company’s Board of
Directors until the close of the next annual general meeting: Ilan Ben
Dov, Erez Gissin, Dr. Shlomo Nass, Yahel Shachar and Avi Zeldman; to
approve the compensation terms of several directors; to approve (subject
to adoption of Resolution 5 below), the insurance of the directors up
for re-election at the AGM and of Mrs. Osnat Ronen; and to approve
(subject to adoption of Resolution 6 below), indemnification of Mr. Avi
Zeldman.
(v) to (A) approve and ratify renewal of a "D&O” Insurance Policy and
approve an extension of the D&O Policy; and (B) approve the entry into a
new "D&O” Insurance Policy.
(vi) to approve and ratify the grant of an Indemnification Letter to Mr.
Avi Zeldman (all other directors continue to benefit from the existing
indemnification thereof).
(vi) to approve and ratify as a "framework transaction” the purchase of
handsets, accessories, spare parts and repair services (the "Products")
under a revised agreement with Scailex Corporation Ltd., the controlling
party of the Company, (the "Revised Samsung Products Agreement”).
The Revised Samsung Products Agreement was approved with two changes to
the terms described in the Proxy Statement: (a) the period of the
Revised Samsung Products Agreement, described in Item 7 in the Proxy
Statement shall be two years, commencing on January 1, 2011, instead of
three years; (b) the total volume of the annual procurement from Scailex
shall not exceed NIS 550 million annually, as described in Item 7 in the
Proxy Statement, and in addition, will not exceed 40% of the total cost
of the Products purchased by Partner in a calendar year.
For further information concerning the proposals, please refer to the
Proxy Statement.
Forward-Looking Statements
This press release includes forward-looking statements within the
meaning of Section 27A of the US Securities Act of 1933, as amended,
Section 21E of the US Securities Exchange Act of 1934, as amended, and
the safe harbor provisions of the US Private Securities Litigation
Reform Act of 1995. Words such as "believe", "anticipate", "expect",
"intend", "seek", "will", "plan", "could", "may", "project", "goal",
"target" and similar expressions often identify forward-looking
statements but are not the only way we identify these statements. All
statements other than statements of historical fact included in this
press release regarding our future performance, plans to increase
revenues or margins or preserve or expand market share in existing or
new markets, reduce expenses and any statements regarding other future
events or our future prospects, are forward-looking statements.
We have based these forward-looking statements on our current knowledge
and our present beliefs and expectations regarding possible future
events. These forward-looking statements are subject to risks,
uncertainties and assumptions about Partner, consumer habits and
preferences in cellular telephone usage, trends in the Israeli
telecommunications industry in general, the impact of current global
economic conditions and possible regulatory and legal developments. For
a description of some of the risks we face, see "Item 3D. Key
Information - Risk Factors", "Item 4. - Information on the Company",
"Item 5. - Operating and Financial Review and Prospects", "Item 8A. -
Consolidated Financial Statements and Other Financial Information -
Legal and Administrative Proceedings" and "Item 11. - Quantitative and
Qualitative Disclosures about Market Risk" in the Company's 2010
Annual Report (20-F) filed with the SEC on March 21, 2011. In light of
these risks, uncertainties and assumptions, the forward-looking events
discussed in this press release might not occur, and actual results may
differ materially from the results anticipated. We undertake no
obligation to publicly update or revise any forward-looking statements,
whether as a result of new information, future events or otherwise.
About Partner Communications
Partner Communications Company Ltd. ("Partner") is a leading Israeli
provider of telecommunications services (cellular, fixed-line telephony
and internet services) under the orange™ brand. The Company provides
mobile communications services to over 3 million subscribers in Israel.
Partner’s ADSs are quoted on the NASDAQ Global Select Market™ and its
shares are traded on the Tel Aviv Stock Exchange (NASDAQ and TASE: PTNR).
Partner is an approximately 45%-owned subsidiary of Scailex Corporation
Ltd. ("Scailex"). Scailex's shares are traded on the Tel Aviv Stock
Exchange under the symbol SCIX and are quoted on "Pink Quote" under the
symbol SCIXF.PK. Scailex currently operates in two major domains of
activity in addition to its holding in Partner: (1) the sole import,
distribution and maintenance of Samsung mobile handset and accessories
products primarily to the major cellular operators in Israel (2)
management of its financial assets.
For more information about Scailex, see http://www.scailex.com.
For more information about Partner, see http://www.orange.co.il/investor_site
About 012 Smile Telecom Ltd.
012 Smile is a wholly owned subsidiary of Partner Communications which
provides international long distance services, internet services and
local telecommunication fixed-line services (including telephony
services using VOB) under the 012 Smile brand. The completion of the
purchase of 012 Smile by Partner Communications took place on March 3,
2011. For further details see the press release dated March 3, 2011. For
further details see the press release dated March 3, 2011.
