FORM
6-K
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Report
of Foreign Private Issuer
Pursuant
to Rule 13a-16 or 15d-16 of
the
Securities Exchange Act of 1934
For
March
29, 2007
Commission
File Number: 001-33271
CELLCOM
ISRAEL LTD.
10
Hagavish Street
Netanya,
Israel 42140
(Address
of principal executive offices)
Indicate
by check mark whether the registrant files or will file annual reports under
cover of Form 20-F or Form 40-F.
Form
20-F
__X__
Form 40-F _____
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(1):
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted
by Regulation S-T Rule 101(b)(7):
Indicate
by check mark whether the registrant by furnishing the information contained
in
this Form is also thereby furnishing the information to the Commission pursuant
to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes _____
No __X__
If
“Yes”
is marked, indicate below the file number assigned to the registrant in
connection with Rule 12g3-2(b): Not
Applicable
Cellcom
Israel Announces 2007 Annual General Meeting
NETANYA,
Israel, March 29, 2007 - Cellcom Israel Ltd. (NYSE: CEL) today announced that
its 2007 Annual General Meeting of Shareholders (the “Meeting”) will be held on
Tuesday, May 8, 2007, at 10:00 a.m. (Israel time), at the offices of the
Company, 10 Hagavish Street, Netanya, Israel. The record date for the Meeting
is
April 9, 2007. Cellcom will send to its shareholders of record a proxy statement
describing the various matters to be voted upon at the meeting, along with
a
proxy card enabling them to indicate their vote on each matter.
The
agenda
of the Meeting is as follows:
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(1)
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election
of Ami Erel, Shay Livnat, Raanan Cohen, Oren Lieder, Avraham Bigger,
Rafi
Bisker and Shlomo Waxe as
directors;
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(2)
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election
of Ronit Baytel and Joseph Barnea as external
directors;
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(3)
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approval
of the fees to be paid to external directors who may serve from time
to
time in the amount of NIS 100,000 (approximately $24,000) per year
and NIS
3,000 (approximately $700) per meeting, payable in accordance with
the
regulations promulgated under the Companies Law, as adjusted for
changes
in the Israeli CPI;
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(4)
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approval
of D&O liability insurance coverage for the benefit of our directors,
as part of a policy which covers liabilities of the Company and its
respective directors, officers and certain other employees up to
a maximum
of $100 million per claim and in the aggregate, and an additional
20% of
that sum relating to lawsuits in Israel only, as well as any renewal,
extension or substitution of such policy from time to time, provided
that
such renewal, extension or substitution is for the benefit of the
Company
and its officers, directors and certain other employees and on terms
substantially similar to or more favorable to the Company than those
of
the then effective insurance policy,
that the coverage will not exceed the amounts described above and
that the
annual premium will not exceed an amount representing an increase
of 10%
in any year, as compared to the previous year; the total annual premium
amount is currently $1.2 million;
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(5)
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reappointment
of Somekh Chaikin, a member of KPMG International, as our independent
auditors, until the 2008 annual general meeting of shareholders;
and
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(6)
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consideration
of our audited financial statements for the year ended December 31,
2006.
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Quorum
Two
or
more shareholders holding in the aggregate at least one-third of the outstanding
voting power in the Company, present in person or by proxy and entitled to
vote,
will constitute a quorum at the Meeting.
Voting
Requirements
Items
1,
3, and 5 require the approval of a simple majority of the voting power in the
Company voted on the matter.
Item
2
requires the affirmative vote of the holders of a majority of the voting power
in the Company present, in person or by proxy, and voting on the matter,
provided that either (i) at least one third of the shares of non-controlling
shareholders are voted in favor of the election of the
2
external
director or (ii) the total number of shares of non-controlling shareholders
voted against the election of the external director does not exceed one percent
of the outstanding Ordinary Shares.
Items
4
requires the approval of a simple majority of the voting power in the Company
voted on the matter, unless the holders of 1% or more of the outstanding voting
rights in the Company notify the Company in writing, no later than 10:00 a.m.
(New York time) April 12, 2007, that they request a special vote. Such notice
must include appropriate evidence of share ownership in the Company. In that
case, Item 4 will also require the approval of at least one-third of the voting
power held by shareholders who do not have a personal interest in the matter
(unless the total voting power of non-interested shareholders voted against
the
matter does not represent more than one percent of the outstanding voting power
in the Company). This mechanism is required by Israeli law because one of our
directors is a controlling shareholder of the Company and several others are
affiliated with a controlling shareholder.
Item
6
will not involve a vote of the shareholders.
Our
Audit
Committee and Board of Directors approved the foregoing agenda items on March
29, 2007. In order to comply with Israeli procedural requirements, following
the
vote on Item 2, the Meeting will recess during which our Audit Committee and
Board of Directors will convene to consider and resolve upon Items 3 and
4.
Position
Statements
Shareholders
wishing to express their position on an agenda item for the Meeting may do
so by
submitting a written statement to the Company’s office at the above address no
later than ten days following the record date. Reasonable costs incurred by
the
Company in dealing with such a position statement shall be borne by the
submitting shareholder.
Information
Regarding Nominees
A
brief
biography of each nominee for director is included in Item 6.A of the Company’s
Annual Report on Form 20-F. Pursuant to the Company’s Articles of Association,
Discount Investment Corporation Ltd., which is responsible for complying with
the requirement under our cellular license and Articles of Association that
Israeli citizens and residents from among our founding shareholders hold at
least 20% of our outstanding shares, has designated Nochi Dankner and Issac
Manor as its appointees to our Board of Directors. Accordingly, their
re-election does not require approval of the shareholders at the Meeting.
Set
forth
below is a brief biography of each nominee for external director.
Ronit
Baytel
has
served as a senior member of the finance department of Ormat Group since 2005,
where she is responsible, inter
alia,
for
internal control over financial reporting. From 1994 to 2005, she served as
a
member of the auditing department of Kesselman & Kesselman, a member of
PricewaterhouseCoopers International Limited, and from 1999, in the position
of
senior manager. Ms. Baytel is a certified public accountant and holds a
B.A. in economics and accounting from Tel Aviv University and an M.B.A from
the
Hebrew University.
3
Joseph
Barnea is
a
retired businessman. He served as the Chief Executive Officer of Oxygen &
Argon Works Ltd. from 1987 to 2005 and continued to serve as a member of its
management until 2006. From 1985 to 1987, he served as the Chief Executive
Officer of Telkoor Ltd. From 1980 to 1985, he served as a Vice President of
Elscint Medical Imaging Ltd. Mr. Barnea is a member of the Presidency of the
Israeli Industrialists Association and until recently served as the Chairman
of
its Chemistry and Environment Association, and from 2005 a member of
the boards of the Israeli Export Institute and the Israeli Standards
Institute. From 2001 to 2004 he served as Chairman and President of the
International Oxygen Manufacturers Association (IOMA). He served as Colonel
and
Deputy Commander of the signal, electronics and computer corps of the Israeli
Defense Forces. Mr. Barnea holds a B.Sc. in electrical engineering from the
Technion, Israel Institute of Technology and an M.Sc. in electrical engineering
from Columbia University, New York, USA.
About
Cellcom
Cellcom
Israel Ltd., established in 1994, is the leading Israeli cellular provider;
Cellcom provides its 2.884 million subscribers (as at December 2006) with a
broad range of value added services including cellular and landline telephony,
roaming services for tourists in Israel and for its subscribers abroad and
additional services in the areas of music, video, mobile office etc., based
on
Cellcom's technologically advanced infrastructure. The Company operates an
HSDPA
3.5 Generation network enabling the fastest high speed content transmission
available in the world, in addition to GSM/GPRS/EDGE and TDMA networks. Cellcom
offers Israel's broadest and largest customer service infrastructure including
telephone customer service centers, retail stores, and service and sale centers,
distributed nationwide. Through its broad customer service network Cellcom
offers its customers technical support, account information, direct to the
door
parcel services, internet and fax services, dedicated centers for the hearing
impaired etc. In April 2006 Cellcom Fixed Line Communications L.P., a limited
partnership wholly-owned by Cellcom, became the first cellular operator to
be
granted a special general license for the provision of landline telephone
communication services in Israel, in addition to data communication services.
For additional information please visit the Company's website http://www.cellcom.co.il/Cultures/en-US/InvestorRelations
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Company
Contact
Shiri
Israeli
Investor
Relations Coordinator
investors@cellcom.co.il
Tel:
+972 52 998 9755
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Investor
Relations Contact
Ehud
Helft / Ed Job
CCGK
Investor Relations
ehud@gkir.com
/
ed.job@ccgir.com
Tel:
(US) 1 866 704 6710 / 1
646-213-1914
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4
Signatures
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
| CELLCOM ISRAEL LTD. | ||||||
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| Date: |
March
29, 2007
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By:
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/s/
Liat Menahemi Stadler
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Name:
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Liat
Menahemi Stadler
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Title:
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General
Counsel
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