Cellcom Israel Ltd. Announces Changes to Date and Agenda of Annual General Meeting of Shareholders; Amendment to Incentive Plan

NETANYA,Israel, July 7 /PRNewswire-FirstCall/ -- Cellcom Israel Ltd. (NYSE: CEL) announced today that the 2008 Annual General Meeting of Shareholders (the "Meeting") of Cellcom Israel Ltd. (the "Company") scheduled to be held on July 30, 2008, will be held instead on August 18, at 4:00 p.m. (Israel time), at the offices of the Company, 10 Hagavish Street, Netanya, Israel, and will include an additional matter: amendment of certain terms of outstanding options as well as a change of one of the director nominees. The record date for the Meeting is July 17, 2008. A proxy statement describing the various matters on the agenda and proxy cards for use by shareholders that cannot attend the meeting in person will be mailed to the Company's shareholders that hold shares registered with American Stock Transfer & Trust Company, including shares held via DTC members.

    The agenda of the Meeting is as follows:

    (1) reelection of Ami Erel, Shay Livnat, Raanan Cohen, Avraham
        Bigger, Rafi Bisker and Shlomo Waxe as directors and election of Haim
        Gavrieli and Ari Bronshtein as directors;

    (2) approval of a related party transaction - grant of letters
        of exemption and indemnification to office holders who are
        controlling shareholders;

    (3) approval of a related party transaction - amendment of
        certain terms of outstanding options held by our Chairman of the
        Board;

    (4) reappointment of Somekh Chaikin as our independent
        auditor; and

    (5) consideration of our audited financial statements for the
        year ended December 31, 2007.

Quorum

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 Requirements

Items 1 , 3 and 4 require 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.

Item 2 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) such majority includes at least one third of the votes of shareholders voting on the matter who do not have a personal interest in the proposed resolution or (ii) the total number of votes against the proposed resolution of shareholders voting on the matter who do not have a personal interest in the proposed resolution does not exceed one percent of the outstanding voting power in the Company.

Item 5 will not involve a vote.

Amendment to Employee Share Incentive Plan

On July 6, 2008, the Company's audit committee and board of directors approved an amendment to the Company's 2006 Share Incentive Plan (the "Plan"). The Plan previously provided that the vesting of options and restricted share units ("RSUs") (together "Awards") issued under the Plan would fully accelerate prior to the occurrence of certain Corporate Transactions, as defined under the Plan, and immediately terminate upon the effective date of any such Corporate Transaction if not exercised by such date. The events constituting Corporate Transactions include, among others, a decrease in share ownership by Discount Investment Corporation Ltd. and its subsidiaries ("DIC") to less than 50.01% of the Company's outstanding share capital. As of June 30, 2008, DIC holds approximately 50.5% of the Company's outstanding share capital.

The amendments to the Plan include (1) changing the 50.01% threshold to a trigger when DIC ceases to control (as such term is defined in the Israeli Securities Law, 1968) the Company; and (2) requiring the Company to provide each grantee with a ten-day period to exercise the Awards upon a Corporate Transaction. Such amendments are intended to apply also with respect to outstanding options.

The first change requires the consent of each grantee with respect to the options currently held by him or her. All option holders have consented to the first change described above with respect to the options held by them. Mr. Erel's consent is subject to approval of the change by the Company's competent bodies. No RSU's have been granted under the Plan.

The Company's audit committee and board of directors further approved a change to the terms of outstanding options for grantees who consent to the first change described above, to allow, if the grantee is dismissed without cause, up to additional six (6) months from the Date of Cessation, as defined under the Plan, for vesting of the third or forth portions to occur.

The changes in regards to Ami Erel require the further approval of the Company's shareholders.

The Company is examining the accounting implications of DIC's holdings decreasing below 50.01%, which may require the Company to accelerate the remaining unrecognized option related expenses (amounting to appx. NIS 20 million, as of March 31, 2008).

For additional information regarding the Plan and the options outstanding thereunder, please see the Company's most recent annual report for the year ended December 31, 2007 on Form 20-F under "Item 6. Directors, Senior Management And Employees - E. Share Ownership - 2006 Share Incentive Plan".

About Cellcom Israel

Cellcom Israel Ltd., established in 1994, is the leading Israeli cellular provider; Cellcom Israel provides its 3.096 million subscribers (as at March 31, 2008) with a broad range of value added services including cellular and landline telephony, roaming services for tourists inIsrael and for its subscribers abroad and additional services in the areas of music, video, mobile office etc., based on Cellcom Israel's technologically advanced infrastructure. The Company operates an HSPA 3.5 Generation network enabling the fastest high speed content transmission available in the world, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom Israel offersIsrael's broadest and largest customer service infrastructure including telephone customer service centers, retail stores, and service and sale centers, distributed nationwide. Through its broad customer service network Cellcom Israel offers its customers technical support, account information, direct to the door parcel services, internet and fax services, dedicated centers for the hearing impaired, etc. In April 2006 Cellcom Israel, through Cellcom Fixed Line Communications L.P., a limited partnership wholly-owned by Cellcom Israel, became the first cellular operator to be granted a special general license for the provision of landline telephone communication services in Israel, in addition to data communication services. Cellcom Israel's shares are traded both on the New York Stock Exchange (CEL) and the Tel Aviv Stock Exchange (CEL).

For additional information please visit the Company's website http://investors.ircellcom.co.il

    Company Contact                  Investor Relations Contact
    Shiri Israeli                    Ehud Helft / Ed Job
    Investor Relations Coordinator   CCGK Investor Relations
    investors@cellcom.co.il          ehud@gkir.com / ed.job@ccgir.com
    Tel: +972-52-998-9755            Tel: (US) +1-866-704-6710 /
                                               +1-646-213-1914

SOURCE Cellcom Israel Ltd.

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