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Cellcom Israel Ltd. Announces Annual General Meeting Of Shareholders

Stocks in this article: CEL

NETANYA, Israel, March 18, 2013 /PRNewswire/ --

Cellcom Israel Ltd. (NYSE: CEL) announced today that the 2013 Annual General Meeting of Shareholders (the "Meeting") of Cellcom Israel Ltd. (the "Company") will be held on Tuesday, April 30, 2013, 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 Thursday, March 28, 2013.

The agenda of the Meeting is as follows:

(1) re-election of Ami Erel, Raanan Cohen, Rafi Bisker, Shlomo Waxe, Haim Gavrieli, Ephraim Kunda and Edith Lusky as directors. Our other directors, Nochi Dankner and Ari Bronshtein will continue to serve on the board as set forth in the proxy statement;

(2) re-election of Ronit Baytel and Joseph Barnea as external directors;

(3) reappointment of Somekh Chaikin, a member of KPMG International, as our independent auditor; and

(4) consideration of our audited financial statements for the year ended December 31, 2012.

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 and 3 require the affirmative vote of the holders of a majority of the voting power in the Company present, in person or by proxy, and voting on the matter.

Item 2 requires the affirmative vote of the holders of a majority of the voting power in the Company present, 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; 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.

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