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Cellcom Israel Announces First Quarter 2012 Results

The offering described in this press release, was made in Israel to residents of Israel only. The said debentures will not be registered under the U.S. Securities Act of 1933 and will not be offered or sold in the United States. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any debentures.

For additional details of the Company's Israeli shelf prospectus, public debentures and debt raising see the Company's annual report for the year ended December 31, 2011 on Form 20-F, under "Item 5. Operating and Financial Review and Prospects - B. Liquidity and Capital Resources - Debt Service - Shelf prospectus" and " - Public Debentures", the Company's current reports on Form 6-K filed on March 8, 2012, March 13, 2012, March 19, 2012 and March 20, 2012; for details of the Company's dividend policy see the Company's annual report for the year ended December 31, 2011 on Form 20-F under "Item 8. Financial Information - A. Consolidated Statements and Other Financial Information - Dividend Policy".

Changes in Management - Vice President of Engineering and Network Operation

  In April 2012, the Company received Mr. Issaiah Rozenberg's request to resign from office as the Company's VP of Engineering and Network Operation, effective August 2012.

2006 Share Incentive Plan

In May 2012, our board of directors resolved to enlarge the pool of options or restricted stock units, or RSUs, of the Company's 2006 Share Incentive Plan, or the Plan, by 1 million options or RSUs and to grant 1,550,000 options to certain non director officers and senior employees, out of which 275,000 options to the Company's CEO, at an exercise price of US$ 11.77 per share. The options granted will be vested in 2 equal installments on each of the first and second anniversary of the date of the grant. The options of the first installment may be exercised within 24 months from their vesting and the second installment may be exercised with 18 month from their vesting.

For additional details see the Company's annual report for the year ended December 31, 2011 on Form 20-F, under "Item 6 - Directors, Senior Management and Employees - Share Ownership - 2006 Share Incentive Plan".

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