Bezeq Israel Telecommunication : Annual general meeting, voting slip, April 28, 2022

March 23, 2022

Bezeq - The Israel Telecommunication Corp. Ltd.

("Company")

Voting Slip pursuant to the Companies Regulations (Written Vote and

Position Statements), 2005 ("Regulations")

VOTING SLIP - PART ONE

• 1. Company name: Bezeq - The Israel Telecommunication Corp. Ltd.

• 2. Class of general meeting, time and place of convening: Annual and Extraordinary General Meeting of shareholders of the Company ("Meeting"), regarding which the Company issued a notice on March 23, 2022, to which this voting slip is attached ("Report on Convening of the Meeting"). The Meeting will take place on Thursday, April 28, 2022 at 11:00 a.m., at the Company's offices at 7 Hamanor St., Holon, 5th floor ("Company's offices").

• 3. Details of the items on the agenda on which voting by a voting slip is permitted:

  • 3.1 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.

  • 3.2 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.

  • 3.3 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.

  • 3.4 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.

  • 3.5 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.

  • 3.6 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.

  • 3.7 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.

  • 3.8 Subject to approval of the appointment of the candidate for the office of employee director, as set out in section 2.8 in the Report on Convening of the Meeting, 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.

  • 3.9 Approval of dividend distribution.

  • 3.10 Approval of amendments to the Company's Articles, as set out in section 2.11 of the Report on Convening of the Meeting.

• 3.11 Approval of an adjustment to the terms of 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.

• 3.12 Approval of grant of a discretionary annual bonus equal to three (3) monthly salaries to the Chairman of the Board for 2021.

• 3.13 Approval of amendment and extension of the Compensation Policy for Officers of the Company, as defined in section 267A(a) of the Companies Law, for a period of three (3) years,

• as of January 1, 2022.

• 4. Time and place at which the complete text of the proposed resolutions can be reviewed:

  The text of the proposed resolutions can be reviewed at the Company's offices, Sunday through Thursday, 10:00 a.m. - 3:00 p.m., by prior appointment by telephone [phone], until the time of convening of the Meeting or the adjourned meeting (if any).

• 5. Details, to the best of the Company's knowledge, on the candidate for the office of director:

  • 5.1 For the information required pursuant to Regulation 26(a) of the Securities Regulations (Periodic and Immediate Reports), 1970 ("Reports Regulations") with respect to the candidates for the office of director, as set out in sections 3.2 to 3.7 above, as provided by them, see Regulation 26 in Chapter D (Additional Information about the Company) of the Periodic Report of the Company for 2021, which was published on March 23, 2022. It should be clarified that the terms of reference of the candidates for the office of director, as set out in sections 3.2 to 3.7 above, will remain unchanged, except for a proposed change in the terms of reference and employment of Mr. Gil Sharon, who serves as Chairman of the Board, as set out in section 2.12 of the Report on Convening of the Meeting.

  • 5.2 A vote on each candidate for the office of director, as set out in sections 3.2 to 3.7 above, will be held separately..

• 6. Majority required for passing the resolutions on the agenda:

  • 6.1 The majority required for passing each of the resolutions set out in sections 3.1 and 3.11 above, is simple majority of all the votes cast by shareholders present and entitled to vote at the meeting, without taking abstentions into account.

  • 6.2 The majority required for passing the resolutions proposed in sections 3.12 and 3.13 above, in accordance with section 267A(b) of the Companies Law, is a simple majority of all the votes cast by shareholders present and entitled to vote at the meeting, provided one of the following is satisfied:

    • (1) The count of the majority votes at the General Meeting includes a majority of all the votes cast by shareholders who are not controlling shareholders of the Company or have no personal interest in the approval of the item on the agenda of the Meeting, as applicable. Abstentions will not be taken into account. A person having a personal interest will be subject to the provisions of section 276 of the Companies Law.

    • (2) The total number of dissenting votes from among the shareholders referred to in paragraph (1) does not exceed two percent (2%) of all the voting rights in the Company.

• 7. Marking of shareholder's relationship:

  • 7.1 A shareholder voting on the resolutions set out in sections 3.12 and 3.13 above, must mark in Part Two of the voting slip, in the space allotted for this, whether he is a controlling shareholder in the Company, an interested party, personally interested in the proposed resolution, a senior officer or an institutional investor (as these terms are defined in the Regulations), as required by sections 67A(b)(1) and 276 of the Companies Law and Regulation 7(a)(8) of the Regulations, and he must describe the nature of the characteristic, personal interest or relationship, if such exists.

  • 7.2 Regarding the vote of controlling shareholders, interested parties, senior officers and institutional investors, a space is allotted in Part Two of the voting slip for marking the classification of the participant in the vote.

  • 7.3 It is clarified that the vote of someone who did not mark or describe the nature of the personal interest, characteristic or relationship as stated in this section 7, will not be taken into account.

• 8. Validity of the voting slip:

  • 8.1 The voting slip will be valid, for a shareholder on whose behalf shares are registered with a stock exchange member, and those shares are included among the shares registered in the Company's shareholders register in the name of the nominee company ("unregistered shareholder"), only if a certificate of title is attached to it, valid as of the date of record for eligibility to attend and vote, being March 28, 2022 ("Date of Record"), or if a certificate of title is sent to the Company via the electronic voting system (as defined in the Regulations) ("Electronic Voting System"), valid as of the Date of Record.

  • 8.2 An unregistered shareholder may prove his title to shares of the Company on the Date of Record, for the purpose of voting at the General Meeting, by delivering to the Company a certificate from the stock exchange member with whom his title to the share is registered, not later than twenty four (24) hours before the time of convening of the Meeting.

  • 8.3 An unregistered shareholder who wishes to vote by a voting slip must enter his vote in Part Two of the voting slip and deliver the slip to the Company or send it by registered post together with a certificate of title, such that the voting slip reaches the Company's registered office no later than four (4) hours before the time of convening the general meeting.

  • 8.4 A voting slip will be valid for a shareholder registered in the Company's shareholders register ("registered shareholder") only if he attaches a photocopy of his ID or passport or a photocopy of the certificate of incorporation.

  • 8.5 A registered shareholder who wishes to vote by this voting slip must deliver the voting slip and the relevant documents as aforesaid at the Company's offices at the address set out below, not later than six (6) hours before the time of convening of the general meeting.

    In this regard, "time of delivery" is the time when the voting slip and the attached documents have reached the Company's offices.

  • 8.6 A voting slip that has not been delivered as stated in this section 8 shall be invalid.

• 9. Voting via the Electronic Voting System:

  • 9.1 An unregistered shareholder may vote on the items on the agenda as set out above by means of a voting slip, which must to be transmitted via the Electronic Voting System up to six (6) hours before the time of convening of the general meeting, that is, up to April 28, 2022, at 5:00 a.m., when the Electronic Voting System will be closed ("System Closing Time").

  • 9.2 A vote 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 has voted by more than one means, the last of his votes 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. The Company does not allow voting over the Internet other than via the Electronic Voting System.

• 10. Address for delivery of voting slips and position statements:

  The Company's offices.

• 11. Deadline for submitting position statements:

• Up to ten (10) days before the date of the Meeting, that is, not later than April 18, 2022.

• 12. Deadline for submitting the Board of Directors' response to position statements: Up to five (5) days before the date of the Meeting, that is, not later than April 24, 2022.

• 13. Addresses of the websites containing the text of the voting slips and position statements:

  • 12.1 Distribution site of the Israel Securities Authority:www.magna.isa.gov.il

  • 12.2 Website of the Tel Aviv Stock Exchange Ltd.:www.maya.tase.co.il

  • 12.3 Company's website:www.bezeq.co.il

• 14. A shareholder may, if he so requested, receive the certificate of title at a branch of the stock exchange member or through the post. Such a request will be submitted in advance for a particular securities account. An unregistered shareholder may direct that his certificate of title be sent to the Company via the Electronic Voting System.

15. An unregistered shareholder may receive by email, free of charge, a link to the text of the voting slip and the position statements on the distribution site of the Israel Securities Authority, from the stock exchange member through whom he holds his shares, unless he notified the stock exchange member that he does not wish to receive such a link, or that he wishes to receive voting slips by post against payment. A notice concerning voting slips will also apply to the receipt of position statements. Likewise, any shareholder may apply directly to the Company and receive from it the text of the voting slip and position statements.

16.

One shareholder or more holding shares on the Date of Record at a rate equivalent to five percent (5%) or more of the total voting rights in the Company, and anyone holding said rate out of the total voting rights not held by the Company's controlling shareholder, as this term is defined in Section 268 of the Companies Law, may inspect the voting slips as set forth in Regulation 10 of the Regulations:

16.1 The quantity of shares equivalent to five percent (5%) of the total voting rights in the Company is, as of the date of publication of this voting slip: 138,275,185 shares.

16.2 The quantity of shares equivalent to five percent (5%) of the total voting rights in the Company not held by the Company's controlling shareholder is, as of the date of publication of this voting slip: 101,200,183 shares.

• 17. Following the publication of the voting slip there may be changes in the agenda, including the addition of an item to the agenda, and position statements may be published. The updated agenda and position statements that were published may be inspected in the Company's reports on the distribution site as stated in section 13 above.

• 18. Where a shareholder of the Company requested to add some matter to the agenda of the Meeting, and the Board of Directors has decided that this matter is suitable for consideration at the Meeting, the Company will issue an amended notice of convening of the Meeting, as provided in Regulation 5B of 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, including an amended voting slip, at the latest, by the day of publication of such amended notice.

• 19. A shareholder may, up to twenty four (24) hour before the time of convening of the Meeting, turn to the registered office of the Company, and after proving his identity to the satisfaction of the Company's Secretary or another employee to be appointed for this purpose, withdrawn his voting slip and certificate of title.

A shareholder must mark his vote on the items on the agenda in Part Two of this voting slip