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
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);
"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 where,
-
B
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.
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.
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;
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.
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.
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).
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.
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.
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:
Schedule 1
Respective Percentages of
the Required Israeli Percentage
Israeli Shareholder Pro Rata Required Israeli Percentage
----------------------------------------------------------------- --------------
38.313%
Elbit Ltd.
----------------------------------------------------------------- --------------
Eurocom Communications Ltd. 28.093%
----------------------------------------------------------------- --------------
Polar Communications Ltd. 10.233%
----------------------------------------------------------------- --------------
Matav Investments Ltd. 23.361%
----------------------------------------------------------------- --------------
Total 100%
----------------------------------------------------------------- --------------
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 Xxxxxx
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)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
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.
--------------------------------------------------------------------------------
