Rosh Ha'ayin, Israel

June 22, 2022

And complementary notice dated July 14, 2022

PARTNER COMMUNICATIONS COMPANY LTD.

COMPLEMENTARYNOTICE OF

ANNUAL GENERAL MEETING OF SHAREHOLDERS

Notice is hereby given that a general meeting of shareholders constituting an Annual General Meeting (the "AGM") of Partner Communications Company Ltd. (the "Company", "Partner" or "we") will be held on Thursday, July 28, 2022 at 14:00 (Israel time), at our offices, 8 Ha'amal Street, Rosh Ha'ayin, Israel or at any adjournment thereof.

It is proposed at the AGM to adopt the following resolutions:

(1)

to re-appoint Kesselman & Kesselman, independent certified public

accountants in Israel and a member of PricewaterhouseCoopers

International Limited group, as the Company's independent auditors for

the period ending at the close of the next AGM, and to authorize the

Board of Directors to approve, following the approval of the Audit

Committee, the remuneration of the independent auditors, in accordance

with the volume and nature of their services;

(2)

to discuss the auditor's remuneration for the year ended December 31,

2021, as determined by the Audit Committee and by the Board of

Directors, and the report of the Board of Directors with respect to the

remuneration paid to the auditor and its affiliates for the year ended

December 31, 2021;

(3)

to discuss the Company's audited financial statements for the year ended

December 31, 2021 and the report of the Board of Directors for such

period;

(4)

to elect and appoint the followingfive (5) directors from the following

seven (7) candidatesto serve as directors on the Company's Board of

Directors until the close of the next AGM: Mr. Gideon Kadusi, Mr.

Shlomo Rodav, Mr. Yehuda Saban,Ms. Anat Cohen-Specht, Mr. Doron

Steiger, Mr. Ori Yaronand Mr. Shlomo Zohar (the "Candidates to

Serve as Directors");

  1. to approve the compensation terms of Mr. Shlomo Rodav and Mr. Doron Steiger as directors, including the grant of Indemnification and Release Letters; and
  2. to approve the terms of office and employment of the CEO of the Company, Mr. Avi Gabbay including a special bonus for the year 2022 and the grant of an Indemnification and Release Letter, but excluding the annual cash bonus and equity incentive.
    • 1 -

The vote of the holders of a majority of the Ordinary Shares, par value NIS 0.01 per share (the "Ordinary Shares") participating in the AGM and voting on the matter is required for the approval of any of items 1 and 4, on the agenda. Regarding item 4, the five directors that will be appointed will be those directors that receive the most votes in favor of their appointment by the AGM, subject to their appointment receiving the required above legal majority.No vote is required in connection with the discussion of items 2-3 on the agenda.

The vote of the holders of a majority of the Ordinary Shares participating in the AGM and voting on the matter is required for the approval of items 5-6, provided, that one of the following conditions is fulfilled: (i) the majority of votes in favor of the matter shall include at least a majority of the votes of shareholders not constituting Controlling Parties (as stated in the Israeli Companies Law (1999), as amended (the "Israeli Companies Law"), including section 268 thereof, "Controlling Parties") in the Company, or those having a Personal Interest (as defined in the Israeli Companies Law, a "Personal Interest") in the approval of the pertinent item, participating in the vote; which votes shall not include abstaining votes; or (ii) the total number of objecting votes of the shareholders mentioned in clause (i) does not exceed 2% of the total voting rights in the Company.

Only shareholders of record at the close of business on June 28, 2022 (the "Record Date") will be entitled to participate in and vote at the AGM, subject to the restrictions in the Company's Articles of Association, as set forth in the attached Proxy Statement. All shareholders are cordially invited to attend the AGM in person.

The Israeli Companies Regulations (Deeds of Vote and Position Notices) (2005), as amended, state that shareholders who will not attend the AGM in person may vote with respect to items 1, 4-6 on the agenda by completing the second part of the Hebrew form of the Deed of Vote (ktav hatzba'a). For the shareholders' convenience, items 2-3 on the agenda are also included in the Deed of Vote (although said items are not subject to the provisions of such regulations), and an English convenience translation of the Deed of Vote is included. Under such regulations, the shareholders may also submit a position notice (hoda'at emda) to the Company's offices (envelope marked clearly as "position notice", to the Company Secretary, at the address stated above) in respect of items 1, 4-6 on the agenda, no later than ten (10) days before the AGM meeting date (July 19, 2022). The deadline for submission of the Board of Directors' response to such position notices is July 24, 2022. Changes to the AGM agenda may be made after the filing of the Deed of Vote, including by adding an item to the agenda following a shareholder request (in accordance with Section 66(b) to the Israeli Companies Law) submitted to the Company no later than June 29, 2022 (seven

  1. days following the date of filing the attached Proxy Statement), all in accordance with an amendment to the Israeli Companies Regulations (Notice and advertisement regarding a general meeting and a class meeting in a public company and the addition of an item to the agenda) (2000). In such case, the Company will file an amended agenda and an amended Deed of Vote no later than July 6, 2022. The filing of an amended agenda will not require the change of the Record Date as set forth above and in the attached Proxy Statement. The Hebrew form of the Deed of Vote, the amended agenda and the amended Deed of Vote (both, if any) and position notices are or will be available on the websites: www.magna.isa.gov.ilor www.maya.tase.co.il; and an English convenience translation of the documents is available on Form 6-K at the U.S.
    • 2 -

Securities and Exchange Commission's EDGAR System http://www.sec.gov/edgar.shtml.

Shareholders who will not attend the AGM in person are requested to complete, date and sign the aforementioned form of Deed of Vote distributed herewith (or the amended Deed of Vote, if any) (either the Hebrew or the English version) and to return it promptly (and in any event at least four (4) hours prior to the time of the AGM) to the Company at its address above or use the electronic voting system for shareholder meetings of publicly listed Israeli companies via its MAGNA system, following a registration process, no later than six (6) hours before the time fixed for the AGM. The shareholders are requested to vote only once, either by sending the Deed of Vote (the Hebrew version or the English version, but not both) or by electronic voting. If a shareholder votes both ways, the vote shall be disqualified.

The Company's Articles of Association also allow shareholders registered in the Company's Shareholders Register to appoint a proxy to vote in their stead (whether personally or by means of a Deed of Vote) at the AGM, by means of a Deed of Authorization in the form attached to this Proxy Statement, so long as the Deed of Authorization is delivered to the Company at least four (4) hours prior to the time of the AGM. Shareholders may revoke their Deeds of Authorization by a written notice received at the Company's offices prior to the commencement of the AGM, and vote their shares in person.

Two or more shareholders holding Ordinary Shares conferring in the aggregate at least one-third of our voting rights, present in person or by proxy at the AGM, or who have delivered to us a Deed of Vote, will constitute a lawful quorum at the AGM. Should no lawful quorum be present one half hour following the time set for the AGM, the AGM shall be adjourned to August 3, 2022 at the same time and place.

A shareholder is entitled to contact the Company directly and receive the text of the Deed of Vote (ktav hatzba'a) (or the amended Deed of Vote, if any) and the Position Notices (hodaot emda) (if any).

A shareholder, whose shares are registered with a member of the Tel-Aviv Stock Exchange Ltd. (the "Exchange"), is required to prove his share ownership to vote at the AGM. Such shareholder shall provide the Company with an ownership certificate (as of the Record Date) from that Exchange member and is entitled to receive the ownership certificate in the branch of the Exchange member or by mail to his address (in consideration of mailing fees only), if the shareholder so requested. Such a request will be made in advance for a particular securities account.

A shareholder, whose shares are registered with an Exchange member, is entitled to receive from the Exchange member who holds the share on the shareholder's behalf, by e-mail, for no charge, a link to the text of the Deed of Vote (or the amended Deed of Vote, if any) and to the Position Notices (if any) posted on the Israel Securities Authority website, unless the shareholder notified that he is not so interested; provided, that the notice was provided with respect to a particular securities account, prior to the Record Date.

- 3 -

Copies of the proposed resolutions are available at our offices, 8 Ha'amal Street, Rosh Ha'ayin, Israel, every business day from 9 a.m. to 5 p.m. (Israel time), following prior coordination at telephone number +972-54-7814191.

By Order of the Board of Directors

Sarit Hecht, Adv.

Company Secretary

- 4 -

PARTNER COMMUNICATIONS COMPANY LTD.

8 Ha'amal Street

Rosh Ha'ayin 4810302, Israel

PROXY STATEMENT

This Proxy Statement is furnished to the holders of Ordinary Shares, par value NIS 0.01 per share (the "Ordinary Shares"), including holders of American Depositary Shares (each representing one Ordinary Share, the "ADSs") of Partner Communications Company Ltd. (the "Company", "Partner" or "we") in connection with the solicitation by the Board of Directors of proxies for use at a general meeting of shareholders constituting an Annual General Meeting (the "AGM"), to be held on Thursday July 28, 2022 commencing at 14:00 (Israel time), at our offices, 8 Ha'amal Street, Rosh Ha'ayin, Israel, or at any adjournment thereof.

It is proposed at the AGM to adopt the following resolutions:

(1)

to re-appoint Kesselman & Kesselman, independent certified public

accountants in Israel and a member of PricewaterhouseCoopers

International Limited group, as the Company's independent auditors for

the period ending at the close of the next AGM, and to authorize the

Board of Directors to approve, following the approval of the Audit

Committee, the remuneration of the independent auditors, in accordance

with the volume and nature of their services;

(2)

to discuss the auditor's remuneration for the year ended December 31,

2021, as determined by the Audit Committee and by the Board of

Directors, and the report of the Board of Directors with respect to the

remuneration paid to the auditor and its affiliates for the year ended

December 31, 2021;

(3)

to discuss the Company's audited financial statements for the year ended

December 31, 2021 and the report of the Board of Directors for such

period;

(4)

to elect and appoint the followingfive (5) directors from the following

seven (7) candidatesto serve as directors on the Company's Board of

Directors until the close of the next AGM: Mr. Gideon Kadusi, Mr.

Shlomo Rodav, Mr. Yehuda Saban,Ms. Anat Cohen-Specht, Mr. Doron

Steiger, Mr. Ori Yaronand Mr. Shlomo Zohar (the "Candidates to

Serve as Directors");

  1. to approve the compensation terms of Mr. Shlomo Rodav and Mr. Doron Steiger as directors, including the grant of Indemnification and Release Letters; and
  2. to approve the terms of office and employment of the CEO of the Company, Mr. Avi Gabbay including a special bonus for the year 2022
    • 5 -

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Reliance Communications Limited published this content on 14 July 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 July 2022 08:53:06 UTC.