Company Website:
http://www.investors.partner.co.il
ROSH HA’AYIN, Israel -- (Business Wire)
Partner Communications Company Ltd. ("Partner" or the "Company")
(NASDAQ:PTNR) (TASE:PTNR), a leading Israeli communications operator, announces
the results of the Annual General Meeting of Shareholders (the "AGM”),
that was held on October 21, 2014, at Partner's offices in Rosh Ha'ayin,
Israel.
The AGM resolutions with respect to the items set forth in the Company's
proxy statement dated September 11, 2014, sent in connection with the
AGM (the "Proxy Statement"), were as follows:
(1) Approval of the re-appointment of 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;
The proposed resolution was approved by the required
majority as detailed in the Proxy Statement.
(2) Discussion of the auditor’s remuneration for the year ended December
31, 2013, 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, 2013;
No vote was required in connection with
discussion of this item.
(3) Discussion of the Company’s audited financial statements for the
year ended December 31, 2013 and the report of the Board of Directors
for such period;
No vote was required in connection with
discussion of this item.
(4) (i) Approval of the re-election of the following directors to the
Company’s Board of Directors until the close of the next annual general
meeting: Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr.
Sumeet Jaisinghani, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Yahel
Shachar, Mr. Arie (Arik) Steinberg and Mr. Ori Yaron;
(ii) Approval of the compensation of Mr. Adam Chesnoff, Mr. Elon Shalev,
Mr. Fred Gluckman, Mr. Sumeet Jaisinghani, Mr. Yoav Rubinstein, Mr.
Arieh Saban and Mr. Yahel Shachar and approval and ratification of the
compensation of Mr. Ori Yaron; approval and ratification of the
reimbursement of reasonable expenses in connection with the performance
of their role of each of the directors listed above; approval that the
directors listed above will continue to benefit from the Company's
existing D&O insurance policy and (subject to the adoption of resolution
6 below) will benefit from the new D&O insurance policy; approval that
the directors listed abovewho have indemnification letters will
continue to benefit from the indemnification thereunder and their
indemnification letters will continue in full force and effect; and
approval and ratification (subject to the adoption of Resolution 5
below) that Mr. Ori Yaron will benefit from the indemnification under
said resolution;
(iii) Approval of the compensation of Ms. Osnat Ronen and Mr. Arie
(Arik) Steinberg; approval and ratification of the reimbursement of
reasonable expenses in connection with the performance of their role of
each of Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg; approval that Ms.
Osnat Ronen and Mr. Arie (Arik) Steinberg will continue to benefit from
the Company's existing D&O insurance policy and (subject to the adoption
of resolution 6 below) will benefit from the new D&O insurance policy;
and approval that Ms. Osnat Ronen and Mr. Arie (Arik) Steinberg who have
indemnification letters will continue to benefit from the
indemnification thereunder and their indemnification letters will
continue in full force and effect.
The proposed resolutions were approved by the required majority as
detailed in the Proxy Statement.
(5) Approval and ratification of the grant of an Indemnification Letter
to Mr. Ori Yaron;
The proposed resolution was approved by the
required majority as detailed in the Proxy Statement.
(6) Approval of the entry into a new D&O insurance policy ;
The
proposed resolution was approved by the required majority as detailed in
the Proxy Statement.
(7) Approval of amendments to the Company’s Articles of Association
regarding:
(i) Manner of appointment or dismissal of an alternate director;
(ii) Indemnification of the Company's Office Holders;
The proposed resolutions were approved by the required majority as
detailed in the Proxy Statement.
(9) Approval and ratification of Compensation of the Former Chairman of
the Board.
The proposed resolution was approved by the required
majority as detailed in the Proxy Statement.
Please note that Item 8 on the AGM agenda was removed from the agenda.
For further information please see the press release and immediate
report dated October 7, 2014 at: http://maya.tase.co.il/bursa/report.asp?report_cd=925103
or the report on Form 6-K at: http://www.sec.gov/Archives/edgar/data/1096691/000117891314003130/zk1415632.htm.
For further information concerning the resolutions, please refer to the
Proxy Statement at: http://maya.tase.co.il/bursa/report.asp?report_cd=920536or the report on Form 6-K at:http://www.sec.gov/Archives/edgar/data/1096691/000117891314002903/zk1415532.htm.
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, 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. 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. For further
information regarding the above-mentioned risks, uncertainties and
assumptions and other 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 Annual
Reports on Form 20-F filed with the SEC, as well as its current reports
on Form 6-K furnished to the SEC. 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. 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: www.orange.co.il/en/Investors-Relations/lobby/
Contacts:
Partner Communications
Mr. Ziv Leitman, Tel: +972(54)
781-4951
Chief Financial Officer
or
Ms. Elana Holzman, Tel:
+972 (54) 781-4383
Head of Investor Relations
E-mail: investors@orange.co.il
Source: PARTNER COMMUNICATIONS
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