Immediate Report – Notice of a special general meeting of the Company's shareholders – Mar 3, 2024

February 6, 2024

February 6, 2024

Bezeq The Israeli Telecommunications Corp. Ltd.

(the “Company”)

Attn.

Israel Securities Authority

Tel Aviv Stock Exchange Ltd.

Notice of a Special General Meeting of the Company's Shareholders

In accordance with the Companies Law, 1999 (the “Companies Law"); the Companies Ordinance [New Version], 1983 (the “Companies Ordinance”), the Israel Securities Regulations (Periodic and Immediate Reports), 1970, and the Companies Regulations (Notice and Announcement of a General Meeting and a Class Meeting in a Public Company and Addition of an Item to the Agenda), 2000 (the “Notice of a General Meeting Regulations”), the Company gives notice of a Special General Meeting of the Company's shareholders (the “General Meeting"), to be held on Sunday, March 3, 2024, at 12:00, at the Company's offices at 7 Hamanor St. Holon, 5th floor (the “Company’s Offices").

  1. Summary of the item and proposed resolution on the agenda of the General Meeting
    1. Approval of the amendment to the Company's Memorandum of Association as set out in section 2.1 below.
    2. Approval of the proofreading correction to the Company's Memorandum and Articles of Association as set out in section 2.2 below.
  1. Key points of the proposed resolutions and their terms
    1. Approval of the amendment to the Company’s Memorandum of Association (proposed resolution in section 1.1 on the agenda)

Amendment to section 2A of the Memorandum, which addresses the purposes for which the Company was established, allowing the Company to engage in any legal business. After subsection (11), subsection (12) will be added, as follows:

(12) "In addition to all the purposes set out in this section above, the purpose of the Company is to engage in any legal business."

Proposed resolution: To approve the amendment to the Company's Memorandum as set out in section 2.1 of the Notice of the General Meeting

    1. Approval of the proofreading correction to the Company's name in English in the Company’s Articles of Association and Memorandum

The proofreading correction to the Company's Articles of Association and Memorandum, such that the Company's name in English on the cover pages and in section 2.2 of the Company's Articles of Association and in section 1 of the Memorandum will be corrected to BEZEQ THE ISRAELI TELECOMMUNICATIONS CORP. LTD. (instead of "BEZEQ" THE ISRAEL TELECOMMUNICATION CORP. LTD.)

Proposed resolution: To approve the proofreading correction to the Company's Articles of  Association and Memorandum as set out in section 2.2 of the Notice of the General Meeting

  1. Convening the General Meeting
    1. Place and time of the General Meeting

An annual general meeting of the Company’s shareholders has been convened for Sunday, March 3, 2024 at 12:00 at the Company's offices at 7 Hamanor St., Holon, having on its agenda the items set out in section 1 above.

    1. Majority required for passing the resolutions on the agenda of the General Meeting
      1. The majority required for passing the resolution in section 1.1 on the agenda of the General Meeting is the majority required for a special resolution in accordance with the provisions of the Companies Ordinance in its wording immediately prior to the commencement of the Companies Law, 75% of the voters entitled to vote and actually voting by themselves or by proxy, with the exception of abstentions.
      2. The majority required for passing the resolution in section 1.2 on the agenda of the General Meeting is a majority of 75% of all voters participating in the vote that are entitled to vote, with the exception of abstentions.
    2. Quorum and adjourned meeting

If, within half an hour from the time set for the General Meeting, a quorum is not present (two shareholders present in person or by proxy or who voted in the electronic voting system, and who hold or represent at least 25% of the voting rights in the Company), the General Meeting will be adjourned to Sunday, March 10, 2024, at the same time and at the same place. If, within half an hour from the time set for the adjourned meeting, a quorum is not present, the adjourned meeting will be held with any number of participants.

    1. Date of record, eligibility to attend the General Meeting, and voting method
      1. The date of record for eligibility to attend and vote at the General Meeting under Section 182(B) of the Companies Law, will be at the end of the day of trading in the Company's securities on the Tel Aviv Stock Exchange Ltd. (the "TASE"), which falls on February 12, 2024.
      2. In accordance with the Companies Regulations (Proof of Title to a Share for Voting at a General Meeting), 2000 (the “Proof of Title to a Share Regulations”, a shareholder on whose behalf a share is registered with a TASE member, and that share is included among the shares registered in the shareholders register in the name of a nominee company, (the “Unregistered Shareholder"), who is interested in voting at a shareholders' meeting, may prove their title to shares of the Company at the date of record, for the purpose of voting at the General Meeting, by delivering to the Company a certificate from the TASE member through which the title to the share is registered, no later than twenty-four (24) hours before the time of the General Meeting.
      3. Unregistered Shareholders are entitled to a certificate of title from the TASE member through which they hold their shares, at the branch of the TASE member or by mail to their registered address, for postage fees only, if requested. Such a request should be submitted in advance for a specific securities account.
      4. In accordance with Regulation 4A of the Proof of Title to a Share Regulations, a certified electronic message in accordance with Section 44K5 of the Israel Securities Law, 1968 (the "Israel Securities Law"), concerning data of users of the electronic voting system, will be deemed the same as a certificate of title for any shareholder included therein.
      5. A shareholder of the Company at the date of record may attend and vote at the General Meeting in person or by an agent, after depositing an instrument of appointment at the Company's offices at least forty-eight (48) hours before the time the General Meeting is convened (the "Instrument of Appointment"). The Instrument of Appointment must be in writing and signed by the appointer or by the appointor’s authorized representative, and if the appointor is a corporation, the Instrument of Appointment will be executed under the seal of the corporation (if any), and in the absence of a seal – by the person authorized to do so together with the stamp of that corporation. In addition, an Unregistered Shareholder who is a shareholder of the Company on the Date of Record may also vote at the General Meeting through the electronic voting system (as described in section 3.6 below).
    2. Adding items to the agenda
      1. Under Section 66(B) of the Companies Law, one shareholder or more holding at least one (1) percent of the voting rights at the General Meeting may request that the board of directors includes an item on the agenda of the General Meeting, provided such item is suitable for discussion at the General Meeting. In accordance with the Notice of a General Meeting Regulations, a request in accordance with Section 66(B) of the Companies Law should be submitted to the Company up to three (3) days after the notice of the General Meeting, that is, by Sunday, February 11, 2024. If such a request is submitted, there is a possibility that items will be added to the agenda of the General Meeting, and their details will appear on the distribution site of the Israel Securities Authority.
    3. Voting via the electronic voting system
      1. As set out above, an Unregistered Shareholder may also vote on the items listed above via the electronic voting system. A vote via the electronic voting system may be cast starting from confirmation from the electronic voting system of receipt in good order of the list of those eligible for voting via the electronic voting system and up to six (6) hours before the time for convening of the General Meeting (the “System Closing Time”), at which time the electronic voting system will be closed.
      2. A vote cast via the electronic voting system may be changed or canceled up to the System Closing Time, after which it may not be changed via the electronic voting system. It should be noted that under Section 83(D) of the Companies Law, if a shareholder votes by more than one means, the latest vote of the shareholder will be counted, and in this regard, the vote of a shareholder in person or by proxy will be deemed later than a vote via the electronic voting system.
      3. An Unregistered Shareholder may send the Company a certificate of title through the electronic voting system up to the System Closing Date. As set out above, a certified electronic message under Section 44K5 of the Israel Securities Law, concerning information about users of the electronic voting system – will be deemed the same as a certificate of title for any shareholder included in it.
      4. An Unregistered Shareholder on whose behalf shares are registered with a TASE member may receive from such TASE member the access details for the electronic voting system. The vote will be according to the electronic voting slip appearing in the electronic voting system
    4. Company representative

The Company's representative dealing with this report is Bezeq Group Secretary Adv. Michal Kuperstein. Her address is 7 Hamanor St., Holon (Tel. 972-3-626-2200, Fax 972-3-626-2209).

    1. Review of documents

The Company's shareholders may, at their request, inspect this notice and the documents (if any) attached to it, at the Company's offices at 7 Hamanor St., Holon, 5th Floor, on Sunday-Thursday between 10:00 AM - 3:00 PM and by prior appointment by telephone: 972-3-626-2200.

Sincerely,

Michal Kuperstein, Adv.

Group Secretary and Internal Compliance Officer

Bezeq The Israeli Telecommunications Corp. Ltd.

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