EXHIBIT 1.
Dated April 20, 2005
ADVENT INVESTMENTS PTE LIMITED
and
MATAV CABLE SYSTEMS MEDIA LTD.
and
MATAV INVESTMENTS LTD.
and
ELBIT LTD.
and
EUROCOM COMMUNICATIONS LTD.
and
POLAR COMMUNICATIONS LTD.
and
TAPUZ CELLULAR SYSTEMS LTD.
and
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL
(NETHERLANDS) B.V.
RESTATEMENT OF THE RELATIONSHIP AGREEMENT
Page 27 of 47 Pages
THIS RESTATEMENT OF THE RELATIONSHIP AGREEMENT is made on April 20, 2005, with
an effective date pursuant to Clause 10.9 below,
BETWEEN:
(1) ADVENT INVESTMENTS PTE LIMITED, whose principal office is at 0 Xxxx
Xxxxxx'x Xxxxxx, #00-00 Xxxxx Xxxxxxxx, Xxxxxxxxx ("ADVENT");
(2) MATAV CABLE SYSTEMS MEDIA LTD. and MATAV INVESTMENTS LTD., both of whose
principal office is at 00 Xxxxxx Xxxxxx, Xxxxx Xxxxxxxxxx Xxxx, Xxxxxxx
00000, Xxxxxx (together, "MATAV");
(3) ELBIT LTD., whose principal office is 3 Azrieli Center, Triangle Building,
42nd Floor, Tel Aviv 67023, Israel ("ELBIT");
(4) EUROCOM COMMUNICATIONS LTD., whose principal office is at 2 Xxx Xxxxxxxx
Street, Ramat Gan, Israel ("EUROCOM");
(5) POLAR COMMUNICATIONS LTD., (formerly known as Hapoalim Electronic
Communication Limited), whose principal office is at 00 Xx'xxxx'xx Xx., Xxx
Xxxx 00000, Xxxxxx ("POLAR");
(6) TAPUZ CELLULAR SYSTEMS LTD., whose principal office is at 2 Xxx Xxxxxxxx
Street, Ramat Gan, Israel ("TAPUZ"); and
(7) XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL (NETHERLANDS) B.V., whose
registered office is Xx Xxxxxxxxx 0 Xxxxxxxx, 0000 XX Xxxxxxxxx,
Xxxxxxxxxxx ("XXXXXXXXX");
(and together referred to hereinafter as the "PARTIES" and individually a
"PARTY").
WHEREAS:
(A) The Parties are the parties or successors in title of the parties to a
relationship agreement dated 10 October 1999 as amended on 23 April 2002
and 7 February 2005 as well as a Supplemental Agreement dated 18 April 2002
(the "RELATIONSHIP AGREEMENT"); and
(B) The Parties wish to restate the Relationship Agreement further to record
certain agreements between them in relation to the Company (defined below),
inter alia, for the purpose of complying with certain requirements made by
Bank of Israel and changes in the Licence (defined below) of the Company to
the intent that this Restatement Agreement (hereinafter "AGREEMENT") will
supercede and replace the Relationship Agreement in its entirety as to the
subject matter of this Agreement.
IT IS AGREED AS FOLLOWS:
1 DEFINITIONS
"BANK OF ISRAEL EVENT" means an action or event that would cause the
Company to become obliged, under applicable rules of the Bank of Israel (as
in effect from time to time) which restrict loans to related parties, to
repay amounts to, or alter the terms of any existing or subsequent credit
facility with, any bank on terms substantially different from those
applicable to other banks participating in such facility or on terms which
would not apply were it not for the application of such rules;
"BUSINESS DAY" means a day on which banks are open for business in both
Hong Kong and Tel Aviv (excluding Saturday, Sunday and public holidays);
Page 28 of 47 Pages
"BUYBACK LETTER" means the offer letter dated 7 February 2005, by and among
Elbit, Eurocom, Polar, Matav and the Company;
"COMPANY" means Partner Communications Company Ltd.;
"ISRAELI ENTITY" or in the plural "ISRAELI ENTITIES" means (a) for an
individual - an Israeli citizen or resident of Israel, and (b) for a
corporation - a corporation that was incorporated in Israel and an
individual that is a citizen and a resident of Israel, controls the
corporation either directly or indirectly, as long as the indirect control
shall be only through a corporation that was incorporated in Israel, one or
more, as such definition is described in more detail in the Licence;
"ISRAELI SHAREHOLDERS" means Matav, Elbit, Eurocom and Polar and any
transferees pursuant to Clause 2.1 hereof;
"LICENCE" means a licence dated 7 April 1998 granted by the Minister of
Communications to the Company, including the Permit, as such licence has
been amended from time to time;
"MARKET PRICE" means A/B where,
A = the average of the closing prices of one ADS as quoted on Nasdaq
on each of the 30 trading days immediately before the date of a
Transfer Notice or Further Offer Notice, as the case may be,
issued pursuant to Clause 5; and
B = the number of underlying Share or Shares represented by one ADS;
"MRT OPERATOR" has the meaning given to it in Section 14.1(B) of the
Licence;
"PARENT" means, in respect of a company, a person who holds 40 per cent or
more of the par value of the issued share capital of the company or the
voting rights in a general meeting of the company or is entitled to
nominate 40 percent or more of the directors or the general manager of the
company or is a member of it and controls alone or pursuant to an agreement
with other members, 40 percent or more of the voting rights in a general
meeting of the company or the parent of each such parent or its parent;
and, in respect of a partnership, a person who holds 40 per cent or more of
the equity of the partnership or who is a partner of it and controls alone
or pursuant to an agreement with other partners 40 per cent or more of the
voting rights in the partnership, or the Parent of each such Parent or its
Parent;
"PERMIT" means the permit dated 7 April 1998 granted by the Minister of
Communications to the Company, as such permit has been amended from time to
time;
"REQUIRED ISRAELI PERCENTAGE" means the minimum cumulative holding of
Shares by Israeli Entities as required under the Licence and the Company's
Articles of Association, as each may be in effect from time to time;
"REQUIRED FOUNDERS PERCENTAGE" means the minimum cumulative holdings by the
Company's "founding shareholders or their respective substitutes" (as
defined in Section 21.8 of the License) as set out in the Licence and the
Company's Articles of Association, as each may be in effect from time to
time;
"SHARES" means the issued Ordinary Shares of NIS 0.01 each in the share
capital of the Company.
Page 29 of 47 Pages
1.1 CLAUSES, SCHEDULES ETC.
References to this Agreement include any Recitals and Schedules to it and
references to Clauses and Schedules are to Clauses of and Schedules to this
Agreement.
1.2 HEADINGS
Headings shall be ignored in construing this Agreement.
2. REQUIRED ISRAELI AND FOUNDERS PERCENTAGES
2.1 (a) Each of the Israeli Shareholders hereby undertakes and agrees,
severally but not jointly, at all times, to hold pro rata a sufficient
number of Shares to comply with the Required Israeli Percentage, as
detailed on SCHEDULE 1 hereto. Notwithstanding the foregoing, subject to
the written approval of the Minister of Communications (to the extent
required by law), the Israeli Shareholders shall be entitled to sell their
respective Shares but only to an Israeli Entity who undertakes to comply
with the Required Israeli Percentage, at all times, in respect of such
Shares and to enter into an agreement by which it shall be bound by the
provisions of this Agreement and to deliver to the Company's Secretary (a)
a share transfer deed that includes an undertaking by the transferee to
comply with all requirements of section 22A of the Licence and (b) all
information requested with respect to the transferee's qualification as a
Founding Shareholder and/or a Founding Israeli Shareholder (as defined in
the Licence). Any transfer of Shares by an Israeli Shareholder not in
accordance with this Clause 2.1, shall be rejected by the Board of the
Company (and the Parties shall procure that the Articles of Association of
the Company shall be amended accordingly) and such transfer shall be deemed
to be null and void.
(b) Nothing herein shall restrict or limit in any way an Israeli
Shareholder's right to freely sell or otherwise dispose of (i) any number
of Shares that exceeds its percentage of the Required Israeli Percentage
set forth in Schedule 1 hereto or (ii) any Shares acquired by it following
the date hereof.
(c) Notwithstanding the foregoing, the number of Shares required by this
Agreement to be held by any Israeli Shareholder in order to maintain its
pro rata portion of the Required Israeli Percentage shall be calculated
based on the number of Shares outstanding from time to time up to a maximum
of 160,922,344 Shares outstanding, provided, however, that such number
shall be adjusted from time to time to reflect stock dividends, stock
splits, reverse stock splits and the like which applies to all the Shares.
2.2 Xxxxxxxxx shall hold such number of Shares to comply with the Required
Founders Percentage less the Required Israeli Percentage and the Israeli
Shareholders shall hold such number of Shares to comply with the Required
Israeli Percentage.
2.3 To the extent that the law (including the Licence or Articles of
Association of the Company) requires that the person(s) who is holding
Shares to comply with the Required Israeli Percentage to appoint a certain
number of Directors of the Company, then the Israeli Shareholders hereby
severally agree and undertake to appoint and retain, from time to time,
such number of the directors of the Company to comply with such requirement
and shall ensure that the appointees are Israeli citizens and residents. In
addition, to the extent that the law (including the Licence or Articles of
Association of the Company) so requires, each of Advent and Xxxxxxxxx
hereby jointly and severally agree and undertake to vote all their Shares
in each general meeting of the Company's shareholders at which any
directors are elected to ensure that a majority of the directors of the
Company shall be Israeli citizens and residents.
Page 30 of 47 Pages
3. MRT OPERATOR
3.1 A Parent of Advent shall continue to be a Controlling Corporation (as
defined in the Licence) of an MRT Operator; such MRT Operator shall,
subject to Clause 3.2, be Xxxxxxxxx Telephone Company Ltd. ("HTCL"), for so
long as this is required by the Licence.
3.2 Advent may, without having to obtain the prior approval of the other
Parties, substitute in place of HTCL another affiliate company of Xxxxxxxxx
Telecommunications International Limited to act as an MRT Operator, if so
required by the Licence or if so requested by Advent and permitted under
the Licence and applicable approvals of the Minister of Communication or
Ministry of Communication are obtained.
4. PERMITTED TRANSFERS
No party may transfer any Shares if the transfer would result in
circumstances (a) constituting a breach or default under the Licence or any
of the Company's agreements with its lenders to which it is a party, or (b)
which with the lapse of time or service of a notice would constitute such
breach or default. Subject to the foregoing, and to the other provisions of
this Agreement, any Party may transfer Shares freely provided that all
necessary governmental or regulatory approvals for the transfer are
granted.
5. TRANSFER IN THE EVENT OF DEFAULT
5.1 DEEMED TRANSFER NOTICE
If any Party who directly or indirectly holds Shares commits an Event of
Default (defined in Clause 5.3 below), then the Board of the Company, at a
meeting in which the Directors nominated by the Party which has committed
the Event of Default the "DEFAULTING PARTY" will not be entitled to
participate, shall be entitled, at its discretion, by notice in writing to
require the Defaulting Party to give a transfer notice ("TRANSFER NOTICE")
in respect of all the Shares then registered in the name of the Defaulting
Party and procure any person holding any Shares in trust for or on behalf
of the Defaulting Party to give a Transfer Notice in respect of all other
Shares beneficially owned by the Defaulting Party, and the provisions of
clauses 5.4 and 5.5 below shall apply to the transfer of Shares made
pursuant to such Transfer Notice(s). The Transfer Notice(s) shall specify a
price (the "TRANSFER PRICE") for each Share which shall, in the case of an
Event of Default specified in Clause 5.3.1, be the Market Price less a
discount of 17.5 per cent, and in the case of all other Events of Default,
be the Market Price. In the event that the Defaulting Party or any trustee
or other person fails to issue the Transfer Notice as aforesaid, such
Transfer Notice may be issued on its behalf by a person nominated by the
Board at a meeting in which Directors nominated by the Defaulting Party are
entitled to attend but not participate with a copy to the Defaulting Party.
For the purpose of this Clause 5, the Defaulting Party, the person holding
Shares in trust for or on behalf of the Defaulting Party having given a
Transfer Notice, shall be referred to as the "OFFEROR" and the Shares which
are the subject matter of a Transfer Notice shall be referred to as the
"OFFERED SHARES".
5.2 If the Board has exercised its discretion under Clause 5.1 above to require
the Defaulting Party, or the Board nominee as aforesaid to give, procure or
issue a Transfer Notice and the Defaulting Party contests that an Event of
Default has occurred or that the Board was entitled to require it to give a
Transfer Notice, and has notified in writing of such contest within seven
days of receipt of the Board's requirement to give a Transfer Notice, then:
5.2.1 the Defaulting Party, within seven days following such seven day
period, must commence proceedings in respect of the issues in dispute,
pursuant to Clause 10.6.2 below;
5.2.2 the Company and the Parties must actively pursue a swift resolution
of said proceedings;
Page 31 of 47 Pages
5.2.3 provided that the proceedings have been commenced as aforesaid, the
Transfer Notice, duly signed by the Defaulting Party or the Board's
nominated representative (as the case may be), must be deposited with
a custodian; and
5.2.4 the custodian must act in relation to such Transfer Notice in
accordance with the decision of the courts.
5.3 EVENT OF DEFAULT
An "EVENT OF DEFAULT" for the purpose of Clause 5 means the occurrence of
any of the following:
5.3.1 a Party committing a breach of its obligations under this Agreement
which has a material adverse effect on the Company, and, in the case
of a breach capable of remedy, failing to remedy the same within 30
days of being specifically required in writing so to do by the Company
or any one of the Parties;
5.3.2 a Party committing a breach of its obligations under any of the
agreements of the Company's lenders to which it is a party, which has
a material adverse effect on the Company and, in the case of a breach
capable of remedy, failing to remedy the same within the requisite
period (if any) provided under the agreements of the Company's
lenders.
5.4 TRANSFER NOTICE
In the circumstances in which, pursuant to Clauses 5.1 to 5.3 above, this
Clause 5.4 and Clause 5.5 apply, the Offeror shall give a Transfer Notice
to the other Parties (the "OTHER SHAREHOLDERS") with a copy to the Company,
marked for the attention of the Company Secretary. The Transfer Notice
shall constitute an offer to sell the Offered Shares, at the Transfer Price
to the other Shareholders as nearly as possible in proportion to the
Percentage Interests then held by the other Shareholders. For the purpose
of this Clause 5, "PERCENTAGE INTERESTS" means the number of Shares from
time to time held, directly or indirectly, expressed as a percentage of the
total number of Shares held by the relevant other Shareholders.
5.5 ACCEPTANCE
With seven (7) Business Days after the delivery of the Transfer Notice,
each of the other Shareholders shall notify the Offeror in writing, with a
copy to the Other Shareholders, of the maximum number of the Offered Shares
offered to it which it is willing to purchase at the Transfer Price. Any of
the Other Shareholders which fails to give such notice within the specified
time period shall be deemed to have refused the offer. At the expiry of the
seven (7) Business Day period, any of the Offered Shares not so accepted
shall be offered by notice in writing (the "FURTHER OFFER NOTICE") to those
Other Shareholders who have accepted all of the Offered Shares to which
they are respectively entitled, such offer to be as nearly as possible in
proportion to the Percentage Interests then held by such Other Shareholders
(excluding the Other Shareholders who did not accept the offer set out in
the Transfer Notice). The Other Shareholders who receive the further offer
may accept the further offer of the Offered Shares in the proportion
offered to them respectively or in such other proportion as such Other
Shareholders agree between themselves by notice in writing (the "ACCEPTANCE
NOTICE") to the Offeror (with copies to the Other Shareholders and the
Company) stating the proportion of Shares each such Other Shareholder
accepts. The Offeror shall be bound to transfer those of the Offered Shares
accepted by the Other Shareholders in accordance with the provisions of
this Clause 5.5. Completion of the transfer of the Offered Shares shall
take place within 30 days of the expiry of the first or second seven (7)
Business Day period as the case may be. If the approval of the Minister of
Communications and/or Ministry of Communications is required under the
Licence, and such approval is not obtained within such 30-day period, then
the period for completion of the transfer of the Offered Shares shall be
extended automatically for a further 90 days.
Page 32 of 47 Pages
5.6 In the event that Xxxxxxxxx or any of its affiliate companies accepts to
purchase Offered Shares and the result of which would mean the minimum
holding of Shares by Israeli Entities would be less than the Required
Israeli Percentage, Xxxxxxxxx or its affiliate companies, as the case may
be, shall be entitled to nominate a third party Israeli Entity to hold the
relevant number of Offered Shares, on its behalf or on its own right, to
avoid any non-compliance with the Licence in this connection.
5.7 To the extent required, the Parties shall arrange for the Company's
Articles of Association to incorporate the provisions of this Clause 5.
6. CONFIDENTIALITY
6.1.1 Subject to Clause 6.1.2 below, each of the Parties shall treat as
confidential and not disclose or use any information received or
obtained as a result of entering into this Agreement (or any agreement
entered into pursuant to this Agreement), which relates to:
(i) the provisions of this Agreement and any agreement entered into
pursuant to this Agreement; or
(ii) the negotiations relating to this Agreement (and such other
agreements).
6.1.2 This Clause 6 shall not prohibit disclosure of any information if and
to the extent:
(i) the disclosure or use is required by law, any regulatory body or
the rules and regulations of any recognised stock exchange;
(ii) the disclosure or use is required to vest the full benefit of
this Agreement in the Parties;
(iii) the disclosure or use is required for the purpose of any
judicial proceedings arising out of this Agreement or any other
agreement entered into under or pursuant to this Agreement or the
disclosure is reasonably required to be made to a taxation
authority in connection with the taxation affairs of the
disclosing Party;
(iv) the disclosure is made to professional advisers of the Parties,
provided that such professional advisers are informed of the
provisions of this Clause 6 in respect of such information, in
which case the Party retaining such adviser shall be held
responsible for any breaches by such adviser of the restrictions
set forth in this Clause 6;
(v) the information becomes publicly available (other than by breach
of this Agreement); or
(vi) the other Parties have given prior written approval to the
disclosure or use;
provided that prior to disclosure or use of any information pursuant to
paragraphs (ii) or (iii) (except in the case of disclosure to a taxation
authority), the Party concerned shall promptly notify the other Parties of
such requirement with a view to providing the other Parties with the
opportunity to contest such disclosure or use or otherwise to agree the
timing and content of such disclosure or use.
Page 33 of 47 Pages
7. COMPLIANCE WITH THE LICENCE
7.1 Nothing herein shall be construed as requiring or permitting the
performance of any acts, which are inconsistent with the terms of the
Licence. If any term or provision of this Agreement shall be found to be
inconsistent with the terms of the Licence, such term or provision shall be
null and void but the validity, legality or enforceability of the other
terms or provisions shall not be affected thereby.
7.2 No Party will permit any act to be done by itself, or any officer holder
nominated by it, which would breach the terms of the Licence.
8. CO-OPERATION
8.1 Each Party undertakes with the other Parties:
8.1.1 to perform and observe all the provisions of this Agreement and the
agreements with the Company's lenders, from time to time, to which it
is a party;
8.1.2 to take all necessary steps on its part to give full effect to the
provisions of this Agreement, the Licence and the agreements with the
Company's lenders, to which it is a party.
8.2 If a Bank of Israel Event occurs, the Parties shall all discuss in good
faith with each other and co-operate in good faith with a view to reaching
an agreement to resolve such Bank of Israel Event.
9. TERM AND TERMINATION
9.1 This Agreement shall continue in full force and effect until the Company is
wound up or otherwise ceases to exist as a separate entity or unless
terminated earlier by agreement between all the Parties or pursuant to
Clause 9.2 below.
9.2 This Agreement shall terminate in relation to any Party after it ceases to
hold directly or indirectly any Shares that such Party holds pursuant to
the Required Israeli Percentage and/or the Required Founders Percentage, as
applicable, provided that such Party has not disposed of such Shares in
breach of the provisions of this Agreement, the Licence or the Company's
Articles of Association. For the sake of clarity, if and when this
Agreement shall terminate in relation to Eurocom pursuant to this Clause
9.2 hereof, Tapuz, an affiliate of Eurocom that owns one Share, shall also
be released from all its obligations and restrictions hereunder.
9.3 Termination of this Agreement pursuant to Clause 9.2 above shall not
release any Party from any liability, which at the time of termination has
already accrued to such Party. Nothing in the immediately preceding
sentence shall affect or be construed or operate as a waiver of the right
of any Party aggrieved by any breach of this Agreement to be compensated
for any loss, injury or damages resulting therefrom which is incurred
either before or after such termination. Each Party (the "INDEMNIFYING
PARTY") shall, in addition, on demand by any other Party, indemnify the
other Parties against any cost, loss, liability, claim, action, demand or
expense which the Company or any such Parties incur or which is made
against any of them arising out of or in relation to or in connection with
any default by the Indemnifying Party under any agreements with the
Company's lenders to which such Party is a party (including
misrepresentations made by such Party in relation to information given by
it).
Page 34 of 47 Pages
10. OTHER PROVISIONS
10.1 ANNOUNCEMENTS
No announcement or circular in connection with the existence or the subject
matter of this Agreement shall be made or issued by or on behalf of the
Parties without the prior written approval of all the Parties. This shall
not affect any announcement or circular by or on behalf of any Party
required by law or any regulatory body or the rules of any recognised stock
exchange, but the Party with an obligation to make an announcement or issue
a circular shall consult with the other Parties insofar as is reasonably
practicable before complying with such an obligation.
10.2 SUCCESSORS AND ASSIGNS
10.2.1 No Party may, without the prior written consent of the other
Parties, assign the benefit of all or any of its obligations under
this Agreement.
10.2.2 Notwithstanding anything to the contrary but subject to the Licence
and to applicable law, each Party, by serving notice on the other
Parties, shall have the right to nominate an affiliate (that is, a
directly or indirectly wholly owned entity of such Party or a directly
or indirectly wholly owned entity of the ultimate owner of such Party)
to assume any or all of the rights and obligations of such Party under
this Agreement, without relieving such Party of its obligations under
this Agreement, and such Party shall procure that such affiliate
complies with all obligations of such Party under this Agreement as if
such affiliate were a party to this Agreement.
10.3 NOTICES
10.3.1 Any notice or other communication in connection with this Agreement
or with any legal proceedings under this Agreement shall be in writing
in English (a "NOTICE") and shall be sufficiently given or served if
delivered or sent to such Party's address or facsimile number set
forth on Schedule 2 hereto.
10.3.2 Notice may be delivered by hand or sent by fax. Without prejudice to
the foregoing, any Notice shall conclusively be deemed to have been
received upon the first Business Day following transmission and
electronic confirmation of receipt), if sent by fax, or at the time of
delivery, if delivered by hand.
10.4 INVALIDITY
If any term in this Agreement shall be held to be illegal, invalid or
unenforceable, in whole or in part, under any enactment or rule of law,
such term or part shall to that extent be deemed not to form part of this
Agreement but the legality, validity or enforceability of the remainder of
this Agreement shall not be affected.
10.5 COUNTERPARTS
This Agreement may be entered into in any number of counterparts, all of
which taken together shall constitute one and the same instrument. Any
Party may enter into this Agreement by executing any such counterpart.
10.6 GOVERNING LAW AND SUBMISSION TO JURISDICTION
10.6.1 This Agreement and the documents to be entered into pursuant to it,
shall be governed by and construed in accordance with the laws of the
State of Israel.
10.6.2 All the Parties irrevocably agree that the courts of Tel Aviv/Jaffo
are to have exclusive jurisdiction to settle any dispute which may
arise out of or in connection with this Agreement and the documents to
be entered into pursuant to it. All the Parties irrevocably submit to
the jurisdiction of such courts and waive any objection to proceedings
in any such court on the ground of venue or on the ground that
proceedings have been brought in an inconvenient forum.
Page 35 of 47 Pages
10.7 AMENDMENTS AND WAIVERS
Except as expressly provided herein, neither this Agreement nor any term
hereof may be amended, waived, discharged or terminated other than by a
written instrument signed by the all Parties. In addition, any Party may
waive any right or condition of which such Party is the beneficiary.
10.8 ENTIRETY OF AGREEMENT
This Agreement supercedes the Relationship Agreement, which shall no longer
have any force or effect, save for any breaches prior to the date hereof.
For the avoidance of doubt, and without prejudice to the generality
thereof, there shall no longer be any requirement for Parent Guarantees (as
set out in Clause 14 of the Relationship Agreement). This Agreement now
constitutes the full and entire understanding and agreement among the
Parties with regard to the subject matter hereof and thereof, and no Party
shall be liable or bound to any other Party in any manner except as
specifically set forth herein.
10.9 EFFECTIVENESS
This Agreement shall become effective upon the closing of the transaction
contemplated by the Buyback Letter.
IN WITNESS whereof this Agreement has been duly executed.
Page 36 of 47 Pages
SIGNED by [ ]
on behalf of Advent Investments Pte Ltd. in the
presence of:
SIGNED by [ ]
on behalf of Matav Cable Systems Media Ltd.
in the presence of:
SIGNED by [ ]
on behalf of Matav Investments Ltd.
in the presence of:
SIGNED by [ ]
on behalf of Elbit Ltd. in the presence of:
SIGNED by [ ]
on behalf of Eurocom Communications Ltd.
in the presence of:
SIGNED by [ ]
on behalf of Polar Communications Ltd.
in the presence of:
SIGNED by [ ]
on behalf of Tapuz Cellular Systems Ltd.
in the presence of:
SIGNED by [ ]
on behalf of Xxxxxxxxx Telecommunications
International (Netherlands) B.V. in the presence of:
Page 37 of 47 Pages
SCHEDULE 1
RESPECTIVE PERCENTAGES OF
THE REQUIRED ISRAELI PERCENTAGE
ISRAELI SHAREHOLDER PRO RATA REQUIRED ISRAELI PERCENTAGE
------------------- ------------------------------------
Elbit Ltd. 38.313%
Eurocom Communications Ltd. 28.093%
Polar Communications Ltd. 10.233%
Matav Investments Ltd. 23.361%
TOTAL 100%
======
Page 38 of 47 Pages
SCHEDULE 2
ADDRESS DETAILS FOR NOTICES
ADVENT INVESTMENTS PTE LIMITED
0 Xxxx Xxxxxx'x Xxxxxx,
#00-00 Xxxxx Xxxxxxxx, Xxxxxxxxx
Fax: x000 0000 0000
ATTENTION: LEGAL DEPARTMENT
With a copy to Xxxxxxxxx Telecommunications International Limited
18/F Two Harbourfront 00 Xxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxx Xxxx,
fax: x000 0000 0000,
ATTENTION: LEGAL DEPARTMENT.
MATAV CABLE SYSTEMS MEDIA LTD.
MATAV INVESTMENTS LTD.
00 Xxxxxx Xxxxxx, Xxxxxxx
Tel: x000-0-000-0000
Fax: x000-0-000-0000
ATTENTION: ORI GUR ARIEH, GENERAL COUNSEL
ELBIT LTD.
3 Azrieli Xxxxxx
Xxxxxxxx Xxxxxxxx, 00xx Xxxxx
Xxx Xxxx 00000 Israel
Tel: x000-0-000-0000
Fax: x000-0-000-0000
ATTENTION: XX. XXX XXX (DIRECTOR & CFO)
EUROCOM COMMUNICATIONS LTD.
2 Xxx Xxxxxxxx Street
Ramat-Gan 00000 Xxxxxx
Tel: x000-0-000-0000
Fax: x000-0-000-0000
ATTENTION: XXXXXX XXXXXX, ADV. (VP & LEGAL COUNSEL)
POLAR COMMUNICATIONS LTD.
00 Xx'xxxx'xx Xxxxxx,
Xxx Xxxx 00000 Xxxxxx
Tel: x000-0-000-0000
Fax: x000-0-000-0000
ATTENTION: XXX XXXX (EXECUTIVE VICE PRESIDENT)
Page 39 of 47 Pages
XXXXXXXXX TELECOMMUNICATIONS INTERNATIONAL (NETHERLANDS) X.X.
Xx Xxxxxxxxx 0 Xxxxxxxx: 0000 XX
Xxxxxxxxx, Xxxxxxxxxxx
ATTENTION: LEGAL DEPARTMENT
With a copy to Xxxxxxxxx Telecommunications International Limited:
18/F Two Harbourfront 00 Xxx Xxxx Xxxxxx, Xxxxxxx, Xxxxxxx, Xxxx Xxxx,
fax: x000 0000 0000,
Attention: Legal Department.
Page 40 of 47 Pages
