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Bezeq the Israel Telecommunication Corporation Ltd Bezeq The Israel Telecommunication Corporation Ltd. Notice of the convening of an Extraordinary General Meeting and Transaction Report, in accordance with the Securities Regulations (Transaction between a Company and a Controlling Shareholder therein) 2001 and pursuantU to the Securities Regulations (Periodic and Immediate Reports), 5730-1970 1. Pursuant to the Securities Regulations (Periodic and Immediate Reports) 1970 and Securities Regulations (Transaction between a Company and a Controlling Shareholder therein) 2001 ("the Controlling Shareholders Regulations"), notice is hereby given of the convening of an extraordinary general meeting of the shareholders of the Company at which the topics laid out hereunder in this report will be discussed. The extraordinary general meeting will be held on October 11, 2012 at 11:00 a.m. at the Company's offices at 2 Azrieli Center (Triangle Tower, 27th floor), in Tel Aviv. 2. CompanyU name: U Bezeq – The Israel Telecommunications Corp. Ltd. ("the Company" or "Bezeq"). The subsidiary - Pelephone Communications Ltd. ("Pelephone") 3. Summary of the issues and resolutions on the agenda for the general meeting and a description of the main points: 3.1 AppointmentU of a directors To appoint Mr. Yair David as a director of the Company (from among employees 1 - attached herewith is a declaration of Mr. David's eligibility)P0F .P 3.2 LetterU of Indemnification To approve, subject to the approval of his appointment as a director of the Company, providing Mr. Yair David with a letter of indemnification identical to the letters of indemnification approved for the other directors of the Company. 3.3 Supply and maintenance services for products manufactured by Nokia and ZTE Extending, expanding and amending the engagement of Pelephone with Eurocom Cellular Communications Ltd. ("Eurocom Communications"), which was approved by the general shareholders meeting on June 10, 2010 and which deals with regulating the purchase and supply of Nokia products to Pelephone ("Products" - terminal equipment, spare parts and accessories). As part of the amendment, the engagement will be expanded to also include products manufactured by the Chinese electronics manufacturer, ZTE which is expected to market cellular terminal equipment in Israel via its new official representative, Eurocom Communications, and all as specified in the body of the report. The term of the agreement will be extended by three years from the date of expiry of the existing agreement (i.e. through to December 31, 2015). 4. U Name of the controlling shareholder who has a personal interest in the transaction and 2 the nature of such personal interest concerning issue 3.3 aboveUP1F :PU B Communications Ltd. ("B Com"), the controlling shareholder of the Company, has a personal interest in the transaction because Eurocom Cellular Communications Ltd. (a 3 party to the transaction) is an affiliate of B ComP2F .P 1 For further information concerning the candidate for serving as a director in accordance with Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, see section 3 of the voting ballot attached to this report. 2 See details of the nature of the personal interest of directors considered to be controlling shareholders in section 5 below. 3 Eurocom Cellular Communications Ltd. is a company controlled by Eurocom Communications Ltd. ("Eurocom Communications") which is a controlling shareholder (through holdings) B Communications (the controlling shareholder of the Company). 5. PersonalU interest for directors with regard to issue 3.3 above: Shaul Elovitch - as the controlling shareholder (through holdings) of Eurocom Communications; Or Elovitch, the son of Shaul Elovitch; Orna Elovitch, the wife of Or Elovitch and daughter-in-law of Shaul Elovitch; and Felix Cohen and Amikam Shorer, both employees and/or officers of Eurocom Group Companies (i.e. companies controlled by Eurocom and/or under the same control). 6. TheU General Meeting and the majority required to pass the resolutions: An extraordinary general meeting of the shareholders of the Company has been called for October 11, 2012 at 11:00 a.m., at the Company's offices at 2 Azrieli Center, Tel Aviv (Triangle Tower, 27th floor), with the issues specified above on the agenda. The majority required for adopting resolutions under sections 3.1 and 3.2 above is an ordinary majority of all the votes of the shareholders participating in the general meeting. With regard to section 3.3, the required majority is an ordinary majority of all the votes of the shareholders participating in the general meeting, and who are eligible to vote and who voted in it, without taking into consideration the absentee votes, unless in the occurrence of one of the following: 1) The count of the majority votes in the general meeting includes a minimum majority of all the votes of the shareholders who do not have a personal interest in the approval of the transaction, who participate in the vote; the count of all the votes of the shareholders will not take abstentions into account. 2) The total negative votes from among the shareholders referred to in sub-section [A] above do not exceed two percent (2%) of all the voting rights in the Company. The effective date for eligibility to participate and to vote in the general meeting in accordance with section 182(B) of the Companies Law 1999 will be September 13, 2012 ("the Effective Date"). The number of shares representing 5% of the total voting rights in the Company is 136,044,843 ordinary shares of the Company. The number of shares constituting 5% of the total voting rights in the Company which are not held by a controlling party in the Company as defined in Section 268 of the Companies Law is 93,696,962 ordinary shares of the Company. 7. ReviewU of documents The shareholders of the Company may review, upon their request, the documents pertaining to the foregoing transaction as specified in Regulation 5 of the Controlling Shareholders' Regulations and any other relevant material pertaining to the issues on the agenda for the general meeting at the Company's secretariat at 2 Azrieli Center, Tel Aviv, Triangle Tower (27th floor) on Monday through Thursday between 10:00 a.m. and 3:00 p.m., and by prearranged appointment (Tel: 03-626-2200) August 29, 2012 Linor Yochelman, Adv. Company secretary Bezeq the Israel Telecommunication Corporation Ltd. - 2- Bezeq The Israel Telecommunication Corporation Ltd. Transaction Report and Notice of Convening of an Extraordinary General Meeting Pursuant to the Securities Regulations (Transaction between a Company and a Controlling Shareholder therein) 2001 and pursuant to the Securities Regulations (Periodic and Immediate Reports), 1970 Pursuant to the Securities Regulations (Periodic and Immediate Reports) 1970 and Securities Regulations (Transaction between a Company and a Controlling Shareholder therein) 2001 ("the Controlling Shareholders Regulations"), notice is hereby given of the convening of an extraordinary general meeting of the shareholders of the Company at which the topics laid out hereunder in this report will be discussed. The extraordinary general meeting will be held on October 11, 2012 at 11:00 a.m. at the Company's offices at 2 Azrieli Center (Triangle Tower, 27th floor), in Tel Aviv. Part A - Issues on the agenda and summary of the main points of the proposed resolutions 1.1 Appointment of a directors To appoint Mr. Yair David as a director of the Company (from among employees - 4 attached herewith is a declaration of Mr. David's eligibility)P3F .P 1.2 Letter of Indemnification To approve, subject to the approval of his appointment as a director of the Company, providing Mr. Yair David with a letter of indemnification identical to the letters of indemnification approved for the other directors of the Company. 1.3 Supply and maintenance services for products manufactured by Nokia and ZTE As set out in Part B of this report, below. 4 For further information concerning the candidate for serving as a director in accordance with Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 1970, see section 3 of the voting ballot attached to this report. Bezeq the Israel Telecommunication Corporation Ltd. - 3- Part B - Details in accordance with the Controlling Shareholders Regulations with respect to the proposed resolution noted in section 1.3 of Part A 1. Company name: Bezeq The Israel Telecommunication Corporation Ltd. 2. The parties to the transaction: Bezeq – The Israel Telecommunications Corp. Ltd. ("the Company" or "Bezeq"). The subsidiary - Pelephone Communications Ltd. ("Pelephone") 3. Description of the main points and nature of the engagement: Background: A. Eurocom Cellular Communications Ltd. ("Eurocom Communications") is the distributor in Israel of cellular telephones and a range of terminal equipment manufactured by Nokia. Eurocom Communications also deals with the supply of spare parts and accessories and provides maintenance services for Nokia products. At the beginning of 2009 Pelephone began marketing Nokia products to its customers and for this purpose agreements were reached between Pelephone and Eurocom Communications concerning the working procedures, prices, payment terms, levels of technical repairs, etc. as is reflected in the purchase orders and working procedures agreed upon between the parties. In June 2010, following changes in the control of the Company and after Eurocom Communications became a related party to the controlling shareholders in the
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