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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Cellcom Israel Ltd | NYSE:CEL | NYSE | Common Stock |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 3.77 | 0 | 01:00:00 |
1. |
Agenda item and form of proposed resolution
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2. |
Item number 1 - Approval of the remuneration terms of Mr. Daniel Sapir, incoming CEO of the Company
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2.1 |
Background
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2.2 |
The primary terms of the proposed employment agreement between Mr. Sapir and the Company are brought for approval of the Meeting
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2.2.1 |
Mr. Daniel Sapir shall serve as the Company’s Chief Executive Officer at full time (100%) position.
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2.2.2 |
The employment agreement of Mr. Sapir is for an unlimited period commencing on the Date of Commencement of Transition Period and can be terminated at any time
by either of the parties, by 3-months prior notice during the first three years of employment, and thereafter by 6-months prior notice, in accordance with the Company’s compensation policy.
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2.2.3 |
For serving as CEO of the Company, Mr. Sapir shall be entitled to the following main terms: (a) monthly salary of ILS 110,000 (linked to the Israeli CPI); (b) customary social benefits, including paid vacation, sick leave, managers’
insurance, education fund and reimbursement of per diem expenses incurred in practice while performing his position against invoices/reports according to the Company’s policy; (c) Company vehicle and vehicle expenses (including grossing up);
(d) D&O insurance, indemnity and exculpation, as granted to the other officers and directors of the Company.1 The CEO’s employment agreement also includes non-compete provisions for a period of 12 months following the end of
the employment period and provisions regarding confidentiality.
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2.2.4 |
Mr. Sapir shall be entitled to equity compensation with an overall benefit value (as of the date of the Board of Directors’ approval) of approx. ILS 6.65 million, spread over 5 years (i.e., approx. ILS 1.33 million per vesting year,
calculated linearly). In the framework of equity compensation, the Company is asking to allocate 1,123,670 options (non-registered) of the Company to the CEO of the Company. Each option shall be exercisable into one ordinary share par value
ILS 0.01, subject to adjustments as set forth in the Company's 2015 Share Incentive Plan (“Options”).
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2.3 |
Hereunder details of the proposed cost of employment of Mr. Sapir (employer’s cost) on an annual basis:
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2.4 |
Additional details
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2.4.1 |
The ratio between the employment cost of Mr. Sapir and the average and median employment cost of the rest of the Company’s employees and contractor workers, as of the report date, is approx. 22.6 and 29, respectively.
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2.4.2 |
The remuneration terms of Mr. Sapir were unanimously approved by the Compensation Committee at its meetings of January 17 and January 20, 2022 and by the Board of Directors at its meeting of January 20, 2022.
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2.4.3 |
The Compensation Committee and Board of Directors noted in their reasons for approving the remuneration terms:
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2.4.3.1 |
The proposed remuneration terms are reasonable and fair. In this context the Compensation Committee and Board of Directors were presented a comparative survey conducted by an external compensation expert (“Comparative
Survey”), and which is attached as schedule “A” to the Report. The Compensation Committee and Board of Directors were also presented an internal comparison conducted by the Company to the compensation terms of other CEOs in the
communications market, as reported to the public (“Communications Market Comparison”).
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2.4.3.2 |
Mr. Sapir’s proposed terms of employment are in line with the Company’s Compensation Policy.
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2.4.3.3 |
The proposed monthly salary is on market terms according to the Comparative Survey and is below the percentiles where the Company desires to set the salary of officers as set forth in the Compensation Policy (25-75%), compared to the
comparison group. The proposed monthly salary is lower than the salary of other CEOs in the communications market according to the Communications Market Comparison.
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2.4.3.4 |
The proposed equity compensation is lower than the equity compensation of the Company’s previous CEO, Mr. Avi Gabbay6 and is also low compared to other CEOs in the communications market according to the Communications Market
Comparison. The proposed equity compensation is on average compared to the Comparison Group according to the Comparative Survey. In addition, the proposed equity compensation is on stricter terms regarding vesting dates and exercise price of
options to be allocated to the Company’s CEO compared to the minimum vesting dates and minimum exercise price set forth in the Compensation Policy (i.e., longer vesting period than the minimum period and higher exercise price than the minimum
price).
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2.4.3.5 |
In the opinion of the Compensation Committee and Board of Directors the ratio between the Mr. Sapir’s cost of employment and the cost of employment of the other employees of the Company shall not adversely affect employment relations in
the Company considering the Company’s character, size and mix of manpower employed by it and the nature of its business.
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3. |
Order of the Meeting and voting
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3.1 |
Manner of voting
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3.2 |
Time of the General Meeting
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3.3 |
Legal quorum and date of the adjourned meeting
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3.4 |
The required majority for adopting the resolutions at the General Meeting
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3.5 |
Record date
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3.6 |
Proxy for voting
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3.7 |
Electronic voting card
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3.8 |
Voting in writing by voting card and position statements
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3.9 |
Certificate of ownership
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3.10 |
US shareholders
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3.11 |
Restrictions applicable to voting by virtue of the Company’s communications licenses
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3.12 |
Interest or other characteristic of the shareholder
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3.13 |
Changes to the agenda; the deadline for a shareholder to issue a request to include an item on the agenda
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4. |
Details on the Company’s representative with respect to dealing with this Report
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5. |
Document review
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1. |
Company name: Cellcom Israel Ltd. (the “Company”).
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2. |
Type of general meeting, the time and place it is convened - Extraordinary General Meeting.
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3. |
Description of the item on the agenda and form of its resolution:
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3.1. |
Item number 1: Approval of the remuneration terms of Mr. Daniel Sapir, incoming CEO of the Company
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4. |
Time and place for reviewing the full version of the proposed resolutions
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5. |
The required majority to adopt the resolution in the General Meeting for the item on the agenda
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6. |
Notice regarding a personal interest/affinity
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7. |
Notice regarding contravening holdings
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8. |
Validity of voting card
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9. |
An unregistered shareholder who wants to vote via an electronic voting card shall be entitled to do so until such time as the system is closed (six hours before the
time of the Meeting).
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10. |
Company address for delivery of the voting cards and position statements
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11. |
Deadline for delivery of position statements to the Company by the shareholders
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12. |
Deadline for delivery of the Board of Directors’ response to the position statements
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7 |
A person in favor of whom shares are registered with a TASE member, and such shares are included among the shares registered in the Company’s shareholder registry in the name of the nominee company.
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8 |
A shareholder who is registered in the Company’s shareholder registry.
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13. |
Address of the websites on which the voting cards and position statements are located
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14. |
An unregistered shareholder is entitled to receive the certificate of ownership from the TASE member through whom is holds its shares, at the branch of the stock exchange member or by mail to its address in exchange for delivery fees only,
if so requested. An application on this matter shall be given in advance for a certain securities account. A shareholder is also entitled to order its certificate of ownership to be transferred to the Company through the electronic voting
system.
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15. |
A unregistered shareholder is entitled to receive by email, for no consideration, a link to the format of the voting card and position statements (if any) on the Distribution Website, from the TASE
member through whom it holds its shares, unless it informed the TASE member that it does not desire to receive such a link or that it wishes to receive voting card by mail in consideration for payment; its notice regarding the voting card
shall also apply with respect to receiving the position statements.
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16. |
One or more shareholders holding shares at a rate constituting five percent (5%) or more of the total voting rights in the Company, and also one holding such a share out of all voting rights which are not held by the Company’s controlling
shareholder, as defined in section 268 of the Companies Law (“Controlling Shareholder”), is entitled by itself or through an agent on its behalf, after the General Meeting being convened, to review, at
the Company’s offices (the address whereof is set forth in section 10 above), during common work hours, the voting cards and the voting records through the electronic voting system that the Company received as set forth in regulation 10 of
the Israeli Companies (Voting in Writing and Position Statements) Regulations, 5766-2005.
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17. |
Following the publication of this report on convening the Meeting, there may be changes to the agenda, including the addition of items to the agenda, position statements may be published, and the updated agenda and position statements may
be reviewed in the Company’s reports to be published on the websites listed in section 13.
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A shareholder shall state the manner of its vote with respect to the item on the agenda in the second part of this voting card.
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1. |
Shareholder name - ____________________
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2. |
ID number - ________________________
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3. |
If the shareholder does not have an Israeli identity card -
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4. |
If the shareholder is a corporation -
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5. |
Interested party, senior officer and institutional investor:
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Are you an interested party9 of the Company?
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Yes
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No
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Are you a senior officer10 of the Company?
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Yes
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No
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Are you an institutional investor?11
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Yes
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No
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6. |
Do your direct or indirect holdings in the Company’s shares violate the restrictions on holding or transfer of the Company’s shares set forth in the Company’s communication licenses?12
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Yes
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No
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12 |
If this box is not checked, the vote will not be counted.
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Item on the agenda
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Manner of voting13
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Are you a Controlling Shareholder or interested party in the resolution?14
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|||
In favor
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Against
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Abstaining
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Yes15
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No
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1. To
approve the remuneration terms of Mr. Daniel Sapir, CEO of the Company, all as detailed in the meeting assembly Report.
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Date: ___________ |
Signature: __________
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1. |
Per your request, please find enclosed updated comparative information regarding compensation levels for the CEO position in large Israeli companies and a comparative analysis of the proposed compensation package of the company's
incoming CEO to the benchmark.
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2. |
By way of introduction, Zviran Consulting and Surveys is the leading provider of comparative benchmarks and consulting services and comparative information on senior executives in Israel. The
comparative data used as a basis for our work is anchored in a unique and dedicated database that combines extracted from salary surveys in various fields, additional data obtained from the companies themselves as part of a large number of
recent consultancy work as well as real data from other sources. Our database, combined with academic knowledge and decades of experience and hundreds of projects, allow us to offer research-based and knowledge-based solutions to local and
global companies operating in Israel.
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3. |
To provide comparable information and ensure validity and accuracy of this analysis, we use rigorous methodologies to ensure that the surveyed position is carefully matched according to scope and responsibilities of the position and to
revenue scope of the surveyed companies.
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4. |
The comparative data were extracted from our live, up-to-date, information database of hundreds of private and public companies. Our comprehensive database allows us to characterize and tailor a focused benchmark of companies in a
variety of managerial positions.
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5. |
The comparison group was created after careful consideration of the company's main characteristics, such as nature of operations and revenues scope. Based on the size of the company in the Israeli market, the comparison group for this
benchmark consists of 18 large companies including publicly traded companies, such as Amot, Azrieli, Bazan Group, Bezeq, Dan Hotels, Delta, Electra, Fox, Isrotel, Meliseron, Partner, Paz, Shafir, Shufersal and Strauss as well as several
large private companies such as Hot, Pelephone, Cal, Tnuva and others. The full list cannot be disclosed, as we are required to maintain confidentiality of these companies.
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6. |
The standard compensation package for CEOs usually comprise of the following layers:
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• |
Base salary and social benefits or management fee.
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• |
Fixed monthly allow ances - mainly company car and occasionally company car gross-up.
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• |
Annual Cash Bonus – tying the CEO's remuneration to the company's short-term targets.
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• |
Equity-based compensation (options and shares) - tying the CEO's remuneration to the company's long-term targets and increasing its value.
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• |
Additional benefits – including, among others, of home phone, cellphone etc..
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7. |
As per the data we received from the company' Mr. Daniel Sapir, the incoming CEO of the company's compensation package is based on the following components:
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• |
Base salary – NIS 110,000 per month.
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• |
Monthly allowances – company car + gross up totaling NIS 12,460.
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• |
Annual cash bonus – target bonus is NIS 1,100,000 (equal to 10 monthly salaries).
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• |
Long-term compensation – the economic value of the equity-based compensation (options) to be granted to the incoming CEO totals NIS 6,650,000 over five years (= NIS 1,330,000 per annum on a linear layout).
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8. |
The table below presents the comparative data analysis. The left-hand side columns refer to the benchmark data and depict the lower boundary, lower quartile (25th percentile), average, upper quartile (75th percentile) and upper boundary.
The right-hand side columns list the company's incoming CEO's remuneration (based on the proposed compensation package) and relative position based on the proposed compensation components and compared to the sample.All figures are listed in
Israeli Shekels.
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Compensation Level
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Sample data (in Israeli Shekels)
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Cellcom's data
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|||||
Min
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25%
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Average
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75%
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Max
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Salary
|
Relative
position
|
|
Base Salary
|
80,000
|
148,360
|
151,430
|
156,870
|
241,760
|
110,000
|
~At 15%
|
Monthly Allowances
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----
|
10,010
|
14,240
|
18,000
|
27,310
|
12,460
|
~At 35%
|
Full Monthly Salary
|
90,000
|
158,950
|
165,670
|
178,170
|
259,760
|
122,460
|
~At 15%
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Annual Payments
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600,000
|
1,405,750
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2,048,680
|
2,736,720
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5,500,000
|
1,100,000
|
~At 20%
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Total Cash
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190,000
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263,000
|
336,390
|
394,360
|
635,250
|
214,127
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~At 15%
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Annual Equity Value
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----
|
341,310
|
1,140,230
|
2,220,070
|
3,075,000
|
1,330,000
|
~At 60%
|
Total Compensation
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190,000
|
310,780
|
431,410
|
516,640
|
891,500
|
324,960
|
~At 30%
|
|
9. |
To further examine the sample rigor, we conducted a sensitivity analysis by smoothing the dataset (eliminating extreme values from both the high and low ends) and executing the analysis again. The results of the analysis of the
normalized dataset indicate that the sample is stable and not subject to significant changes because of extreme data points.
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10. |
As agreed, our task is focused at providing benchmark Information only while the responsibility for making decisions and the results obtained following the use of any of the services or deliverables provided by us is of the Company and
its institutions. We bear no responsibility, contractual or otherwise, arising from the data or services provided to the Company.
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11. |
We hope the Information included in this analysis responds to your needs on this issue. In case you have questions, please let us know and we will make all efforts to address them.
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CELLCOM ISRAEL LTD.
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||||||
Date:
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January 24, 2022
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By:
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/s/ Liat Menahemi Stadler
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|||
Name:
|
Liat Menahemi Stadler
|
|||||
Title:
|
VP Legal and Corporate Secretary
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1 Year Cellcom Israel Chart |
1 Month Cellcom Israel Chart |
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