Partner Communications Announces the Results of the Extraordinary General Meeting of Shareholders
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 Extraordinary General Meeting of Shareholders (the "EGM"), that was held on April 11, 2013 at Partner's offices in Rosh Ha'ayin, Israel.
The EGM resolutions with respect to the items set forth in the Company's proxy statement dated March 7, 2013 sent in connection with the EGM (the "Proxy Statement"), were as follows:
(1) to approve and ratify the compensation terms of several directors; to approve and ratify (subject to the adoption of Resolution 4 below) indemnification of several directors and that these directors benefit from the Company's D&O insurance policy;
The proposed resolutions were approved by the required majority as detailed in the Proxy Statement, except for the resolution regarding indemnification - see item 4 below.
(2) to approve and ratify a "Run-Off" insurance policy for directors and other office holders of the Company;
The proposed resolution was approved by the required majority, as detailed in the Proxy Statement
(3) to approve amendments to provisions of the Company's Articles of Association regarding: (i) required majority; (ii) insurance; (iii) indemnification; (iv) release; (v) prospective legal amendments; (vi) shareholders limited liability; and (vii) miscellaneous provisions;
The proposed resolutions set forth in items (3)(ii) and 3(iv) through 3(vii) (inclusive) were approved by the required majority as detailed in the Proxy Statement. The proposed resolutions set forth in items (3)(i) and (3)(iii) were not approved by the required majority.
(4) to approve and ratify the grant of Indemnification Letters to the following directors: (i) Mr. Shlomo Rodav, (ii) Mr. Arieh Saban, (iii) Mr. Adam Chesnoff, (iv) Mr. Fred Gluckman, (v) Mr. Elon Shalev, (vi) Mr. Sumeet Jaisinghani, (vii) Mr. Yoav Rubinstein, (viii) Mr. Ilan Ben-Dov, and (ix) Mr. Yahel Shachar.
The proposed resolutions set forth in items (4)(i) through 4(ix) (inclusive), were not approved by the required majority.
(5) to approve and ratify as a "framework transaction" an extension of the agreement to purchase handsets, accessories, spare parts and repair services from Scailex Corporation Ltd.;
The proposed resolution was approved by the required majority as detailed in the Proxy Statement.
For further information concerning the proposed resolutions, please refer to the Proxy Statement at:http://www.sec.gov/Archives/edgar/data/1096691/000117891313000604/zk1312741.htm
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. For further information regarding of some of the 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 2012 Annual Report (20-F) filed with the SEC on March 19, 2013. 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 and the 012 Smile 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).
For more information about Partner, see: http://www.orange.co.il/en/Investors-Relations/lobby/
KEYWORDS: United States North America Middle East Israel
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