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):

30.41%*

TYPE OF REPORTING PERSON:

CO

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

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):

30.41%*

TYPE OF REPORTING PERSON:

HC

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

NAME OF REPORTING PERSON:

HSAC Investments, L.P.

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):

30.41%*

TYPE OF REPORTING PERSON:

HC

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

NAME OF REPORTING PERSON:

Saban Capital Group 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):

30.41%*

TYPE OF REPORTING PERSON:

CO

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

NAME OF REPORTING PERSON:

SCG Investment Holdings 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):

30.41%*

TYPE OF REPORTING PERSON:

HC

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

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):

30.41%*

TYPE OF REPORTING PERSON:

OO

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

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):

30.41%*

TYPE OF REPORTING PERSON:

IN

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

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):

30.41%*

TYPE OF REPORTING PERSON:

IN

Based on 171,190,335 Ordinary Shares outstanding as of March 1, 2019.

previously filed

General

The preamble to this Agreement constitutes an integral part thereof. The section headings serve only as references and should not be used to interpret this Agreement. Words in the singular include the plural and vice versa. Words in the masculine gender include the feminine gender and vice versa.

The contents of this Agreement were set jointly by the Parties, after free negotiations in which neither party had priority in the design of its terms, and after the Parties consulted with their legal advisors. Therefore, no interpretation rule whatsoever will be applied against the drafter in connection with this Agreement. Without derogating from the generality of the aforesaid, the provisions of Section 25(b1) of the Contracts (General Part) Law, 5733-1973 shall not apply to the relations between the Parties under this Agreement. The drafts preceding the signing of this Agreement shall not be admissible in any legal or quasi-judicial proceeding and shall not be used for the interpretation of this Agreement or for any other matter.

The Agreement

Subject to the satisfaction of the Condition Precedent (as defined below), the Receiver and SB Israel (the “Parties”) finally and absolutely waive, vis-à-vis each other and, subject to the payment of the Agreed Amount (as defined below) to the Receiver’s fund as detailed below, vis-à-vis any third party (including Partner and a purchaser of the shares of Partner held by SB Israel), any claim, demand or right under the Share Purchase Agreement in general, and under the Special Dividend Arrangement in particular, which reflects rights that were attached to the purchased shares, against SB Israel’s undertaking (guaranteed by SCG Communication Ventures LLC) (“SCG”), pursuant to the terms and conditions of this Agreement, to pay (by itself or through SCG) to the Receiver’s fund (in accordance with the payment instructions delivered to SB Israel prior to the execution of this Agreement), by the Last Date for Payment (as defined below), an amount in New Israeli Shekels that is equal (on the date of payment to the Receiver’s fund or, if applicable, on the Deposit Date (as defined below)) to US $1,750,000 (the “Agreed Amount”), based on the last representative exchange rate of the US Dollar, as published by the Bank of Israel prior to the date of payment to the Receiver’s fund or, if applicable, prior to the Deposit Date.

Without derogating from the final and absolute waiver referred to in Section 2.1 above, subject to the satisfaction of the Condition Precedent, and upon payment of the Agreed Amount by SB Israel as aforesaid, this will constitute a Realization of the Rights and accordingly, all of the provisions of the Share Purchase Agreement (and all other Transaction Documents, including the Escrow Agreement) relating to the Special Dividend Arrangement will be deemed canceled as from the said payment date, and in this respect Scailex and/or anyone on its behalf (including any creditor of Scailex) will no longer be entitled to any payment and/or right in connection with the Special Dividend Arrangement.

In order to give binding and absolute effect to these agreements, towards relevant third parties, the Receiver undertakes to include Partner, Scailex, the Escrow Agent under the Escrow Agreement, Hermetic Trust (1975) Ltd.—the trustee under the Hutchison Debt Assumption Arrangement (as defined in the Share Purchase Agreement) (“Hermetic”) and the Trustee for Bondholders (Series 13) of Scailex (together, the “Additional Parties”) as parties to the proceeding for approval of this Agreement by the Liquidation Court, and the Receiver further undertakes to include a Decree, in the form attached hereto as Appendix C, in its application to the Liquidation Court. Immediately upon the payment of the Agreed Amount to the Receiver, the SB Israel will notify each of the Additional Parties in writing that it has paid the Agreed Amount pursuant to this Agreement.

Notwithstanding the above, should SB Israel breach its undertaking to pay the Agreed Amount to the Receiver’s fund by the Last Date for Payment in accordance with the provisions of this Agreement following the fulfillment of the Condition Precedent (as defined below), the Receiver will be entitled (at its absolute discretion) to notify SB Israel, at any time before the Agreed Amount is received after the Last Date for Payment, of the termination of this Agreement, with 10 business days’ advance notice. To the extent that the Receiver exercised his right as aforesaid and until the effective date of termination the Agreed Amount has not been paid to the Receiver, then the provisions set out in this Agreement do not and will not have any effect and all representations and undertakings of the Parties under this Agreement (except for the provisions of Section 4.1 below) shall be deemed null and void and without the need for any further action by any party, and each party shall be entitled to raise any argument, demand or claim as if this Agreement never came into existence. However, in such event, and notwithstanding the foregoing, SB Israel shall be deemed as having waived any argument or demand or claim regarding the validity of the Special Dividend Arrangement made by SB Israel or available to it as of the signing date of this Agreement, including the claims raised by it in letters sent on its behalf to the Receiver in connection with the Special Dividend Arrangement.

Condition Precedent

This Agreement is subject to the fulfillment of the following two cumulative conditions within the time periods set forth in Sections 3.1.1 and 3.1.2 below (the “Condition Precedent”):

The Liquidation Court’s approval to the Realization of the Rights by way of the Receiver’s entry into this Agreement shall have been received within 30 days from the date of signing this Agreement. Insofar as this condition has not been satisfied by the aforesaid date (or within the extension period as stated in this Section 3.1.1 below), each of the Parties (SB Israel and the Receiver) shall be entitled, by giving written notice to the other Party not later than the last day for receipt of the Liquidation Court’s approval (i.e., the end of the initial 30-day period or, if applicable, the end of the then current

The judgement of the Liquidation Court approving the Receiver’s entry into this Agreement has become final and binding and is no longer appealable. To the extent an appeal has been filed against the Liquidation Court’s ruling approving the Receiver’s entry into this Agreement, the period for satisfaction of the Condition Precedent shall be extended until the date on which a final determination is made by the Court, which is no longer appealable.

It is hereby clarified that all of the Parties’ obligations pursuant to this Agreement are contingent upon satisfaction of the Condition Precedent as detailed above, and to the extent that the Condition Precedent is not satisfied as per the above, the provisions set out in this Agreement (except for the provisions of Section 4.1 below) do not and will not have any effect and all representations and undertakings of the Parties under this Agreement shall be deemed null and void and without the need for any action by any party, and each party shall be entitled to raise any argument, demand or claim as if this Agreement never came into existence.

Miscellaneous

The parties agree that neither the execution of this agreement and/or its performance, breach, cancellation or revocation, shall derogate or detract from the rights of Advent Investments PTE Ltd and/or Hermetic, including as a secured creditor of SB Israel and as a lien owner with respect to the shares of Partner held by SB Israel and other assets pledged in favor of them, pursuant to agreements with them. This Section constitutes a contract for the benefit of a third party towards Advent Investments PTE Ltd and Hermetic.

This Agreement does not imply any admission by either party of any of the claims made by the other party. This Agreement fully embodies, exhausts and reflects the entire agreement between the Parties in connection with the matters covered by this Agreement, and upon its signature, it rescinds any representations, undertakings, understandings and agreements reached, if any, in connection with the matters discussed therein, prior to its signature, in writing or orally, which were not explicitly expressed in it.

Any amendment, modification and / or addition to this Agreement shall be valid only if made in writing and signed by all Parties to the Agreement.

Subject to the payment of the Agreed Amount to the Receiver’s fund as set forth in Section 2.1, this Agreement constitutes a contract for the benefit of a third party towards any purchaser of the Partner shares held by SB Israel and Partner.

In the event that any party acquires SB Israel’s shares in Partner, then subject to and following the actual payment of the entire Agreed Amount to the Receiver’s fund as set forth in Section 2.1, SB Israel shall be entitled to assign all of its rights and obligations under this Agreement to such purchaser. Alternatively, in the event that the Condition Precedent has not been fulfilled by then, subject to and following deposit of the Agreed Amount in trust with the trust company of Meitar Liquornik Geva Leshem Tal, Law Offices (MLG & LB Trust Ltd.) or such other trustee approved by SB Israel and the Receiver in writing (the date of such deposit in trust, the “Deposit Date”), SB Israel shall be entitled to assign all of its rights and obligations under this Agreement to such purchaser. In the event that the Agreed Amount has been deposited in trust as described in this Section above, then the Agreed Amount shall be held in trust (i) until the transfer of the entire Agreed Amount to the Receiver’s fund shortly after the fulfillment of the

This Agreement and any matter arising therefrom is subject to the sole and exclusive jurisdiction of the Liquidation Court in Tel Aviv only, no other court shall have jurisdiction, and the only applicable law shall be the Israeli law.

Notices pursuant to this Agreement or in connection therewith shall be delivered in writing and with the signature of the party giving the notice or a person authorized to sign on its behalf. A written notice sent by one party to this Agreement to the other (to the address stated in the Preamble to this Agreement or to such other address as that party shall notify to the other Parties to this Agreement in accordance with the provisions of this section) shall be deemed to have been received by the party to which the notice was sent within 3 (three) business days from its delivery if sent by registered mail (against a confirmation of delivery); on the date on which it was actually delivered or refused to be received it if it was delivered by personal delivery; and on the date of sending the notice by fax or email (if sent during a business day, and if not sent during a business day, on the first business day after the date of dispatch) provided that the sending party presents a facsimile certificate of sending the notice or an email confirmation of receipt of the notice.

Adv. Ady Fighel, in his capacity

as Permanent Receiver