Unassociated Document
FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
_____
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
April
12, 2007
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 42140
________________________________________________
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
__X__
Form 40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes
_____ No __X__
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not
Applicable
CELLCOM
ISRAEL LTD.
NOTICE
OF 2007 ANNUAL GENERAL MEETING OF SHAREHOLDERS
Notice
is
hereby given that the 2007 Annual General Meeting of Shareholders (the
“Meeting”) of Cellcom Israel Ltd. (the “Company”) will be held on Tuesday, May
8, 2007, at 10:00 a.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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election
of Ami
Erel, Shay Livnat, Raanan Cohen, Oren Lieder, Avraham Bigger, Rafi
Bisker
and Shlomo Waxe as directors;
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(2) |
election
of Ronit Baytel and Joseph Barnea as external
directors;
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(3)
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approval
of the fees to be paid to external
directors;
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(4)
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approval
of liability insurance covering our directors;
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(5) |
reappointment
of Somekh
Chaikin, a member of KPMG International, as
our independent auditors; and
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(6) |
consideration
of our audited financial statements for the year ended December 31,
2006.
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Shareholders
of record at the close of business on April 9, 2007 (“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. Shareholders who attend the Meeting may revoke their proxies and vote
their shares in person. Shareholders wishing to express their position on an
agenda item for the Meeting may do so by submitting a written statement to
the
Company’s office at the above address no later than ten days following the
Record Date. Reasonable costs incurred by the Company in dealing with such
a
position statement shall be borne by the submitting shareholder.
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 holder of joint shares 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.
By
Order
of the Board of Directors,
Liat
Menahemi-Stadler
General Legal Counsel and Corporate Secretary
Dated:
April 12, 2007
CELLCOM
ISRAEL LTD.
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 2007 Annual General Meeting of Shareholders (the “Meeting”), or at any
adjournment thereof, pursuant to the accompanying Notice of 2007 Annual General
Meeting of Shareholders. The Meeting will be held on Tuesday, May 8, 2007,
at
10:00 a.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)
|
election
of Ami
Erel, Shay Livnat, Raanan Cohen, Oren Lieder, Avraham Bigger, Rafi
Bisker
and Shlomo Waxe as directors;
|
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(2)
|
election
of Ronit Baytel and Joseph Barnea as external directors;
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After
a
short recess during which our Audit Committee and Board of Directors will
convene to consider various resolutions, the Meeting will reconvene to consider
the following matters:
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(3) |
approval
of the fees to be paid to external
directors;
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(4) |
approval
of the liability insurance covering our directors;
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|
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(5) |
reappointment
of Somekh
Chaikin, a member of KPMG International, as
our independent auditors; and
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(6) |
consideration
of our audited financial statements for the year ended December 31,
2006.
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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, shares represented by any proxy in the enclosed form, if the proxy
is
properly executed and received by the Company not less than 72 hours prior
to
the time fixed for the Meeting, will be voted in favor of all the matters to
be
presented at the Meeting, as described above, unless a shorter period is
determined by the chairman of the Meeting. Shareholders may revoke the authority
granted by their execution of proxies by filing with the Company a written
notice of revocation or duly executed proxy bearing a later date, provided
such
revocation 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 April 9, 2007
will be entitled to vote at the Meeting. Proxies are being mailed to
shareholders on or about April 12, 2007 and will be solicited chiefly by mail.
However, certain officers, directors, employees and agents of the Company,
none
of whom will receive additional compensation therefor, 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 shares.
On
March
31, 2007, 97,500,000 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 (alone or together with
relatives or with other parties who collaborate on a regular basis) or
transferring 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
effect a significant influence over us. In this context, holding 25% 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 parties 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” of our Annual Report 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”.
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 at any meeting of shareholders, in person or by proxy,
each
shareholder must certify that its holdings of our Ordinary Shares do not
contravene any the restrictions contained in our licenses.
Accordingly,
the enclosed form of proxy contains a space to indicate whether or not your
holdings of our Ordinary Shares contravene any of the holding or transfer
restrictions set forth in our licenses. If
you indicate that your holdings do so contravene or if you fail to answer that
question on the form of proxy, your form of proxy will be disqualified and
your
votes will be discounted.
Share
Ownership
The
following table sets forth, as of March 31, 2007, the number of our Ordinary
Shares, which constitute our only voting securities, beneficially owned by
(i)
all shareholders known to us to beneficially own more than 5% of our outstanding
Ordinary Shares and (ii) all of our directors and executive officers as a group.
The voting rights of all our shareholders are the same. As of March 31, 2007,
97,500,000
of our Ordinary Shares were outstanding.
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Shares
Beneficially
Owned
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Name
of Beneficial
Owner
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Number
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Discount
Investment Corporation Ltd. (1)
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62,875,000
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64.5%
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Leumi
& Co. Investment House Ltd.
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4,875,000
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5.0%
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Directors
and executive officers as a group (21 persons)(2)
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62,875,000
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64.5%
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(1) Includes
24,375,855 Ordinary Shares held by two wholly-owned subsidiaries of Discount
Investment Corporation Ltd. (“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 5.5% 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.
(“IDB Development”), which in turn is a majority-owned subsidiary of IDB Holding
Corporation Ltd. (“IDB”). IDB, IDB Development and DIC are public Israeli
companies whose shares are traded on the Tel Aviv Stock
Exchange.
IDB
is
controlled as follows:
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·
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Ganden
Holdings Ltd. (“Ganden”), a private Israeli company controlled by Nochi
Dankner (who is also the Chairman of IDB, IDB Development and DIC
and one
of our directors) and his sister Shelly Bergman, holds, directly
and
through a wholly-owned subsidiary, approximately 44.88% of the outstanding
shares of IDB;
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·
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Shelly
Bergman, through a wholly-owned company, holds approximately 7.23%
of the
outstanding shares of IDB;
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·
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Avraham
Livnat Ltd. (“Livnat”), a private company controlled by Avraham Livnat
(one of whose sons, Zvi Livnat, is a director and Executive Vice
President
of IDB, Deputy Chairman 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, directly and through a wholly-owned subsidiary,
approximately 10.38% of the outstanding shares of IDB;
and
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·
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Manor
Holdings BA Ltd. (“Manor”), a private company controlled by Ruth Manor
(whose husband, Isaac Manor, is one of our directors and he and their
son
Dori Manor are directors of IDB, IDB Development and DIC) holds,
directly
and through a majority-owned subsidiary, approximately 10.37% 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 approximately
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 shares in IDB have been pledged to financial institutions as
collateral for loans taken to finance the purchase of the shares. Upon certain
events of default, these financial institutions may foreclose on the loans
and
assume ownership of or sell the shares.
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.
(2) Represents
the shares held, directly or indirectly, by DIC, which are beneficially owned
by
Nochi Dankner by virtue of his control of IDB. Each other director who is
affiliated with
IDB
or DIC disclaims beneficial ownership of such shares.
AGENDA
OF THE 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, Oren Lieder, Avraham Bigger, Rafi Bisker and Shlomo Waxe
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 Sarbanes-Oxley Act applicable to audit committee members.
At the Meeting we intend to elect two “external directors”, as such term is
defined in the Israeli Companies Law, 5759-1999 (the “Companies Law”). See Item
2 below. These nominees have been approved by our Board of Directors.
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, the Israeli
shareholders will be entitled to appoint two directors, and if our Board of
Directors is comprised of between 15 and 24 directors, the 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, and their re-election 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 2007 Mr. Erel also serves as the Chief Executive Officer
of NetVision Ltd.. 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 recently, 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 a member of the board of directors of NetVision Ltd., Koor Industries Ltd.,
Makhteshim-Agan Industries Ltd., Super-Sol Ltd., Property and Building
Corporation Ltd. and other IDB group companies. Mr. Erel has served as the
chairman of the executive committee of the Manufacturers Association of Israel
since 2005. 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., a holding company that manages
a
diverse portfolio of international telecommunications operations and hi-tech
companies, which was founded by him in 1988, since 2001. From 1988 to 1998,
he
served as Chief Executive Officer of Tashtit Ltd. Mr. Livnat also serves as
a
member of the board 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 serves
as a
member of the executive committee of the University of Haifa. Mr. Livnat
holds a B.A. in electrical engineering from Fairleigh Dickinson
University.
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. (formerly named
Scitex 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 board of
directors of Makhteshim-Agan Industries Ltd., ECI Telecom Ltd., Property and
Building Corporation 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.
Oren
Lieder has
served
as a member of our Board of Directors since 2005. Mr. Lieder has served as
Senior Vice President and Chief Financial Officer of Discount Investment
Corporation Ltd. since 2003. From 1997 to 2002, he served as the Chief Financial
Officer of Bezeq - The Israeli Telecommunications Corporation Ltd. From 1989
to
1996,
he
served as Chief Financial Officer of Zim Israel Navigation Company Ltd.
Mr. Lieder also serves as a
member of
the board of directors of Ham-Let (Israel Canada) Ltd., Super-Sol Ltd.,
Makhteshim-Agan Industries Ltd., Property and Building Corporation Ltd., Bayside
Land Corporation Ltd. and various private companies. Mr. Lieder serves as a
member of the board of trustees and investment committee of the University
of
Haifa. Mr. Lieder holds a B.A. in economics and statistics from the
University of Haifa.
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 and as of December 2006,
is
the Chief Executive Officer of Makhteshim-Agan Industries Ltd. Mr. Bigger also
serves as the Chairman of Super-Sol Ltd., Makhteshim-Agan Industries Ltd. and
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 board 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
Chief Executive Officer of Ganden Real Estate Ltd. and the Chairman 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. From 1989 to 1999, he served as Chief Executive Officer of Dankner
Investments Ltd. Mr. Bisker also serves as a member of the board of
directors of IDB Holding Corporation Ltd., IDB Development Corporation Ltd.,
Discount Investment Corporation Ltd., Clal Industries and Investments Ltd.,
Super-Sol 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 board of directors of Tambour Ltd., C. Mer Industries Ltd. and
Shrem, Fudim , Kelner - Technologies Ltd. Mr. Waxe holds a B.A. in
political science from the University of Haifa.
Required
Approval
The
affirmative vote 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
re-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
elected
to the Board of Directors of the Company, effective immediately.
RESOLVED,
that
Shay
Livnat
be
elected to the Board of Directors of the Company, effective
immediately.
RESOLVED,
that
Raanan
Cohen
be
elected to the Board of Directors of the Company, effective
immediately.
RESOLVED,
that
Oren
Lieder be
elected
to the Board of Directors of the Company, effective immediately.
RESOLVED,
that
Avraham
Bigger
be
elected to the Board of Directors of the Company, effective
immediately.
RESOLVED,
that
Rafi
Bisker be
elected
to the Board of Directors of the Company, effective immediately.
RESOLVED,
that
Shlomo
Waxe be
elected
to the Board of Directors of the Company, effective immediately.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolutions.
Item
2 - Election of External Directors
Companies
incorporated under the laws of Israel whose shares have been offered to the
public, such as the Company, are required by the Israeli Companies Law to
appoint at least two external directors. To qualify as an external director,
an
individual or the individual's relative, partner, employer or any entity under
the individual's control may not have, and may not have had at any time during
the previous two years, any affiliations with the Company or any person
controlling, controlled by or under common control with the Company. In
addition, no individual may serve as an external director if the individual’s
position or other activities create or may create a conflict of interest with
his or her role as an external director. For a period of two years from
termination of an external director's service, the Company may not appoint
such
former external director as a director or employee of the Company or receive
professional services from such former external director for compensation.
Pursuant
to the Companies Law, the external directors are required to be elected by
the
shareholders, for up to two three-year terms, subject to extension under certain
circumstances. All of the external directors of a company must be members of
its
Audit Committee and each other committee of a company’s board of directors which
is authorized to exercise powers of the board of directors must include at
least
one external director. Our external directors will also be independent directors
under the rules
of
the Sarbanes-Oxley Act applicable to audit committee members.
On
March
29, 2007, our Board of Directors nominated Ronit Baytel and Joseph Barnea as
external directors for an initial term of three years. Our Board of Directors
confirmed that each nominee possesses the professional qualifications required
under the Companies Law and designated Ms. Baytel as our “audit committee
financial expert” under the Sarbanes-Oxley Act and SEC rules.
A
brief
biography of each nominee is set forth below:
Ronit
Baytel
has
served as a senior member of the finance department of Ormat Group since 2005,
where she is responsible, among other things, for internal control over
financial reporting. From 1994 to 2005, she served as a member of the auditing
department of Kesselman & Kesselman, a member of PricewaterhouseCoopers
International Limited, and from 1999, in the position of senior manager.
Ms. Baytel is a certified public accountant and holds a B.A. in economics
and accounting from Tel Aviv University and an M.B.A from the Hebrew University.
Joseph
Barnea
is a
retired businessman. He served as the Chief Executive Officer of Oxygen &
Argon Works Ltd. from 1987 to 2005 and continued to serve as a member of its
management until 2006. From 1985 to 1987, he served as the Chief Executive
Officer of Telkoor Ltd. From 1980 to 1985, he served as a Vice President of
Elscint Medical Imaging Ltd. Mr. Barnea is a member of the Presidency of the
Israeli Industrialists Association and until recently served as the Chairman
of
its Chemistry and Environment Association, and from 2005 a member of
the boards of the Israeli Export Institute and the Israeli Standards
Institute. From 2001 to 2004 he served as Chairman and President of the
International Oxygen Manufacturers Association (IOMA). He served as Colonel
and
Deputy Commander of the signal, electronics and computer corps of the Israeli
Defense Forces. Mr. Barnea holds a B.Sc. in
electrical
engineering from the Technion, Israel Institute of Technology and an M.Sc.
in
electrical engineering from Columbia University, New York, USA.
At
the
Meeting, shareholders will be asked to elect Ronit Baytel and Joseph Barnea
as
external directors, each for a term of three years.
Required
Approval
The
election of an external director requires 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, provided that either (i) at least one third of the
shares of non-controlling shareholders are voted in favor of the election of
the
external director or (ii) the total number of shares of non-controlling
shareholders voted against the election of the external director does not exceed
one percent of the outstanding voting power in the Company.
Proposed
Resolution
It
is
proposed that at the Meeting the following resolutions be adopted:
“RESOLVED,
that
Ronit Baytel be
elected
as an external director of the Company for a three-year term, effective
immediately.
RESOLVED,
that Joseph
Barnea be elected as an external director of the Company for a three-year term,
effective immediately.”
The
Board of Directors recommends a vote FOR approval of the proposed resolutions.
Item
3 - Approval of Fees of External Directors
The
remuneration for external directors is established by regulations promulgated
under the Companies Law. It
is
proposed to pay our external directors as shall be elected from time to time
an
annual fee of NIS 100,000 (approximately $24,000) and a meeting attendance
fee
of NIS 3,000 (approximately $700), payable in accordance with the aforesaid
regulations, as adjusted for changes in the Israeli CPI.
Under
the
Companies Law, the remuneration of external directors is required to be approved
by the audit committee (which includes at least two external directors), board
of directors and shareholders, in that order. If the nominees for external
director are elected at the Meeting pursuant to Item 2, they will immediately
become members of our Audit Committee. The Meeting will then recess to enable
our Audit Committee and Board of Directors to convene, consider and resolve
upon
the remuneration of external directors, and shortly after this recess the
Meeting will reconvene. If so approved, the shareholders will be asked to
approve the foregoing fees for the external directors elected at the Meeting
and
for any other external directors that may serve in the future from time to
time.
Required
Approval
The
approval of fees for external directors requires 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.
Proposed
Resolution
It
is
proposed that at the Meeting the following resolution be adopted:
“RESOLVED,
to
approve
to pay each of the Company’s external directors who may serve from time to time
an annual fee of NIS 100,000 and a meeting attendance fee of NIS 3,000,
payable
in
accordance with the applicable regulations under the Companies Law, as adjusted
for changes in the Israeli CPI.”
The
Board of Directors recommends a vote FOR approval of the proposed resolution.
Item
4 - Approval of D&O Insurance Covering our Directors
The
Companies Law and our Articles of Association authorize us, subject to the
requisite corporate approvals, to purchase an insurance policy for the benefit
of our officers and directors for liability by reason of acts or omissions
committed while serving in their respective capacities as officers or directors.
Specifically, the purchase of insurance for directors is required to be approved
by our Audit Committee, Board of Directors and shareholders.
The
Companies Law provides that a company may not enter into an insurance policy
which would provide coverage for the liability of an officer or director for:
(a) a breach of his or her duty of loyalty, except if he or she acted in good
faith and had a reasonable cause to assume that such act would not prejudice
the
interests of the Company; (b) a breach of his or her duty of care committed
intentionally or recklessly (as opposed to negligently); (c) an act or omission
done with the intent to unlawfully realize personal gain; or (d) a fine or
monetary settlement imposed upon him or her.
We
believe
that it is in the Company’s best interests to provide D&O
liability
insurance coverage for the benefit of our directors to enable us to attract
and
retain highly qualified directors. We had such a policy in the past but
increased it in connection with our recent initial public offering in the United
States.
Under
the
Companies Law, D&O insurance in favor of directors is required to be
approved by the audit committee (which includes at least two external
directors), board of directors and shareholders, in that order. If the nominees
for external director are elected at the Meeting pursuant to Item 2, they will
immediately become members of our Audit Committee. The Meeting will then recess
to enable our Audit Committee and Board of Directors to convene, consider and
resolve upon the matter of D&O insurance in favor of our directors. If so
approved, the shareholders will be asked to approve D&O
liability
insurance coverage for the benefit of our directors, as part of a policy which
covers
liabilities of the Company and its respective directors, officers and
certain other employees
up to a
maximum of $100 million per claim and in the aggregate, and an additional 20%
of
the aforesaid sum in connection with defending lawsuits in Israel only; the
total annual premium amount is currently $1.2 million.
At
the
Meeting, the shareholders will also be asked to approve any
renewal and/or extension of such policy, and the purchase of any other D&O
insurance policy upon the expiration of such policy, provided that such renewal,
extension or substitution is for the benefit of the Company and its officers,
directors and
certain other employees
and on
terms substantially similar to or more favorable to the Company than those
of
the then effective insurance policy, that the coverage will not exceed the
amounts described above and that the annual premium will not exceed an amount
representing an increase of 10% in any year, as compared to the previous year.
The approval of the shareholders of this proposed resolution at the Meeting
will
extend to any renewal or substitution of such policy, from time to time, within
the foregoing limitations.
The
abovementioned D&O insurance policies also shall apply to current directors,
and any future directors who may serve from time to time, who is or may be
considered a “controlling person” under the Companies Law.
Required
Approval
The
affirmative vote 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
thereof.
Proposed
Resolutions
It
is
proposed that at the Meeting the following resolution be adopted:
“RESOLVED, that
the
liability insurance coverage described
in the Proxy Statement relating to the Meeting,
and
any
renewals, extensions or substitutions pursuant to the limitations set forth
in
such Proxy Statement,
be
approved for the benefit of all directors of the Company who may serve from
time
to time.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolution.
Item
5 - Appointment 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. Somekh
Chaikin
have no
other relationship with us or with any of our affiliates, except as auditors
and
tax consultants. 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 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 voting power in the Company
present, in person or by proxy, and voting on the matter is required for the
approval thereof.
Proposed
Resolutions
It
is
proposed that at the Meeting the following resolutions be adopted:
“RESOLVED,
that
Somekh
Chaikin, a member of KPMG International,
be
appointed as the independent auditors of the Company until the 2008 Annual
General Meeting.”
The
Board of Directors recommends a vote FOR approval of the proposed
resolution.
Item
6 - Consideration of 2006 Financial Statements
Our
audited financial statements for the year ended December 31, 2006 are included
in our Annual Report on Form 20-F, which we filed with the Securities and
Exchange Commission (SEC) on March 12, 2007. 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://www.cellcom.co.il/Cultures/en-US/InvestorRelations.
These
reports are not a part of this Proxy Statement. We will hold a discussion with
respect to the financial statements at the Meeting.
By
Order
of the Board of Directors,
Liat
Menahemi-Stadler
General
Legal Counsel and Corporate Secretary
Dated:
April 12, 2007
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
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CELLCOM
ISRAEL LTD.
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Date:
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April
12 , 2007
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By:
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/s/ Liat Menahemi Stadler
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Name:
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Liat
Menahemi Stadler
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Title:
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General
Counsel
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