CELLCOM
ISRAEL LTD.
NOTICE
OF THE 2009 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice is
hereby given that the 2009 Annual General Meeting of Shareholders (the “Meeting”) of Cellcom Israel
Ltd. (the “Company”)
will be held on September 2, 2009, at 4:00 p.m. (Israel time), at the
offices of the Company, 10 Hagavish Street, Netanya, Israel, for the following
purposes:
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(1)
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reelection
of Ami Erel,
Shay Livnat, Raanan Cohen, Avraham Bigger, Rafi Bisker, Shlomo Waxe, Haim
Gavrieli and Ari Bronshtein as directors and election of Tal Raz as a
director;
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(2)
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reappointment
of Somekh Chaikin, a member
of KPMG International, as our independent
auditor; and
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(3)
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consideration
of our audited financial statements for the year ended December 31,
2008.
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Shareholders
of record at the close of business on August 3, 2009 (“Record Date”) are entitled to
notice of, and to vote at, the Meeting. All shareholders are cordially invited
to attend the Meeting in person.
Shareholders
who are unable to attend the Meeting in person are requested to complete, date
and sign the enclosed form of proxy and to return it promptly in the
pre-addressed envelope provided. No postage is required if mailed in
the United States. If a shareholder’s shares are held by a member of the Tel
Aviv Stock Exchange for trading thereon, such shareholder should deliver or mail
(via registered mail) his, her or its completed proxy to the offices of the
Company at the address set forth above, Attention: Liat Menahemi Stadler,
General Counsel and Corporate Secretary, together with a proof of ownership
(ishur baalut), as of
the record date, issued by that member of the Tel Aviv Stock Exchange.
Shareholders who attend the Meeting may revoke their proxies and vote their
shares in person.
Joint
holders of shares should take note that, pursuant to Article 31(d) of the
Articles of Association of the Company, the vote of the most senior of such
joint holders who tenders a vote, in person or by proxy, will be accepted to the
exclusion of the vote(s) of the other joint holder(s). For this
purpose, seniority will be determined by the order in which the names stand in
the Company’s Register of Members.
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By
Order of the Board of Directors,
Liat
Menahemi Stadler
General
Counsel and Corporate Secretary
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10
Hagavish Street
Netanya,
Israel
PROXY
STATEMENT
This Proxy Statement is furnished to
the holders of Ordinary Shares, par value NIS 0.01 per share (the “Ordinary Shares”), of Cellcom
Israel Ltd. (the “Company”) in connection with
the solicitation by the Board of Directors of proxies for use at the 2009 Annual
General Meeting of Shareholders (the “Meeting”), or at any
adjournment thereof, pursuant to the accompanying Notice of the 2009 Annual
General Meeting of Shareholders. The Meeting will be held on
September 2, 2009, at 4:00 p.m. (Israel time), at the offices of the Company, 10
Hagavish Street, Netanya, Israel.
The
agenda of the Meeting will be as follows:
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(1)
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reelection of Ami Erel, Shay Livnat, Raanan
Cohen, Avraham Bigger, Rafi Bisker, Shlomo Waxe, Haim Gavrieli and Ari
Bronshtein as directors and election of Tal Raz as a
director;
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(2)
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reappointment
of Somekh Chaikin, a member
of KPMG International, as our independent
auditors; and
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(3)
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consideration
of our audited financial statements for the year ended December 31,
2008.
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The Company currently is not aware of
any other matters that will come before the Meeting. If any other
matters properly come before the Meeting, the persons designated as proxies may
vote in accordance with their judgment on such matters.
A form of proxy for use at the Meeting
is enclosed. Unless otherwise indicated on the form of proxy, Ordinary Shares
represented by any proxy in the enclosed form will be voted in favor of all the
matters to be presented at the Meeting, as described above. To be valid, a proxy
must be properly executed and received by the Company not less than 72 hours
prior to the time scheduled for the Meeting, unless a shorter period is
determined by the chairman of the Meeting. Shareholders may revoke the authority
granted by their execution of proxies by delivering to the Company a written
notice of revocation or duly executed proxy bearing a later date, provided such
revocation notice or later proxy is received prior to the above deadline, or by
voting in person at the Meeting. On all matters considered at the Meeting,
abstentions and broker non-votes will be treated as neither a vote “for” nor
“against” the matter, although they will be counted in determining whether a
quorum is present.
Proxies for use at the Meeting are
being solicited by the Board of Directors of the Company. Only
shareholders of record at the close of business on August 3, 2009 will be
entitled to vote at the Meeting. Proxies are being mailed to shareholders on or
about August 3, 2009 and will be solicited mainly by mail. However, certain
officers, directors, employees and agents of the Company, none of whom will
receive additional compensation therefore, may solicit proxies by telephone,
e-mail or other personal contact. The Company will bear the cost for
the solicitation of the proxies, including postage, printing and handling, and
will reimburse the reasonable expenses of brokerage firms and others for
forwarding material to beneficial owners of Ordinary Shares.
On June 30, 2009, 98,373,685 Ordinary
Shares were outstanding. Subject to the voting restrictions described
below, each Ordinary Share is entitled to one vote upon each of the matters to
be presented at the Meeting. 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
Restrictions under our Telecommunications Licenses
We provide our cellular services under
a non-exclusive general license granted to us by the Ministry of Communications
of the State of Israel. We also hold several other licenses for the
provision of certain telecommunications services. According to our licenses,
investors are prohibited from acquiring or transferring (alone or together with
relatives or with other parties who collaborate on a regular basis) our Ordinary
Shares, directly or indirectly (including a transfer by way of foreclosing on a
pledge), in one transaction or a series of transactions, if such acquisition or
transfer will result in a holding or transfer of 10% or more of any of our means
of control, or from transferring any of our means of control if as a result of
such transfer, control over our Company will be transferred from one party to
another, without the prior approval of the Ministry of Communications. Our
specific licenses also require approval of the Minister of Communications before
acquiring the ability to exercise significant influence over us. In this
context, holding 25% or more of our means of control is presumed to confer
significant influence. In addition, according to our licenses, if you hold more
than 5% of our means of control, you may not (i) hold, directly or indirectly,
more than 5% of the means of control in Bezeq – The Israeli Telecommunications
Corporation Ltd., or Bezeq, which is the incumbent landline operator in Israel,
or in another cellular operator in Israel (subject to certain exceptions), (ii)
serve as an office holder of one of our competitors, other than in specific
circumstances and subject to the approval of the Ministry of Communications, or
(iii) be party to any arrangement whatsoever with Bezeq or another cellular
operator that is intended or is likely to restrict or harm competition in Israel
in the field of cellular services, cellular handsets or other cellular services.
For more details relating to these restrictions, please see “Item 4.B – Business
Overview – Government Regulations—Our Principal License” and "Other Licenses" of
our Annual Report for 2008 on Form 20-F and our principal license, a convenience
English translation of which is an exhibit to our Annual Report. The holding and
transfer restrictions under our licenses are posted on our website at
www.cellcom.co.il under “Investor Relations – Corporate Governance – Company
Profile - Legal & Corporate.”
As required under our license, our
Articles of Association provide that any holdings of our Ordinary Shares that
contravene the holding or transfer restrictions contained in our licenses will
not be entitled to voting rights. In addition, our licenses and our Articles of
Association require that as a condition to voting by any shareholders, in person
or by proxy, at any meeting of shareholders, such shareholder must certify that
his, her or its holdings of our Ordinary Shares do not contravene any of the
restrictions contained in our licenses.
Since it is highly unlikely that any of
the Company’s shareholders has lost the right to vote his, her or its Ordinary
Shares pursuant to the Company’s licenses and to avoid confusion, the enclosed
form of proxy includes a certification that your holdings of our Ordinary Shares
do not contravene any of the holding or transfer restrictions set forth in our
licenses. If your holdings of Ordinary Shares do so contravene, then
you are not entitled to vote such shares and you should not sign or send the
form of proxy. If only a portion of your holdings of Ordinary Shares
so contravenes, you may be entitled to vote the portion that does not
contravene. In that case, please contact the Company's General Counsel at
+972-52-998-9595 for instructions on how to vote your non-contravening Ordinary
Shares or, if you hold your shares in "street name", you may also contact the
representative managing your account, who could then contact the Company on your
behalf.
Share Ownership
The following table sets forth
information regarding beneficial ownership of our shares as of June 30, 2009, by
each person, or group of affiliated persons, known to us to be the beneficial
owner of 5% or more of our outstanding shares.
In
accordance with the rules of the U.S. Securities and Exchange Commission (SEC),
beneficial ownership includes voting or investment power with respect to
securities and includes any shares issuable pursuant to options that are
exercisable within 60 days of June 30, 2009. Any shares issuable pursuant to
options are deemed outstanding for computing the percentage of the person
holding such options but are not outstanding for computing the percentage of any
other person. The percentage
of
beneficial ownership for the following table is based on 98,373,685 ordinary
shares outstanding as of June 30, 2009. To our knowledge, except as
indicated in the footnotes to this table and pursuant to applicable community
property laws, our major shareholders do not have different voting rights and
the persons named in the table have sole voting and investment power with
respect to all ordinary shares held by them.
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Shares
Beneficially Owned
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Discount
Investment Corporation Ltd., or DIC*
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51,450,000 |
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52.30 |
% |
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Massachusetts
Financial Services Company**
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4,923,415 |
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5.00 |
% |
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Directors
and executive officers as a group (23 persons)***
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51,520,172 |
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52.37 |
% |
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*
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Includes
21,711,645 held by DIC directly, 24,375,855 Ordinary Shares held by two
wholly-owned subsidiaries of DIC (namely, PEC Israel Economic Corporation,
a Maine corporation, and DIC Communication and Technology Ltd., an Israeli
company) and 5,362,500 Ordinary Shares, representing approximately 5.45%
of our issued and outstanding shares, held by four shareholders whose
voting rights are vested in DIC. DIC is a majority-owned subsidiary of IDB
Development Corporation Ltd., or IDB Development, which in turn is a
wholly-owned subsidiary of IDB Holding Corporation Ltd., or
IDB. IDB, and DIC are public Israeli companies traded on the
Tel Aviv Stock Exchange.
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IDB
is controlled as follows:
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Ganden
Holdings Ltd., or Ganden, a private Israeli company controlled by Nochi
Dankner (who is also the Chairman of the board of directors and Chief
Executive Office of IDB, the Chairman of the board of directors of IDB
Development and DIC and one of our directors) and his sister Shelly
Bergman, holds as of June 30, 2009, directly and through a wholly-owned
subsidiary, approximately 55.26% of the outstanding shares of
IDB;
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Shelly
Bergman, through a wholly-owned company, holds as of June 30, 2009
approximately 4.23% of the outstanding shares of
IDB;
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Avraham
Livnat Ltd., or Livnat, a private company controlled by Avraham Livnat
(one of whose sons, Zvi Livnat, is a director and Executive Vice President
of IDB, a director and Deputy Chairman of the board of directors of IDB
Development and a director of DIC, and another son, Shay Livnat, is one of
our directors and a director of IDB Development) holds as of June 30,
2009, directly and through a wholly-owned subsidiary, approximately 13.43%
of the outstanding shares of IDB;
and
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Manor
Holdings BA Ltd., or Manor, a private company controlled by Ruth Manor
(whose husband, Isaac Manor, is one of our directors, a director and
Deputy Chairman of the board of directors of IDB and a director of IDB
Development and DIC, and their son, Dori Manor, is a director of IDB, IDB
Development and DIC) holds as of June 30, 2009, directly and through a
majority-owned subsidiary, approximately 13.42% of the outstanding shares
of IDB.
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Subsidiaries
of Ganden, Livnat and Manor have entered into a shareholders agreement with
respect to shares of IDB held by these subsidiaries, constituting 31.02%, 10.34%
and 10.34%, respectively, of the outstanding shares of IDB for the purpose of
maintaining and exercising control of IDB as a group. Their additional holdings
in IDB are not subject to the shareholders agreement. The term of the
shareholders agreement expires in May 2023.
Most of
the foregoing holdings in IDB have been pledged to financial institutions as
collateral for loans taken to finance the purchase of IDB's shares. Upon certain
events of default, these financial institutions may foreclose on the loans and
assume ownership of or sell such holdings.
Based on
the foregoing, IDB and IDB Development (by reason of their control of DIC),
Ganden, Manor and Livnat (by reason of their control of IDB) and Nochi Dankner,
Shelly Bergman, Ruth Manor, and Avraham Livnat (by reason of their control of
Ganden, Manor and Livnat, respectively) may be deemed to share with DIC the
power to vote and dispose of our shares beneficially owned by DIC. Each of these
entities (other than DIC) and persons disclaims beneficial ownership of such
shares.
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**
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According
to a schedule 13-G filed by the shareholder on February 3, 2009. In the
schedule the shareholder claims to have sole voting power only over
4,461,195 shares.
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***
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Includes
the 51,450,000
shares held, directly or indirectly, by DIC and 70,172 shares held by
indirect subsidiaries of IDB Development, for their own account, which may
be deemed to be beneficially owned by Nochi Dankner by virtue of his
control of IDB . Does not include an aggregate of 2,484,533 of
our ordinary shares held, as of June 30, 2009, by members of the public
through, among others, provident funds, mutual funds, pension funds,
exchange traded funds, insurance policies and unaffiliated third-party
client accounts, which are managed by subsidiaries of IDB. IDB, IDB Development and
each of our directors who is affiliated with IDB or DIC, disclaims
beneficial ownership of such
shares.
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AGENDA
OF THE 2009 ANNUAL GENERAL MEETING
Item
1 – Election of Directors
At the Meeting, the shareholders will
be asked to re-elect each of Ami Erel, Shay Livnat, Raanan Cohen, Avraham
Bigger, Rafi Bisker, Shlomo Waxe, Haim Gavrieli and Ari Bronshtein and to elect
Tal Raz to our Board of Directors to serve until the next Annual General Meeting
or his earlier resignation or removal. Mr. Shlomo Waxe is an “independent
director” under the rules of the U.S. Sarbanes-Oxley Act applicable to audit
committee members. These nominees have been approved by our Board of
Directors.
Our
statutory external directors, Ronit Baytel and Joseph Barnea, who were elected
on May 8, 2007 for a three-year term, will continue to serve.
Our cellular license requires, and our
Articles of Association provide, that at least 20% of our directors will be
appointed and removed by shareholders who are Israeli citizens and Israeli
residents from among our founding shareholders. If our Board of Directors is
comprised of 14 directors or less, these Israeli shareholders will be entitled
to appoint two directors, and if our Board of Directors is comprised of between
15 and 24 directors, these Israeli shareholders will be entitled to appoint
three directors. Our Articles of Association provide that DIC, as our founding
shareholder, is responsible for complying with the requirement under our license
that Israeli citizens and residents from among our founding shareholders hold at
least 20% of our outstanding shares, and that so long as DIC so complies, it
will be entitled to appoint and remove these directors. Accordingly,
DIC has designated Nochi Dankner and Issac Manor as its appointees to our Board
of Directors as of February 2007, and their appointment as our directors does
not require approval of the shareholders at the Meeting.
A brief biography of each nominee
is set forth below:
Ami Erel has served as
Chairman of our Board of Directors since 2005. Mr. Erel has served as President
and Chief Executive Officer of Discount Investment Corporation Ltd. since 2001.
From March to December 2007, Mr. Erel also served as the Chief Executive Officer
of NetVision Ltd., where he served prior to March 2007 and continues to serve
from January 2008, as Chairman of the board of directors. From 1999 to 2001, he
served as President of Elron Electronic Industries Ltd., where he continues to
serve as a member of the board of directors and also served, until January 2007,
as Chairman of the board of directors. From 1997 to 1999, he served as President
and Chief Executive Officer of Bezeq – The Israeli Telecommunications
Corporation Ltd. Mr. Erel also serves as the Chairman of the board of
directors of Koor Industries Ltd. and as a member of the boards of directors of
Makhteshim-Agan Industries Ltd., Shufersal Ltd., Property and Building
Corporation Ltd. and other IDB group companies. From 2005 to the
beginning of 2009 Mr. Erel has served as the chairman of the executive committee
of the Manufacturers Association of Israel. Mr. Erel holds a B.Sc. in
electrical engineering from the Technion, Israel Institute of
Technology.
Shay Livnat has served as a
member of our Board of Directors since 2005. Mr. Livnat has served as
the Chief Executive Officer of Zoe Holdings Ltd., since 2001. From
1988 to 1998, he served as Chief Executive Officer of Tashtit
Ltd. Mr. Livnat also serves as a member of the boards of directors of
IDB Development Corporation Ltd., Clal Industries and Investments Ltd., Clal
Insurance Enterprises Holdings Ltd., Elron Electronic Industries Ltd. and
various private companies. Mr. Livnat holds a B.A. in electrical
engineering from Fairleigh Dickinson University in New Jersey, USA.
Raanan Cohen has served as a
member of our Board of Directors since 2000. Mr. Cohen has served as
Chief Executive Officer of Koor Industries Ltd. since July 2006. From
2004 to 2006, he served as Chief Executive Officer of Scailex Corporation
Ltd.. Since 2001 he has served as Vice President of Discount
Investment Corporation Ltd., having previously served, from 1999 to 2001, as
executive assistant to the chief executive officer of Discount Investment
Corporation Ltd. From 1997 to 1999, he was an associate at McKinsey
& Company Inc., London. Mr. Cohen also serves as a member of the
boards of directors of Makhteshim-Agan Industries Ltd., ECtel Ltd. and various
private companies. Mr. Cohen is a member of the Israeli Bar
Association and holds an L.L.B. and a
B.A. in
economics from Tel Aviv University and an M.B.A. in management from the J.L.
Kellogg Graduate School of management of Northwestern University.
Avraham Bigger has served as
a member of our Board of Directors since 2005. Mr. Bigger is the
owner and managing director of three family-owned companies. Since October 2006,
Mr. Bigger has served as the Chairman of the board of directors, and since
January 2007 he has also served as Chief Executive Officer of Makhteshim-Agan
Industries Ltd. From June 2003 to July 2007, Mr. Bigger served as the Chairman
of the board of directors of Shufersal Ltd.; as the chairman of the boards of
directors of various private companies; as the Deputy Chairman of the Caesarea
Edmond Benjamin De Rothschild Foundation and the Caesarea Edmond Benjamin De
Rothschild Development Corporation Ltd.; and as a member of the boards of
directors of the First International Bank of Israel Ltd. and various private
companies. Mr. Bigger holds a B.A. in economics and an M.B.A. from the
Hebrew University.
Rafi Bisker has served as a
member of our Board of Directors since 2006. Mr. Bisker currently
serves as co-Chairman of the board of directors of Shufersal Ltd. and as the
Chairman of the boards of directors of Property and Building Corporation Ltd.,
Bayside Land Corporation Ltd. and various private companies. From
2000 to 2005, he served as Chief Executive Officer of Ganden Holdings Ltd and
Ganden Real Estate Ltd.. From 1989 to 1999, he served as Chief
Executive Officer of Dankner Investments Ltd. Mr. Bisker also
serves as a member of the boards of directors of IDB Holding Corporation Ltd.,
IDB Development Corporation Ltd., Discount Investment Corporation Ltd., Clal
Industries and Investments Ltd., Koor Industries Ltd., Ganden Holdings Ltd.,
ISPRO The Israel Properties Rental Corporation Ltd., Mehadrin Ltd., and various
private companies. Mr. Bisker holds a B.Sc. in civil engineering
from the Technion, Israel Institute of Technology.
Shlomo Waxe has served as a
member of our Board of Directors since 2006. Mr. Waxe has served as
Director General of the Israel Association of Electronics and Software
Industries since 2006. From 2002 to 2005, he worked in the field of
communications management and consultancy. From 1999 to 2001, he
served as Chief Executive Officer of Zeevi Communications Ltd. From
1997 to 1999, he served as a consultant to cellular communications projects in
Sao Paulo, Brazil and in Northeast Brazil. From 1993 to 1997, he
served as the Director General of Israel’s Ministry of
Communications. From 1990 to 1993, he served as commanding officer of
the signal, electronics and computer corps of the Israel Defense Forces and he
is a retired brigadier general. Mr. Waxe also serves as a member of the
boards of directors of Tambour Ltd., C. Mer Industries Ltd. and Shrem, Fudim –
Technologies Ltd. Mr. Waxe holds a B.A. in political science
from the University of Haifa.
Haim Gavrieli has served as a
member of our Board of Directors since 2008. Mr. Gavrieli has served as
Executive Vice President of IDB Development since 2006 and also serves as a
member of the boards of directors of Koor Industries Ltd., Makhteshim-Agan
Industries Ltd., NetVision Ltd., other IDB group companies and various private
companies. Mr. Gavrieli also serves as the Deputy Chairman of the board of
directors of Shufersal Ltd. From April 2005 to November 2006 he served as Vice
President of IDB Development. From April 2001 to April 2005, he served as
personal assistant to the Chairman of the board of directors of IDB and also as
personal assistant to the Chairman of the board of directors of Ganden Holdings
Ltd., and previously, from 1999 to 2001, Mr Gavrieli served as an advisor to the
Israeli Minister of Finance. Mr. Gavrieli holds a B.A. in political science
and sociology from the University of Haifa and an M.A. in management from the
University of Haifa.
Ari Bronshtein has served as
a member of our Board of Directors since 2008. Mr. Bronshtein has served as
Vice-President of DIC since January 2006 and since May 2009 he has also served
as co-Chief Executive Officer of Elron Electronic Industries Ltd., where he
served as a member of the board of directors from March 2006 to May 2009. Mr.
Bronshtein serves as a member of the board of directors of Hadera Paper Ltd.,
Maxima Air Separation Center Ltd. and various private companies. Mr.
Bronshtein had served as an external director and member of the investment
committee of Dash Mutual Fund Management Ltd. and Koor - Tadiran Gemel. From
2004 to 2005, he served as Vice President and head of the Economics and Business
Development division of Bezeq and from 2000 to 2003, as Director of Finance and
Investments at Bezeq. From 1999 to 2000, he served as Manager of
business
analysis at Comverse Technologies, Inc. Mr. Bronshtein holds a B.A. in finance
and management and M.Sc. degree in finance and accounting, both from Tel Aviv
University.
Tal Raz has served as our
Chief Financial Officer since 2005 and resigned from office, effective September
20, 2009. From 2002 to 2005, Mr. Raz served as Chief Financial Officer of Elron
Electronic Industries Ltd. From 2001 to 2002, he served as the
President and Chief Executive Officer of Elbit Ltd. From 1997 to
2001, he served as Elbit’s Chief Financial Officer, having previously served in
the same capacity at Agentsoft Ltd. and Paul Winston Corporation. Prior to that,
he was a senior auditor at Deloitte & Touche’s New York office. Until
January 2007, Mr. Raz served as a director of NetVision Ltd. He is a
member of the steering committee of the Israeli CFO Forum and is a certified
public accountant. He holds a B.A. in accounting and business administration and
an M.B.A. in business administration, from the City University of New
York.
Required
Approval
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, is required for the approval of the election of the
directors set forth above.
Proposed
Resolutions
It is proposed that at the Meeting the
following resolutions be adopted:
“RESOLVED, that Ami Erel be
re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Shay Livnat be
re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Raanan Cohen be
re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Avraham Bigger
be re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Rafi Bisker be
re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Shlomo Waxe be
re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Haim Gavrieli
be re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Ari Bronshtein
be re-elected to the Board of Directors of the Company, effective
immediately.
RESOLVED, that Tal Raz be
elected to the Board of Directors of the Company, effective September 21,
2009.”
The Board of Directors recommends a
vote FOR approval of the proposed resolutions.
Item
4 – Reappointment of Independent Auditors
At the Meeting, pursuant to the
recommendation of our Audit Committee, the shareholders will be asked to approve
the reappointment of Somekh
Chaikin, a member of KPMG International, independent certified public
accountants in Israel, as our independent auditors until the next Annual General
Meeting. We intend to reappoint Somekh Chaikin as the auditor of
our controlled subsidiaries, as well. A representative of the auditors will be
present at the Meeting and will be available to respond to appropriate questions
from the shareholders.
In accordance with our Articles of
Association and as contemplated by the U.S. Sarbanes-Oxley Act, our Board of
Directors has delegated to our Audit Committee the authority to fix the fees
paid to our independent auditors. Such fees for the past fiscal year
are disclosed under Item 16C of our Annual Report for the year 2008 on Form
20-F, and we will report them to the shareholders at the Meeting, as
well.
Required
Approval
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 is required for the approval of the proposed resolution
in this matter.
Proposed
Resolution
It is proposed that at the Meeting the
following resolutions be adopted:
“RESOLVED, that Somekh Chaikin be reappointed as
the independent auditors of the Company until the 2010 Annual General
Meeting.”
The Board of Directors recommends a
vote FOR approval of the proposed resolution.
Item
5 - Consideration of the 2008 Financial Statements
Our audited financial statements for
the year ended December 31, 2008 are included in our Annual Report on Form 20-F,
which we filed with the SEC on March 2, 2009. You may read and copy this report
without charge at the SEC's public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Copies of such material may be obtained by
mail from the Public Reference Branch of the SEC at such address, at prescribed
rates. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference room. Our SEC reports are also available to
the public at the SEC's website at http://www.sec.gov. The annual
report is also available on our website at http://investors.ircellcom.co.il/sec.cfm.
These financial statements and annual report are not a part of this Proxy
Statement. We will hold a discussion with respect to the financial
statements at the Meeting.
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By
Order of the Board of Directors,
Liat
Menahemi Stadler
General
Counsel and Corporate
Secretary
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Dated:
July 21, 2009