Partner Communications Announces the Results of the Extraordinary General
Meeting of Shareholders
ROSH HA’AYIN, Israel -- April 11, 2013
Partner Communications Company Ltd. ("Partner" or "the Company") (NASDAQ:PTNR)
(TASE:PTNR), a leading Israeli communications operator, announces the results
of the Extraordinary General Meeting of Shareholders (the "EGM”), that was
held on April 11, 2013 at Partner's offices in Rosh Ha'ayin, Israel.
The EGM resolutions with respect to the items set forth in the Company's proxy
statement dated March 7, 2013 sent in connection with the EGM (the "Proxy
Statement"), were as follows:
(1) to approve and ratify the compensation terms of several directors; to
approve and ratify (subject to the adoption of Resolution 4 below)
indemnification of several directors and that these directors benefit from the
Company's D&O insurance policy;
The proposed resolutions were approved by the required majority as detailed in
the Proxy Statement, except for the resolution regarding indemnification - see
item 4 below.
(2) to approve and ratify a “Run-Off” insurance policy for directors and other
office holders of the Company;
The proposed resolution was approved by the required majority, as detailed in
the Proxy Statement
(3) to approve amendments to provisions of the Company’s Articles of
Association regarding: (i) required majority; (ii) insurance; (iii)
indemnification; (iv) release; (v) prospective legal amendments; (vi)
shareholders limited liability; and (vii) miscellaneous provisions;
The proposed resolutions set forth in items (3)(ii) and 3(iv) through 3(vii)
(inclusive) were approved by the required majority as detailed in the Proxy
Statement. The proposed resolutions set forth in items (3)(i) and (3)(iii)
were not approved by the required majority.
(4) to approve and ratify the grant of Indemnification Letters to the
following directors: (i) Mr. Shlomo Rodav, (ii) Mr. Arieh Saban, (iii) Mr.
Adam Chesnoff, (iv) Mr. Fred Gluckman, (v) Mr. Elon Shalev, (vi) Mr. Sumeet
Jaisinghani, (vii) Mr. Yoav Rubinstein, (viii) Mr. Ilan Ben-Dov, and (ix) Mr.
The proposed resolutions set forth in items (4)(i) through 4(ix) (inclusive),
were not approved by the required majority.
(5) to approve and ratify as a “framework transaction” an extension of the
agreement to purchase handsets, accessories, spare parts and repair services
from Scailex Corporation Ltd.;
The proposed resolution was approved by the required majority as detailed in
the Proxy Statement.
For further information concerning the proposed resolutions, please refer to
the Proxy Statement at:
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, plans to 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 further information regarding of some of the risks we face,
see "Item 3. Key Information - 3D. Risk Factors", "Item 4. Information on the
Company", "Item 5. Operating and Financial Review and Prospects", "Item 8.
Financial Information - 8A. Consolidated Financial Statements and Other
Financial Information – 8A.1 Legal and Administrative Proceedings" and "Item
11. Quantitative and Qualitative Disclosures about Market Risk" in the
Company's 2012 Annual Report (20-F) filed with the SEC on March 19, 2013. 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 and the 012 Smile 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).
For more information about Partner, see:
Mr. Ziv Leitman
Chief Financial Officer
Ms. Yaffa Cohen-Ifrah
Head of Investor Relations
Tel: +972 54 909 9039
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