Bezeq Israel Telecommunication : Amended notice of annual general meeting, April 28, 2022

Bezeq - The Israel Telecommunication Corp. Ltd.

("Company" or "Bezeq")

April 14, 2022

The Israel Securities Authority

The Tel Aviv Stock Exchange Ltd.

Notice of Annual and Extraordinary General Meeting of the Company's Shareholders

In accordance with the Companies Law, 1999 (the "Companies Law"); the Securities Regulations (Periodic and Immediate Reports), 1970 (the "Reports Regulations"), 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, and the Companies Regulations (Written Vote and Position Statements), 2005 (the "Written Vote Regulations"), the Company hereby gives notice of an Annual General Meeting of shareholders of the Company (the "Meeting"), to be held on Thursday, April 28, 2022, at 11:00 a.m., at the Company's offices at 7 Hamanor St., Holon, 5th floor (the "Company's offices").

1.

Summary of items and proposed resolutions on the agenda of the Meeting:

• 1.1 Discussion of the Board of Directors' report on the state of the Company's affairs and the Company's financial statements for 2021, which were published on March 23, 2022. No resolution will be adopted on this item.

• 1.2 Approval of reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors for 2022, until the end of the next Annual General Meeting of shareholders.

• 1.3 Approval of reappointment of the director (who serves as Chairman of the Board), Mr. Gil Sharon, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

• 1.4 Approval of reappointment of the director, Mr. Darren Glatt, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

• 1.5 Approval of reappointment of the director, Mr. Ran Fuhrer, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

• 1.6 Approval of reappointment of the director, Mr. Tomer Raved, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

• 1.7 Approval of reappointment of the independent director, Mr. David Granot, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

• 1.8 Approval of reappointment of the employee director, Mr. Patrice Taieb, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders.

  For further information on the directors listed in sections 1.3-1.8 above, in accordance with Regulations 26 and 36B(a)(10) of the Reports Regulations, and for information on their terms of reference and employment, which will remain unchanged, except for a proposed change in the

terms of reference and employment of the Chairman of the Board, see sections 2.3-2.8, as applicable.

• 1.9 Subject to approval of the appointment of the candidate for the office of employee director, as set out in section 2.8 below, approval of the grant of a letter of indemnification and letter of exemption to Mr. Patrice Taieb, who is a candidate for the office of employee director, in the same wording as the letters of indemnification and letters of exemption that were approved by the General Meeting for the Company's other officers on February 6, 2020, May 14, 2020, September 6, 2020, January 18, 2021 and April 22, 2021.

• 1.10 Approval of dividend distribution.

• 1.11 Approval of amendments to the Company's Articles, as set out in section 2.11 below.

• 1.12 Approval of an adjustment to the terms of reference and employment of Mr. Gil Sharon, who serves as Chairman of the Board, as of 2022 and onwards - addition of an annual performance-based cash bonus.

• 1.13 Approval of grant of a discretionary annual bonus equal to three monthly salaries to the Chairman of the Board for 2021.

• 1.14 Approval of amendment and extension of the Compensation Policy for Officers of the Company, within the meaning of section 267A(a) of the Companies Law, for a period of three (3) years, as of January 1, 2022.

2.

Key points of the proposed resolutions and their terms:

• 2.1 Discussion of the Company's Periodic Report for 2021 (section 1.1 on the agenda)

  • 2.1.1 Discussion of the Company's Periodic Report for 2021, which includes, inter alia, the Board of Directors' report on the state of the Company's affairs and the financial statements for the year ended December 31, 2021, which was published on March 23, 2022 (the "Periodic Report for 2021").

  • 2.1.2 The Company's Periodic Report for 2021 (including the financial statements and the Board of Directors' report for that period) can be viewed on the distribution site of the Israel Securities Authority, atmagna.isa.gov.il, and on the website of the Tel Aviv Stock Exchange Ltd., atmaya.tase.co.il.

  • 2.1.3 No vote will be held on this item.

• 2.2 Reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors (proposed resolution in section 1.2 on the agenda)

2.2.1

It is proposed to approve the reappointment of Somekh Chaikin KPMG accounting firm as the Company's auditors for 2022, until the end of the next Annual General Meeting of shareholders. In accordance with the Company's Articles, the Board of Directors is authorized to determine the auditors' fee. For information on the fee of the Company's auditors for 2021, see the Board of Directors' report in the Periodic Report for 2021.

Below is a table with additional information on the Company's auditors and their fee:

Experience of the accounting firm in providing the services to similar entities:	Yes, the firm has extensive experience in providing services to Israeli companies in the telecommunications sector, as well as to subsidiaries of global telecommunications entities.
The firm has an independent professional department:	Yes
Duration of the firm's relationship with the Company:	Auditors of Bezeq - The Israel Telecommunication Corp. Ltd. since 1997
The auditor complies with the Auditors Regulations which prescribe that an auditor must take reasonable measures to prevent any conflict of interest or impairment of its independence from the auditee:	Yes
Partnership with an international accounting firm:	Yes - KPMG
Audit fee:	NIS 3,345 thousand
Fee for tax services:	NIS 1,148 thousand
Fee for other services:	NIS 1,485 thousand
The Company in the past three years was required to restate its financial statements, inter alia due to errors or material deviations from estimates or assumptions:	Yes
The court in the past three years certified a class action or a derivative action against the Company's auditors in connection with the Company's financial statements:	No

2.2.2

Proposed resolution: "To reappoint Somekh Chaikin KPMG accounting firm as the Company's auditors for 2022, until the end of the next Annual General Meeting of shareholders."

2.3

Reappointment of the director (who serves as Chairman of the Board), Mr. Gil Sharon, to an additional term on the Board of Directors (proposed resolution in section 1.3 on the agenda)

• 2.3.1 It is proposed to reappoint Mr. Gil Sharon ("Mr. Sharon") (who serves as Chairman of the Board of the Company and the subsidiaries) as a director on the Board of Directors of the Company, for an additional term until the end of the next Annual General Meeting.

• 2.3.2 The terms of employment of Mr. Sharon for his service as Chairman of the Board were approved by the General Meeting on January 18, 2021, with effect as of August 27, 2020. For information on the terms of reference and employment of Mr. Sharon, see amending report on convening of a General Meeting published by the Company on January 14, 2021 (said information is included herein by reference).

  For information on the proposal to approve the addition of an annual performance-based cash bonus component to the terms of reference and employment of the Chairman of the Board, and the proposal to grant Mr. Sharon a discretionary annual bonus for 2021, which are being submitted for approval by the Meeting pursuant to this report on convening of the Meeting (separately from the proposed resolution for extending his term of office as a director, as stated), see sections 2.12 and 2.13 below.

• 2.3.3 In addition, in accordance with a resolution of the General Meeting dated January 18, 2021, Mr. Sharon was granted a letter of indemnification and letter of exemption, in the same wording as the letters of indemnification and letters of exemption approved by the General Meeting for the Company's other directors,2 and Mr. Sharon is also entitled to insurance coverage under a directors and officers insurance policy, at the same terms as those granted to the Company's other officers.3

• 2.3.4 The director submitted to the Company a statement as required by sections 224B and 241 of the Companies Law.

• 2.3.5 For the information required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2021.

• 2.3.6 Proposed resolution: "To approve the reappointment of the director (who serves as Chairman of the Board), Mr. Gil Sharon, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders."

2.4

Reappointment of the director, Mr. Darren Glatt, to an additional term on the Board of Directors (proposed resolution in section 1.4 on the agenda)

2.4.1

It is proposed to reappoint Mr. Darren Glatt ("Mr. Glatt") as a director on the Board of Directors, for an additional term until the end of the next Annual General Meeting. The terms of reference of the director will remain unchanged.

2 For the customary wording of the Company's letter of indemnification and letter of exemption, see Appendix A to the report on convening of a General Meeting of shareholders of the Company, as published on January 2, 2020 (said information is included herein by reference).

3 The Company's Compensation Committee approved the inclusion of Mr. Sharon, who serves as Chairman of the Board, in the Company's directors and officers liability insurance policy, in accordance with regulation 1B1 of the Companies Regulations (Reliefs in Transactions with Interested Parties), 2000. For information on the Company's customary policy, see the Company's immediate report dated June 9, 2021 (said information is included herein by reference).

• 2.4.2 The director submitted to the Company a statement as required by sections 224B and 241 of the Companies Law.

• 2.4.3 For the information required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2021.

• 2.4.4 Proposed resolution: "To approve the reappointment of the director, Mr. Darren Glatt, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders."

• 2.5 Reappointment of the director, Mr. Ran Fuhrer, to an additional term on the Board of Directors (proposed resolution in section 1.5 on the agenda)

  • 2.5.1 It is proposed to reappoint Mr. Ran Fuhrer ("Mr. Fuhrer") as a director on the Board of Directors, for an additional term until the end of the next Annual General Meeting. The terms of reference and employment of the director will remain unchanged.

  • 2.5.2 The director submitted to the Company a statement as required by sections 224B and 241 of the Companies Law.

  • 2.5.3 For the information required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2021.

  • 2.5.4 Proposed resolution: "To approve the reappointment of the director, Mr. Ran Fuhrer, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders."

• 2.6 Reappointment of the director, Mr. Tomer Raved, to an additional term on the Board of Directors (proposed resolution in section 1.6 on the agenda)

  • 2.6.1 It is proposed to reappoint Mr. Tomer Raved ("Mr. Raved") as a director on the Board of Directors, for an additional term until the end of the next Annual General Meeting. The terms of reference and employment of the director will remain unchanged.

  • 2.6.2 The director submitted to the Company a statement as required by sections 224B and 241 of the Companies Law.

  • 2.6.3 For the information required by Regulations 26 and 36B(a)(10) of the Reports Regulations, see Regulation 26 in Chapter D of the Periodic Report for 2021.

  • 2.6.4 Proposed resolution: "To approve the reappointment of the director, Mr. Tomer Raved, to an additional term on the Board of Directors, until the end of the next Annual General Meeting of shareholders."

• 2.7 Reappointment of the independent director, Mr. David Granot, to an additional term on the Board of Directors (proposed resolution in section 1.7 on the agenda)

2.7.1

It is proposed to reappoint Mr. David Granot ("Mr. Granot") as an independent director on the Board of Directors, for an additional term until the end of the next Annual General

Meeting. The terms of reference and employment of the director will remain unchanged.