Cellcom Israel : Options grant

English summary of Cellcom Israel Ltd.'s immediate report filed with the Israeli Securities Authority,

on March 2, 2022

Cellcom Israel Ltd. (hereinafter: the "Company") filed with the Israeli Securities Authority a report noting that the Company's Board of Directors resolved to grant 942,314 options1 pursuant to the Company's Compensation policy and under the Company's 2015 Share Incentive Plan, to certain non-director office holders (preceded by the Company's compensation committee's resolution to that end), to be vested in three installments on each of the first, second and third anniversary of the grant at an exercise price of NIS 18.58 for the first installment, NIS 19.51 for the second installment and NIS 20.44 for the third installment. The options of the first installment may be exercised within 18 months from their vesting, and the options of the second and third installments may be exercised within 12 month from their vesting.

Such grant is subject to the approval of the Tel Aviv Stock Exchange, or TASE, for the registration of such options for trade. The execution of such options is subject to the TASE regulations and the sale of the shares resulting from such execution will be subject to block periods set by the Israeli applicable Law and the TASE regulations.

Acceleration events:Notwithstanding the aforementioned in the case of: 1. sale of all or substantially all of the Company's assets; or, 2. in the case of the sale of all or substantially all of the Company's shares ("Sale"); or, 3. in the case of a merger, or similar transaction, where the Company is not the surviving corporation; or a merger, or a similar transaction, in which the Company is the surviving company but the shares in the transaction are converted into another asset (such as securities or cash), (1-3 above: "Transaction") - the maturity dates of the options will be accelerated in full, so that the options will be exercisable for shares starting 10 days before the date of completion of the Transaction until shortly before completion of the Transaction. At the time of completion of the Transaction, all options not exercised for the shares will expire.

1The options will be exercisable by way of a Net Exercise mechanism according to which, at the time of the exercise, the recipient of the options does not pay the exercise price but will be issued shares whose number will be determined according to the amount of monetary benefit to which he is entitled.