convening of meeting false

חברת פרטנר תקשורת בע"מ	2 670
PARTNER COMMUNICATIONS COMPANY LTD
Corporation no: 520044314	11496

	Israel Securities Authority			Tel Aviv Stock Exchange		C460 ( Public )		Reported via MAGNA:	14/09/2017
	www.isa.gov.il			www.tase.co.il				Reference:	2017-02-092775	Time of broadcast: 14:15 12:52:44

Immediate Report of Meeting

Whether to enable voting via the Voting System Yes

Explanation: This form is to be used only by companies which are subject to the Israeli Companies Law 5759-1999

The corporation hereby gives notice of: convening of meeting

The reference number for the most recent notification of a meeting is _________ which was called for the date _________

Reason for Postponement or Cancellation: _________ _________

Explanation: Please refer to the reference number of the most recent notification of the convening or deferral of the meeting

1. On the date: 15/08/2017

it was decided on convening of meeting annual meeting _________ ,

that will be held on the day Tuesday on the date : 24/10/2017 time: 14:00

at address: The Company's offices 8 Ha'amal St. Rosh Ha'ayin Israel

2. Details of security in the Stock Exchange that entitles the holder thereof to participate in the meeting

Security number 1083484

Security name פרטנר מ"ר 0.01 ש"ח

Security type Share

Explanation: If a meeting concerning more than one security is required, a report on C460 will be made separately for every additional security. Reports that specify additional security numbers must be followed by an amending report

The determining date for entitlement to participate and vote in the meeting: 19/09/2017

3. On the Agenda - Items/Decisions to be raised at the meeting

1

1

The item/decision and its particulars:

Approval of the reappointment 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.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

2

2

The item/decision and its particulars:

Discussion of the auditor’s remuneration for the year ended December 31, 2016, 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, 2016.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Reporting

Majority required _________ _________

3

3

The item/decision and its particulars:

Discussion of the Company’s audited financial statements for the year ended December 31, 2016 and the report of the Board of Directors for such period.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Reporting

Majority required _________ _________

4

4 (i)

The item/decision and its particulars:

Approval of the re-election of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Yehuda Saban, Mr. Arie Steinberg, Mr. Ori Yaron and Mr. Barak Pridor, to serve as directors of the Company until the close of the next annual general meeting, unless their office becomes vacant earlier in accordance with the provisions of the Israeli Companies Law and the Company’s Articles of Association.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

5

4(ii)

The item/decision and its particulars:

(A) Approval of the Compensation of Mr. Adam Chesnoff, Mr. Elon Shalev, Mr. Fred Gluckman, Mr. Yoav Rubinstein, Mr. Arieh Saban, Mr. Ori Yaron, Mr. Yehuda Saban and Mr. Barak Pridor; (B) Approval and ratification of the reimbursement of Reasonable Expenses of each of the directors listed above in clause (A); (C) Approval that the directors listed above in clause (A) will continue to benefit from the Company's existing D&O insurance policy; and (D) Approval that the directors listed above in clause (A) will continue to benefit from the Respective Indemnification and Release Letters which will continue in full force and effect.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? Yes

Do you have a “Personal Interest” in the resolution, are you a “Controlling Party” in the Company, a “Senior Office Holder” or an “Institutional Investor” (as these terms are defined in the Companies Law) and if so, why?

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required not a simpe majority special majority with no Personal Interest

6

4(iii)

The item/decision and its particulars:

(A) Approval of the Compensation of Ms. Osnat Ronen and Mr. Arie Steinberg; (B) Approval and ratification of the reimbursement of Reasonable Expenses of Ms. Osnat Ronen and Mr. Arie Steinberg; (C) Approval that Ms. Osnat Ronen and Mr. Arie Steinberg will continue to benefit from the Company's existing D&O insurance policy; and (D) Approval that Ms. Osnat Ronen and Mr. Arie Steinberg will continue to benefit from their indemnification and release letters which will continue in full force and effect.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

7

5

The item/decision and its particulars:

Do you approve the declaration below: I declare that my holdings and my vote DO NOT require the consent of the Israeli Minister of Communications pursuant to (i) Sections 21 (Transfer of Means of Control) or 23 (Prohibition of Cross-Ownership) of the Company’s General License for the Provision of Mobile Radio Telephone Services using the Cellular Method in Israel dated April 7, 1998, as amended (the “License”); or (ii) any other license granted to Partner, directly or indirectly. For your convenience, a translation of sections 21-24 to the License is attached as Annex “C” to the Proxy Statement distributed with this Deed of Vote.

Enable Editing the item/decision and its particulars

Does this require disclosure of any ties or other features of the voting security holder? No

_________

Note: Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes. For example, this field may be used to add a question pertaining to issues that require a declaration of personal interest and details of the interest if any.

In the event of a meeting of bondholders

Resolution pertaining to other interests _________

Details of the other interests

_________

Note: Details of the other interest determine which declaration is included in the online voting system. Please pose Yes/No questions. The question will appear in the voting system alongside the decision that is on the agenda, and the voter will have the option of voting Yes or No, and may add additional information if the voter votes Yes.

Resolution to require holders to provide additional details _________

List of additional details required of holders or the manner in which meetings are convened (in the event of a meeting convened under section 350 of the Companies Law 350):

_________

Note: This field determines which demand for additional details is included in the online voting system. Voters may add text in the field.

No longer on the agenda

Items brought for one of the following: Voting

Majority required simple majority _________

Attachment of report of convening meeting: Partner_Proxy_isa.pdf

4. Attached

Yes wording of the voting letter

No position notification

Ktav_Hatzbaa_isa.pdf

No declaration of candidate to serve as director in corporation.

No declaration of independent director

No declaration of outside director

_________

5. The place and the times at which it is possible to examine any proposed decision the wording of which was not presented in full in the specification of the agenda above

May be reviewed through the Israeli Securities Authority filing system, at www.magna.isa.gov.il, or through the website of the U.S. Securities and Exchange Commission at www.sec.gov

6. Link to the Voting System site: Voting System

Meeting Identifier: _________

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
Stock Exchange/Market: TASE	Date of revision of form structure: 09/08/2017
Address: P.O.B. 435 , Rosh Ha'ain 481032   , Israel Tel: 054-7814190 , 054-7814191 Fax: 054-7814193
E-mail address: ExecutiveOffices@partner.co.il   Company site: www.partner.co.il
Previous names of reporting entity:
Name of the Signatory: VISMUNSKI-WEINBERG HADAR Position of Signatory in the reporting corporation: VP Chief Legal Counsel and Company Secretary Name of Employer Company:
Address: Amal 8 , Rosh-Haayin 4810302 Telephone: 054-8885186 Facsimile: 054-7394190 E-mail: HADAR.VISMUNSKI@partner.co.il 1
Israel