This CUSIP number applies to the American Depositary Shares, evidenced by American Depositary Receipts, each representing one Ordinary Share, par value NIS0.01 per share. No CUSIP number has been assigned to the Ordinary Shares.

NAME OF REPORTING PERSON:

S.B. Israel Telecom Ltd.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Israel

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

CO

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

SCG Communication Ventures LLC

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

HC

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

HSAC Investments LP

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

HC

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

Saban Capital Group, Inc.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

CO

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

SCG Investment Holdings Corp.

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

Delaware

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

HC

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

Alpha Family Trust

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

California

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

OO

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

Haim Saban

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States; Israel

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

IN

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

NAME OF REPORTING PERSON:

Cheryl Saban

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:

(a)  ☐        (b)  ☒

SEC USE ONLY

SOURCE OF FUNDS:

NA

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):  ☐

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER:

0

SHARED VOTING POWER:

49,862,800 (see Item 5)

SOLE DISPOSITIVE POWER:

0

SHARED DISPOSITIVE POWER:

49,862,800 (see Item 5)

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

49,862,800 (see Item 5)

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES:  ☒

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

30.3%*

TYPE OF REPORTING PERSON:

IN

Based on 164,754,047 Ordinary Shares outstanding as of September 12, 2018.

previously filed

As Issuer has commenced discussions with the Noteholders regarding the terms of the loan Documents, the parties have agreed that the payment of the interest payable under the loan Documents that falls due on October 28, 2018 (the “Interest Amount”) be postponed for a period of 68 days until January 4, 2019 (the “Deferment Period”), with the express agreement that:

the Interest Amount will be due and payable in full on the last day of the Deferment Period;

the Notes shall continue to bear interest in accordance with the terms and conditions of the loan Documents during (and after) the Deferment Period;

no change shall be made to the Interest Periods or to any subsequent Interest Payment Date and each shall remain as originally contemplated under the loan Documents; and

the Interest Amount will accrue interest at the Rate of Interest from October 28, 2018 until the end of the Deferment Period, with such interest to be due and payable in full on the last day of the Deferment Period, where the provisions of clause 7 (and in particular, but without limitation, clauses 7(c) and (d)) of the Assumption Agreement shall continue to apply without variation in respect of payment of the Interest Amount and in respect of the interest payable thereon pursuant to this clause 1(iv), where any Tax Gross Up amount payable by Issuer shall be due and payable by the Issuer as and when due and whether on an interest accrual or payment basis.

The Trustee, acting with the consent of the Noteholders, consents to the agreements set forth in clause 1 above (the “Consent”), it being understood that the Consent shall be limited precisely as written and relate solely to the interest payment due on October 28, 2018 and not to any other payment, and nothing in this letter shall be deemed a waiver of compliance by the Issuer or an amendment with respect to any other term, provision or condition of the Loan Documents, or any other instrument or agreement referred to therein, or prejudice any right or remedy that the Trustee or Noteholders may now have or may have in the future under or in connection with the Loan Documents or any other instrument or agreement referred to therein.

Issuer hereby represents and warrants that (i) it is duly incorporated and validly existing under the laws of the State of Israel; (ii) all authorizations, consents and approvals required by Issuer in connection with the execution of this letter have been obtained and are In full force and effect; and (iii) this letter constitutes a legal, valid, binding and enforceable obligation of the Issuer.

Condition 13 of the Note Terms (Governing Law and Jurisdiction) shall apply to this letter (mutatis mutandis).

Issuer shall reimburse the Trustee and the Noteholders, within 10 days of first demand, for all of their reasonable out-of-pocket costs and expenses (including out-of-pocket attorney fees) In connection with the preparation and execution of this letter, up to an amount of US$10,000 plus VAT.

This letter shall constitute an “Issue Document” within the meaning of such term under the Note Terms.