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.
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