(1)

Calculated based on the average of the daily exchange rates ~~on the last day of each month~~ during the relevant period.

September
2014

October
2014

November
2014

December
2014

January
2015

February
2015

March 2015
(through
March 4)

High 3.695 3.793 3.889 3.994 3.998 3.966 3.987
Low 3.578 3.644 3.782 3.889 3.899 3.844 3.984


	September 2015		October 2015		November 2015		December 2015		January 2016		February 2016		March 2016 (through March 7)

High		3.949		3.923		3.921		3.905		3.983		3.964		3.912
Low		3.863		3.816		3.868		3.855		3.913		3.871		3.886

On December 31, ~~2014,~~2015, the exchange rate was NIS ~~3.889~~3.902 per US$1.00 as published by the Bank of Israel. Changes in the exchange rate between the shekel and the US dollar could materially affect our financial results.

3B. Capitalization and Indebtedness

Not applicable.

3C. Reasons for the Offer and Use of Proceeds

Not applicable.

3D. Risk Factors

You should carefully consider the risks described below and the other information in this annual report. Depending on the extent to which any of the following risks materializes, our business, financial condition, cash flow or results of operations could suffer, and the market price of our shares may be negatively affected. The risks below are not the only ones we face, and other risks currently not affecting our business or industry, or which are currently deemed insignificant, may arise.

3D.1 RISKS RELATING TO THE REGULATION OF OUR INDUSTRY

We operate in a highly regulated telecommunications market in which the regulator imposes substantial limitations on our flexibility in managing our business and seeks to increase industry competition. At the same time, the regulator limits our ability to compete by, among other measures, giving preference to new competitors, and limits our ability to expand our business and develop our network. These measures may continue to increase our costs, decrease our revenues and adversely affect our business and results of operations. We are exposed to government regulatory intervention regarding a broad range of issues, such as charges for premium and roaming services, interconnect tariffs, and other billing and customer service matters; the terms and conditions of our subscriber agreements; obligations under our operating licenses; the construction and maintenance of antennas and other network infrastructure; the provision of infrastructure access to existing or new providers of telecommunications services; frequency allocation; limitations or other constraints on the services and products that we may ~~sell and;~~sell; and promotion of competition and anti-trust regulation. We are also affected by further ~~increases in~~strengthening of regulatory enforcement measures in connection with violations of applicable laws.

3D.1a Regulatory initiatives may continue to impact the cellular market, intensify competition and adversely affect our business and results of operations.

Over the last ~~few~~several years, the Ministry of Communications ~~("MoC"~~(“MoC”) has taken active steps to increase competition in the cellular telecommunications market. Such steps have included:

			·			~~Granting licenses and frequencies to two facility-based competitors (HOT Mobile and Golan Telecom).~~ In April 2011, UMTS frequencies were awarded to Mirs Communications Ltd ("MIRS") (subsequently renamed “HOT Mobile”) and Golan Telecom Ltd. (“Golan Telecom”), which entered the cellular communications market in May 2012. HOT Mobile and Golan Telecom were awarded various benefits and leniencies, such as low minimum license fees and a reduction mechanism of the license fee (to the minimum fee set) offered to the winner based on the market share gained in the private sector over five years after being awarded the license. In order to achieve market share, these two competitors have launched aggressive tariff plans which include unlimited use packages. Recently, they have been granted substantial leniencies with respect to new frequency allocations (4G) of up to 50% discounts on frequency fees based on increasing their market share up to 5%. They have also been granted rights to use the frequencies for longer terms than ours, and they have received a waiver of their obligation to build an independent network.

			·			~~Facilitating entry of MVNOs into the market~~. Since 2010, the Ministry of Communications has adopted regulations to enable Mobile Virtual Network Operators (“MVNOs”) to offer telecommunications services, and it has granted licenses to 11 MVNOs. The most recent licenses were granted in January 2013.
			·			~~Facilitating migration of customers between cellular companies~~. On January 1, 2013, an amendment to the Communications Law (Telecommunications and Broadcasting), 1982 (the “Telecommunications Law”) became effective which prohibits cellular companies from linking cellular service transactions and handset-related transactions (unless the subscriber holds more than 100 lines). This amendment was added to previous amendments promulgated by the Ministry of Communications to facilitate the migration of subscribers among cellular companies and thus enhance competition, including the cancellation of exit fees before the end of a customer’s commitment period, cancellation of commitment periods and a prohibition on selling SIM-locked handsets.

Granting licenses and frequencies to two facility-based competitors (HOT Mobile and Golan Telecom). In April 2011, UMTS frequencies were awarded to Mirs Communications Ltd. (“MIRS”) (subsequently renamed “HOT Mobile”) and Golan Telecom Ltd. (“Golan Telecom”), which entered the cellular communications market in May 2012. HOT Mobile and Golan Telecom were awarded various benefits and leniencies, such as low minimum license fees and a reduction mechanism of the license fee (to the minimum fee set) offered to the winner based on the market share gained in the private sector over five years after being awarded the license. In order to achieve market share, these two competitors launched aggressive tariff plans which include unlimited use packages (with fair use limits). They have been granted substantial leniencies with respect to new frequency allocations (4G) of up to 50% discounts on frequency fees based on increasing their market share up to 5%. They have also been granted rights to use the frequencies for longer terms than ours, and they have received a waiver or other leniencies regarding their obligation to build an independent network.

Facilitating entry of MVNOs into the market. Since 2010, the Ministry of Communications has adopted regulations to enable Mobile Virtual Network Operators (“MVNOs”) to offer telecommunications services, and it has granted licenses to 11 MVNOs. The most recent licenses were granted in January 2013.

Facilitating migration of customers between cellular companies. On January 1, 2013, an amendment to the Communications Law (Telecommunications and Broadcasting), 1982 (the “Telecommunications Law”) became effective which prohibits cellular companies from linking cellular service transactions and handset-related transactions (unless the subscriber holds more than 100 lines). This amendment was added to previous amendments promulgated by the Ministry of Communications to facilitate the migration of subscribers among cellular companies and thus enhance competition, including the cancellation of exit fees before the end of a customer’s commitment period, cancellation of commitment periods and a prohibition on selling SIM-locked handsets.

Further reduction of cellular interconnection tariffs. An MOC economic opinion in February 2013 included a recommendation for a further reduction of cellular call and SMS interconnect tariffs towards the end of 2016. Such a reduction may materially adversely affect our business and results of operations since operating profit from interconnect traffic is significant.

As of April 2015, the MoC published a clarification that operators cannot discriminate between new and existing customers with respect to the sale of plans.

As a result of such measures, the level of competition in the cellular market has increased substantially, leading to a material increase in churn rate and significant price erosion. If this trend continues, it may continue to materially adversely affect our business and results of operation. See ~~"Item~~“Item ‎~~3D.2d~~3D.2e Competition resulting from the full service offers by telecommunications groups and additional entrants into the mobile telecommunications market, as well as other actual and potential changes in the competitive environment and communications technologies, may continue to cause a further decrease in tariffs, an increase in subscriber acquisition and retention costs, and may continue to reduce our subscriber base and increase our churn rate, each of which could adversely affect our business and results of operations."”

3D.1b ~~Regulatory~~The MoC has failed to enforce its fixed-line wholesale market reforms ~~that are~~(originally intended to allow telecommunication providers, such as Partner, that do not have their own fixed-line infrastructure to include the infrastructure component as part of their bundled service ~~offerings~~offerings). The MoC may also roll back such reforms. Such actions may negatively affect our business and results of ~~operations if insufficiently and/or improperly implemented, or~~operations. In addition, if the structural separation provisions (which apply to Bezeq and HOT ~~Telecom~~) Telecom) are removed before we have established ourselves in the fixed-line ~~market.~~market, this would negatively affect our business and results of operations.

~~Bezeq~~Bezeq-The Israel Telecommunication Corp., Ltd.("Bezeq") and HOT Telecom are the only major fixed-line operators in Israel that own and operate a nationwide fixed-line infrastructure. Providers of telecommunications services that do not have their own fixed-line infrastructure ("(“Service ~~Providers"~~Providers”), such as Partner, are therefore at a disadvantage when competing with Bezeq and Hot Telecom in the fixed-line market.

~~The Ministry of Communications seeks to increase~~MoC policy and decisions regarding the wholesale market reform (aimed at increasing competition in the fixed-line telecommunications ~~market~~market) have not been effectively enforced by ~~regulating wholesale market prices. The Ministry of Communications has therefore adopted regulations intended to allow Service Providers to include~~ the ~~infrastructure component as part of their bundled service offerings.~~

MoC since May 2015. For Service Providers, including Partner, to be able to offer services of adequate quality and respond in a competitive manner to retail market demand in the fixed-line market, the ~~Ministry of Communications~~MoC must ensure that the relevant wholesale services provided by Bezeq and HOT Telecom are of sufficient technical and operational ~~standards.~~standards and that its decisions and policies are complied with. If the MoC continues to fail in enforcing its wholesale ~~prices~~market policy (such as regarding Bezeq's refusal to implement wholesale telephony and Bezeq's refusal to activate the broadband services ~~quality are not properly defined and enforced,~~at the socket inside consumer premises), our business and results of operations may be materially negatively affected. See “Item ‎‎4B.13d - ixx The Ministry of Communications policy regarding the fixed-line telecommunications ~~sector"~~sector”.

In addition, for us to compete effectively in the fixed-line market, the Ministry of Communications would need to establish a mechanism which prevents Bezeq and HOT Telecom from exploiting their cost advantage over the Service Providers (a "margin squeeze" mechanism). Because Bezeq and HOT Telecom’s infrastructure costs are lower than the wholesale prices they propose to Service Providers, they benefit from a cost advantage. Should the Ministry of Communications’ decision with regard to the margin squeeze mechanism not prove effective in ensuring the effectiveness of the wholesale market, our profitability and results of operations could be materially adversely affected. See "Item ‎~~4B.13d - ix~~ The ~~Ministry of Communications policy regarding the fixed-line telecommunications sector".~~

~~In order to provide an incentive for Bezeq to implement the wholesale market, the Ministry of Communications~~MoC has announced that it intends to cancel the regulations requiring Bezeq to maintain a “structural separation” between its fixed-line and mobile telecommunications operations, and to change the current retail fixed-price tariff control mechanism to a ~~"maximum tariff" one.~~

“maximum tariff” mechanism. The MOC's work plan for the year 2016 includes a reference to removal of structural separation provisions during 2016. Recently, the MoC has published official announcements which indicate its satisfaction with the implementation of the wholesale market reform. We have strongly opposed the factual descriptions and the conclusions in the announcement. If the MoC removes the structural separation provisions ~~are removed~~based on its above-mentioned announcements before we have firmly established ourselves in the fixed-line telecommunications services market (in both fixed-line telephony and ~~the current retail fixed-price tariff control mechanism is alleviated,~~broadband), Bezeq may be able to propose bundled services more effectively than ~~us,~~we, and thereby gain a competitive advantage which would negatively affect our results of operations.

Furthermore, if the Ministry of Communications then also permits price reductions for bundled components (which isare currently prohibited under structural separation provisions applicable to Bezeq) before an effective wholesale market has been implemented, Bezeq may be able to take advantage of their nationwide presence and cross-subsidization to market and sell more competitive and attractive offers than we will be able to offer, including cellular and TV services. The timeline for these contemplated changes is unclear.

The structural separation limitations also oblige Bezeq to equally market all ISPs when selling service bundles which include its infrastructure services and ISP services. Since the launch of the wholesale market reform, Bezeq has launched a bundle which includes its services and the services of certain ISPs and does not market all ISPs equally. If the MoC continues to fail to effectively enforce these obligations, this may continue to erode our market share in the ISP segment.

In addition, for us to compete effectively in the fixed-line market, the Ministry of Communications would need to establish a mechanism which prevents Bezeq and HOT Telecom from exploiting their cost advantage over the Service Providers (a “margin squeeze” mechanism). Because Bezeq and HOT Telecom’s infrastructure costs are lower than the wholesale prices they propose to Service Providers, they benefit from a cost advantage. Should the Ministry of Communications’ future decisions with regard to the margin squeeze mechanism not prove effective in ensuring the effectiveness of the wholesale market, our profitability and results of operations could be materially adversely affected. See “Item “‎4B.13d - x The Ministry of Communications policy regarding the fixed-line telecommunications sector”.

If the Ministry of Communications ~~fails~~continues to fail to effectively implement the measures described above, or if the operational implementation of these measures fails due to operational barriers imposed by Bezeq and HOT Telecom ~~and/~~or if the required financial resources cannot be obtained, our ability to compete effectively in the fixed-line market ~~and/~~or the future television market would be significantly limited. As a result we may lose market share in the ISP segment as well as in the cellular ~~market.~~market.

For further information regarding this risk, see “Item "“‎4B.13d - ixx The Ministry of Communications policy regarding the fixed-line telecommunications ~~sector~~"sector”.

3D.1c ~~Recent and potential~~Potential future regulation and negotiation of roaming tariffs, both within Israel and elsewhere, may increase our roaming expenses, decrease our roaming revenues and prevent us from raising our tariffs.

MoC data collection and evaluation of roaming charges. The Ministry of Communications has declared its intention to evaluate roaming charges. In 2008, the government instructed the Ministry of Communications, together with other ministries, to negotiate a reduction of inbound and outbound roaming tariffs with the European Union (“EU”) and/or members of the EU or countries frequently visited by Israelis, and to consider other tools for reducing roaming charges. As a result, the Ministry of Communications has requested Partner and its competitors to provide information regarding our roaming services and tariffs. If roaming tariffs are reduced as a result of the review by the Ministry of Communications or as a result of the proposed negotiations or otherwise, if additional EU member operators raise their tariffs, or if we are not able to raise our tariffs or otherwise compensate for possibly higher roaming expenses, our profitability and results of operations could be materially adversely affected.

Increasing competition in roaming and reducing customer charges. In August 2014, the Ministry of Communications published a hearing aimed at increasing competition in roaming services abroad currently provided by cellular licensees. As part of the hearing, the Ministry proposed to enable every cellular subscriber to receive roaming services abroad from operators which are not his cellular provider while keeping his cellular number. These alternative roaming providers include other cellular licensees, MVNOs, ISPs, international call licensees and fixed telephony licensees. Provision of services to alternative service providers by virtue of our existing roaming agreements may require the consent of foreign operators. If such consent is not provided, some of our roaming agreements may be cancelled, which may negatively affect our results of operations.

The Ministry also suggested adopting various measures intended to improve transparency and limit subscriber payments only to the exact volume of services consumed. Such measures include: All roaming calls abroad (incoming and outgoing) would be billed using 1one second time units; all roaming data sessions would be billed using ~~1KB~~one KB volume units; the billable duration of all voice calls would be from the second in which the call was connected until it ended (explicitly excluding any wait period from pushing the ~~"call"~~“call” button until the call is connected). We submitted our response to the hearing in October 2014. Following Partner's response, the MoC clarified that billing according to one second time units would not apply retroactively. We are currently unable to evaluate the scope of investments and expenses which would be required to comply with the proposed measures, or their impact on revenues, if ~~they are adopted in their present form.~~

~~MoC data collection and evalution of roaming charges.~~ The Ministry of Communications has declared its intention to evaluate roaming charges. In 2008, the government instructed the Ministry of Communications, together with other ministries, to negotiate a reduction of inbound and outbound roaming tariffs with the European Union (“EU”) and/or members of the EU or countries frequently visited by Israelis, and to consider other tools for reducing roaming charges. As a result, in the last few years the Ministry of Communications has requested Partner and its competitors to provide information regarding our roaming services and tariffs. If roaming tariffs are reduced as a result of the review by the Ministry of Communications or as a result of the proposed negotiations or otherwise, if additional EU member operators raise their tariffs, or if we are not able to raise our tariffs or otherwise compensate for possibly higher roaming expenses, our profitability and results of operations could be materially adversely affected.applied.

3D.1d Other regulatory developments may have a negative impact on the Company’s business and results of operation.

Other regulatory developments that may have a negative impact on the Company’s business and results of operation include:

~~Premium services regulation~~. In June 2014, the Ministry of Communications published its decision regarding premium services following a public hearing. The decision applies to certain telecommunications licensees, including the Company, and became effective as of February 15, 2015. In the decision (and its amendments) it was determined, among other things that all premium rate services may be provided through only three prefixes, two of which shall be blocked as a default. The relevant licensees would be required to announce at the beginning of each premium rate call the nature of the service and its rate and maximum cost (and that such costs are in addition to the usual charges). The subscriber will be allowed to disconnect without being charged. Our revenues may be adversely affected as a result of this decision.

Unified license. In November 2014, the Ministry of Communications published its decision regarding the obligation of all existing telecommunications licensees except Bezeq and HOT Telecom to be regulated by a unified general license. The Ministry decided that existing licensees be required to conform to the unified license which would cover international Long Distance (“ILD”) services, special fixed-line services, Internet Service Providers (“ISP”) and network termination point (“NTP”) services. Such an obligation may impose additional constraints on the Company’s business and operations in the relevant segments, may facilitate the entry of existing licensees into additional telecommunications segments and may involve additional costs of compliance and implementation.

As per the MoC's mandatory timeline, the Company submitted detailed applications for replacing its ILD license and its two special fixed-line services licenses with three unified licenses. The Company is currently coordinating with the MoC the timeline for its transition to a single unified license.


·	~~Unified license.~~ In November 2014, the Ministry of Communications published its decision regarding the obligation of all existing telecommunications licensees except Bezeq and HOT Telecom to be regulated by a unified general license. The Ministry decided that existing licensees be required to conform to the unified license which would cover international Long Distance ("ILD") services, special fixed-line services, Internet Service Providers ("ISP") and network termination point ("NTP") services. The regulations setting the procedure and the requirements for the grant of a unified license became effective as of February 5, 2015. According to the MoC’s decision, the Company will need to approach the MoC with a plan for transition to a unified license according to the new regulation within 3 months of the regulation's effective date. The Company will coordinate with the MoC the period for the commencement of such transition. Such an obligation may impose additional constraints on the Company’s business and operations in the relevant segments, may facilitate the entry of existing licensees into additional telecommunications segments and may involve additional costs of compliance and implementation.

·	~~Proposed new regulations for the ILD market.~~ In October 2013, the Ministry of Communications published a hearing regarding proposed new regulations for the ILD market. The MoC proposed allowing all general telecommunications licensees (including MVNOs) to provide international call services to international destinations included in their subscribers’ tariff plans as well as to international destinations for which the tariff is lower or equal to the tariff for a domestic call on the licensee's network ("Included Destinations"). In this hearing, the Ministry of Communications also proposed that general licensees (such as cellular operators) would no longer be allowed to charge interconnect fees for outgoing international calls. We submitted our response to this hearing in January 2014. In October 2014, the MoC published a secondary hearing on this matter, in which it proposed that all outgoing international calls which are not to Included Destinations, shall be preceded with a voice message stating the tariff of such call and allowing the subscriber to disconnect without being charged. We submitted our response to this secondary hearing in October 2014. Our revenues may be adversely affected if the changes proposed in these hearings are adopted.

Proposed new regulations for the ILD market. In October 2013, the Ministry of Communications published a hearing regarding proposed new regulations for the ILD market. The MoC proposed allowing all general telecommunications licensees (including MVNOs) to provide international call services to international destinations included in their subscribers’ tariff plans as well as to international destinations for which the tariff is lower or equal to the tariff for a domestic call on the licensee’s network (“Included Destinations”). In this hearing, the Ministry of Communications also proposed that general licensees (such as cellular operators) would no longer be allowed to charge interconnect fees for outgoing international calls. We submitted our response to this hearing in January 2014. In October 2014, the MoC published a secondary hearing on this matter, in which it proposed that all outgoing international calls which are not to Included Destinations, shall be preceded with a voice message stating the tariff of such call and allowing the subscriber to disconnect without being charged. We submitted our response to this secondary hearing in October 2014. Following our response, the MoC published a tertiary hearing, with regards to the terms and conditions which will apply to Bezeq and HOT Telecom in the ILD market during the interim period until their structural separation limitations are lifted.

Our revenues may be adversely affected if the changes proposed in these hearings are adopted.

For the reasons given above and further below, regulation of our industry has had in the past, and may in the future have, a material adverse effect on our business and results of operations. In addition, new laws, regulations or government policies, or changes in current regulations, may be adopted or implemented in a manner which damages our business and operating results. Announcements by the government of changes or other developments in applicable regulations may have a negative impact on the market value of our shares. For information regarding the principal regulations and regulatory developments affecting our business, see “Item ‎‎4B.13 Regulation”. Furthermore, defending ourselves against regulatory violations alleged by state authorities or consumers has required, and may in the future require, substantial financial and management resources. We may not always be successful in our defense, and should we be found in violation of these regulations, we and our management may be subject to civil or criminal penalties, including the loss of our operating license as well as administrative sanctions. For information regarding on-going litigation and legal proceedings, see “Item ‎‎8A.1 Legal And Administrative Proceedings”.

3D.1e We have had difficulties obtaining some of the building and environmental permits required for the erection and operation of our network sites, and some building permits have not been applied for or may not be fully complied with. These difficulties could have an adverse effect on the coverage, quality and capacity of our network. Operating network sites without building or other required permits, or in a manner that deviates from the applicable permit, may result in criminal or civil liability to us or to our officers and directors.

Our ability to maintain and improve the extent, quality and capacity of our network coverage depends in part on our ability to obtain appropriate sites and approvals to install our network infrastructure, including network sites. The erection and operation of most of these network sites require building permits from local or regional planning and building authorities, as well as a number of additional permits from other governmental and regulatory authorities. In addition, as part of our network build-out and expansion, we are erecting additional network sites and making modifications to our existing network sites for which we may be required to obtain new consents and approvals.

For the reasons described in further detail below, we have had difficulties obtaining some of the building permits required for the erection and operation of our network sites. As of December 31, ~~2014,~~2015, less than 10% of our network sites were operating without local building permits or exemptions which, in our opinion, are applicable. In addition, some of our network sites are not built in full compliance with the applicable building permits.

In June 2011, WHO published a fact sheet (no. 193) in which it was noted that “A large number of studies have been performed over the last two decades to assess whether mobile phones pose a potential health risk. To date, no adverse health effects have been established as being caused by mobile phone use”. It was also noted by WHO that “While an increased risk of brain tumors is not established, the increasing use of mobile phones and the lack of data for mobile phone use over time periods longer than 15 years warrant further research of mobile phone use and brain cancer risk in particular, with the ~~recent~~ popularity of mobile phone use among younger people, and therefore a potentially longer lifetime of exposure”. WHO notified that in response to public and governmental concern it will conduct a formal risk assessment of all studied health outcomes from radio frequency fields exposure by 2014. We are not aware that such an assessment has been published.

We have complied and are committed to continue to comply with the rules of the authorized governmental institutions with respect to the precautionary rules regarding the use of cellular telephones. We refer our customers to the precautionary rules that have been recommended by the Ministry of Health, as may be amended from time to time.

While, to the best of our knowledge, the handsets that we market comply with the applicable laws that relate to acceptable Specific Absorption Rate (“SAR”) levels, we rely on the SAR levels published by the manufacturers of these handsets and do not perform independent inspections of the SAR levels of these handsets. As the manufacturers’ approvals refer to a prototype handset, and not for each and every handset, we have no information as to the actual level of SAR of the handsets along the lifecycle of the handsets, including in the case of repaired handsets. See also “Item ‎‎4B.13f Other Licenses”. Furthermore, our network sites comply with the International Council on Non-Ionizing Radiation Protection standard, a part of the World Health Organization, which has been adopted by the Israeli Ministry of Environmental Protection.

Several lawsuits have been filed in the past against operators and other participants in the wireless industry alleging adverse health effects and other claims relating to radio frequency transmissions from sites, handsets and other mobile telecommunications devices, including lawsuits against us.

A class action was filed against us and three other operators alleging, among other things, that health effects were caused due to a lack of cell sites, resulting in elevated levels of radiation, mainly from handsets. The plaintiffs stressed that health damages are not a part of the claim. Another class action was also filed against us and three other operators alleging, among other things, that the supply of accessories that are intended for carrying cellular handsets on the body are sold in a manner that contradicts the instructions and warnings of the cellular handset manufacturers and the recommendations of the Ministry of Health, and without disclosing the risks entailed in the use of these accessories when they are sold or marketed. In these two class actions, Partner and the plaintiff filed a settlement agreement, which the court approved. The plaintiff filed an appeal with the Supreme Court regarding the court’s decision not to appoint an expert to examine the technical test which is part of the settlement.

In February 2009, a municipal court ruled against one of our competitors, stating that there is no need for the standard burden of proof to prove damages from a cellular network site, and that under certain circumstances it would be sufficient to prove the possibility of damage in order to transfer the burden of proof to the cellular companies. To the best of our knowledge, the defendant appealed the ruling and the ruling was dismissed as part of a settlement between the parties. Although we were not a party to this proceeding, such rulings could have an adverse effect on our ability to contend with claims of health damages as a result of the erection of network sites.

The perception of increased health risks related to network sites may cause us increased difficulty in obtaining leases for new network site locations or renewing leases for existing locations or otherwise in installing mobile telecommunication devices. If it is ever determined that health risks existed or that there was a deviation from radiation standards which would result in a health risk from sites, other telecommunication devices or handsets, this would have a material adverse effect on our business, operations and financial condition, including through exposure to potential liability, a reduction in subscribers and reduced usage per subscriber. Furthermore, we do not expect to be able to obtain insurance with respect to such liability.

~~3D.2l~~

3D.2m In the event critical elements of our networks which provide mobile, fixed-line, ISP and ILD services are damaged or rendered fully or partially non-operational, we may not be able to replace them or return them to service quickly. As a result, we may not be able, for an indeterminate period of time, to provide services to a substantial portion of our subscribers, furnish some services properly or at all, charge for services provided or ensure data security, causing loss of revenues, a duty of compensation to subscribers, damage to our brand and reputation, and loss of customers.

Some elements of our network, particularly our mobile network, perform critical functions for broad sectors of our network operation, such as switching, billing and data platforms. If such a critical element were damaged or ceased proper operation due to natural causes (such as fire, water, extreme weather conditions, earthquake), technical failures (including as a result of the migration of fixed-line telephony, ISP and ILD customers into our integrated systems or hostile ~~activities~~activities) (see “Item ‎ ‎~~3D.2q~~3D.2r The political and military conditions in Israel may adversely affect our financial condition and results of ~~operations~~.operations.”) or cyber incidents generated either externally through accidental malfunctioning or deliberate intrusion, or internally as a result of technical breakdown, damages may result to us or to our customers. For example, an entire sector of our network coverage or all of it may be rendered non-functioning, which means that we would not be able to provide telecommunications services to a substantial portion of our subscribers; or we may be unable to provide certain services, or to provide them without disruptions or charge for services rendered, or we may experience loss of data of the Company or of our customers stored with us. During ~~2014,~~2015, we experienced an increase in cyber incidents, certain of which penetrated our cyber defenses, although no significant damage resulted and there was no loss of or access to subscriber data. Although we have integrated systems to protect against events such as cyber incidents and prepared Disaster Recovery Plans ~~("DRP"~~(“DRP”), it is not possible to determine in advance whether our defense systems and recovery plans will continue to be entirely effective, or how quickly we will be able to restore service. In addition, the 012 Smile systems through which we provide ISP, ILD and fixed-line telephony services and from which we intend to migrate our subscribers, are not of the latest generation and may have malfunctioning episodes with longer recovery times. In the event we are unable to provide some or all of the telecommunications services to a substantial portion of our subscribers, whether temporarily or for an extended period of time, or if subscriber data is lost or accessed, our business and short- and long-term results of operations will be materially negatively affected, we may be exposed to legal claims and liability to our subscribers, we may be in breach of our legal obligations towards our customers, our brand and reputation may be damaged, we may suffer a loss of customers, and we may be required to compensate our customers, which may adversely affect our results of operation.

~~3D.2m~~3D.2n The telecommunications industry is subject to rapid and significant changes in technology and industry structure which could reduce demand for our services.

We face competition from existing or future technologies that have the technical capability to handle mobile, fixed-line and international long distance telephone calls, and to interconnect with local and international telephone networks and the Internet. Such new and evolving technologies include fixed-line and broadband wireless access services, Over the Top or Internet-based voice and multimedia services, Wi-Fi technologies and VoC. For example, internet-based services that provide user experience largely equivalent to our offerings, such as Voice over IP (“VoIP”), messaging services ~~(Skype, Viber, Whatsapp)~~(WhatsApp , Skype, Viber), and video services (youtube, video portals) are already available. In addition, the rapid development in recent years of technologies that allow international calls to be placed over the Internet without the need to use the services of an ILD has caused a decrease in the amount of international call minutes placed through the ILD services and also serve as an alternative for fixed-line communications. In particular, the risk posed by VoIP is that the purchase of a data package alone will be sufficient for the provision of most cellular voice, data and messaging services.

The effect of emerging and future technological changes, including the convergence of technologies, on the viability or competitiveness of our network cannot be accurately predicted. The technologies we employ or intend to employ may become obsolete or subject to competition from new disruptive technologies in the future. Competition from new technologies in the future may have a material adverse impact on our business and results of operations.

Moreover, global equipment vendors and Internet providers have expressed their interest in penetrating the cellular telephone industry and strengthening their position along the value chain. They have expressed their intention, and some have already begun, to provide direct access to the end-user to a wide variety of applications and services (e.g Apple with iTunes and Google with the Android market). This has already changed our competitive position and may further increase the dominance of those new providers at the expense of cellular service providers. Changes in the industry value chain structure might result in an increase in our expenses as well as a decrease in our revenues.

~~3D.2n~~

3D.2o We are exposed to, and currently engaged in, a variety of legal proceedings, including requests to approve lawsuits as class actions related primarily to our network infrastructure and consumer claims.

In addition to a number of legal and administrative proceedings arising in the ordinary course of our business, we have been named as defendants in a number of civil and criminal proceedings related to our network infrastructure, which may result in civil liabilities or criminal penalties against us or our officers and directors, and consumer claims, including class action suits, regarding, for example, our tariff plans and billing methods or alleging, for example, unlawful charges, which are costly to defend and may result in significant monetary damages and civil penalties. The number of class actions that have been filed against us has increased over the past few years and this trend may to continue in light of various amendments to the Consumer Protection Law and stricter regulatory policies that have been adopted. Recently, in class actions that require interpretation of our license provisions, the courts have in some instances requested the position of the Ministry of Communications or the Attorney General. In cases where the interpretation contradicts our interpretation and the court adopts the interpretation of the State, it may enforce the implementation of such provisions retroactively which may adversely affect our financial results. The costs that may result from these lawsuits are only accrued when it is more likely than not that a liability, resulting from past events, will be incurred and the amount of that liability can be quantified or estimated within a reasonable range. The amount of the provisions recorded is based on a case-by-case assessment of the risk level, and events arising during the course of legal proceedings may require a reassessment of this risk. The Company’s assessment of risk is based both on the advice of legal counsel and on the Company’s estimate of the financial exposure if the verdict is in favor of the plaintiff. If the requests to certify lawsuits against us as class actions are approved and succeed or if we underestimate the potential exposure our financial results will be adversely affected. See “Item ‎~~8A.1Legal~~8A.1 Legal And Administrative ~~Proceedings ”.~~Proceedings".

We are also subject to the risk of intellectual property rights claims against us, including in relation to innovations we develop ourselves and the right to use content, including music content, which we have purchased from third parties who present themselves as the owners of the intellectual property rights included in the content, or as the representatives of the owners of the intellectual property, when in fact they may not be. These claims may require us to initiate or defend protracted and costly litigation, regardless of the merits of these claims. If any of these claims succeed, we may be forced to pay damages or may be required to obtain licenses for the infringing product or ~~service.~~service, which may affect our financial results. If we cannot obtain all necessary licenses on commercially reasonable terms, we may be forced to stop using or selling the products and services.

~~3D.2o~~3D.2p We are dependent upon our ability to interconnect with other telecommunications carriers. We also depend on Bezeq and other suppliers for transmission services and some of our Fixed-Line Services are dependent on our having access to Bezeq and the HOT Group’s fixed-line network. The failure of these carriers to provide these services on a consistent basis could have a material adverse effect on us.

Our ability to provide commercially viable fixed-line and cellular telephone services depends upon our ability to interconnect with the telecommunications networks of existing and future fixed-line, cellular telephone and international operators in Israel in order to complete calls between our customers and parties on the fixed-line or other cellular telephone networks. All fixed-line, cellular telephone and international operators in Israel are legally required to provide interconnection to, and not to discriminate against, any other licensed telecommunications operator in Israel. We have interconnect relations with all the Israeli operators, including Bezeq and HOT Telecom, and we also depend on their internet broadband access infrastructure in order to provide ISP services and VoB fixed telephony services to the residential market. See ~~"Item~~“Item ‎3D.1b ~~Regulatory~~The MoC has failed to enforce its fixed-line wholesale market reforms ~~that are~~(originally intended to allow telecommunication providers, such as Partner, that do not have their own fixed-line infrastructure to include the infrastructure component as part of their bundled service ~~offerings~~offerings). The MoC may also roll back such reforms. Such actions may negatively affect our business and results of ~~operations if insufficiently and/or improperly implemented, or~~operations. In addition, if the structural separation provisions (which apply to Bezeq and ~~HOT)~~HOT Telecom) are removed before we have established ourselves in the fixed-line ~~market."~~market, this would negatively affect our business and results of operations.”

We are also dependent on the submarine infrastructure made available by Med Nautilus, which provides mutual international transmission based on fiber optics between Israel and other countries. See “‎10C Material Contracts”. We also depend on foreign operators that provide us with interconnection to the global internet network.

We also rely on agreements to provide ILD services to our subscribers. However, we cannot control the quality of the service that other foreign telecommunication companies provide or whether they will be able to provide the services at all, and it may be inferior to our quality of service.

We have no control over the quality and timing of the investment and maintenance activities that are necessary for these entities to provide us with interconnection to their respective telecommunications networks. Disruptions, stoppages, strikes and slowdowns experienced by them may significantly affect our ability to provide telecommunication services. The failure by our suppliers to provide reliable interconnections and transmission services to us on a consistent basis could have a material adverse effect on our business, financial condition or results of operations.

~~3D.2p Our marketing strategy relies~~3D.2q The recent rebranding of most of our goods and services may have a negative impact on ~~using~~our business due principally to lower brand recognition by our customers.

Since our inception, we have grown and marketed our business under the ~~international Orange brand. If our~~brand name “Orange”, under a brand license agreement ~~terminates or is revoked,~~with the Orange Group. As a brand name, Orange achieved high recognition in the Israeli market, and we ~~will lose one~~believe contributed significantly to the development of our ~~main competitive strengths.~~business.

~~Our marketing strategy relies on~~On January 5, 2016, we announced that we had exercised our right under the ~~use of~~settlement agreement signed with Orange in June 2015, to terminate the ~~international Orange~~ brand ~~which we have licensed from~~license agreement. See “Item ‎5A.1c Settlement Agreement with Orange Brand Services ~~Limited,~~Ltd." On February 16, 2016, we announced the new brand name, “Partner”, and simultaneously initiated a ~~member~~marketing campaign to build market awareness of the ~~France Telecom Group (“Orange”), since July 1, 1998. The license shall be in effect for as long as~~new brand and reinforce the image of quality and service which we ~~are able and legally eligible~~had established under the ~~laws~~Orange brand. See “Item ‎4B.5 MARKETING AND BRAND”.

Going forward, our sales of ~~Israel~~services and equipment may suffer principally as a result of lower brand recognition by our customers, and to ~~offer telecommunications services~~some extent to the ~~public in Israel and for as long as we comply with~~loss of customer loyalty to the ~~terms~~Orange brand. Our competitors may use this opportunity to build their market share at our expense. The rebranding campaign will require significant operating expenditures. These consequences of the ~~agreement. Under the brand license agreement, Orange~~rebranding may ~~terminate~~thus have a negative impact on our ~~license if we have materially breached the agreement~~financial results and ~~such breach has not been remedied within a certain time period.~~ business outlook.

~~If we lose~~Over the ~~use of~~long term, therefore, our competitive position in the Orange brand, we would lose one of our main competitive strengths and have to create and position a new brand, which could require substantial time and financial resources. As a result, our business and results of operationIsraeli telecommunications market may be ~~negatively affected.~~harmed, which would have a negative effect on our results and prospects.

We are currently negotiating the royalty rates to be paid starting with the second quarter of 2015. If we do not reach an agreement, the parties will jointly appoint an independent expert to determine the royalty rates that we should pay as of July 1, 2013 (the date on which the 15 year royalty free period ended) for the next five years. If the parties are unable to agree upon an independent expert they will accept an appointee of the President for the time being of the International Chamber of Commerce.

~~3D.2q~~3D.2r The political and military conditions in Israel may adversely affect our financial condition and results of operations.

The political and military conditions in Israel directly influence us. Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its Arab neighbors. Hostilities involving Israel, the interruption or curtailment of trade between Israel and its trading partners and political instability within Israel or its neighboring countries are likely to cause our revenues to fall and harm our business. During the last decade, there has been a high level of violence between Israel and the Palestinians, including missile strikes by Hamas against Israel, which led to an armed conflict between Israel and the Hamas over the past few years and more recently in July 2014. In ~~addition,~~the last few years, Iran has threatened to attack Israel ~~and is widely believed to be developing~~with nuclear weapons. There is evidence that Iran has a strong influence among extremist groups in areas that neighbor Israel, such as Hamas in Gaza and Hezbollah in ~~Lebanon.~~Lebanon and Syria. This situation may potentially escalate in the future to violent events which may affect Israel and us. Ongoing violence between Israel and its Arab neighbors and Palestinians may have a material adverse effect on the Israeli economy, in general, and on our business, financial condition or results of operations. During such periods, incoming and outgoing tourism may be affected which consequently may have an adverse effect on our financial results. In particular, in recent conflicts, missile attacks have occurred on civilian areas, which could cause substantial damage to our infrastructure network, reducing our ability to continue serving our customers as well as our overall network capacity. In addition, in the event political unrest and instability in the Middle East, including changes in some of the governments in the region, causes investor concerns resulting in a reduction in the value of the shekel, our expenses in non-shekel currencies may increase, with a material adverse effect on our financial results.

Some of our directors, officers and employees are currently obligated to perform annual reserve duty. Additionally, all reservists are subject to being called to active duty at any time under emergency circumstances. In addition, some of our employees may be forced to stay at home during emergency circumstances in their area. We cannot assess the full impact of these requirements on our workforce and business if conditions should change.

During an emergency, including a major communications crisis in Israel’s national communications network, a natural disaster, or a special security situation in Israel, control of our network may be assumed by a lawfully authorized person in order to protect the security of the State of Israel or to ensure the provision of necessary services to the public. During such circumstances, the government also has the right to withdraw temporarily some of the spectrum granted to us. Under the Equipment Registration and Mobilization to the Israel Defense Forces Law, 1987, the Israel Defense Force may mobilize our engineering equipment for their use, compensating us for the use and damage. This may materially harm our ability to provide services to our subscribers in such emergency circumstances, and would thus have a negative impact on our revenues and results of operations.

Moreover, the Prime Minister of Israel may, under powers which the Telecommunications Law grants him for reasons of state security or public welfare, order us to provide services to the security forces, to perform telecommunications activities and to set up telecommunications facilities required by the security forces to carry out their duties. While the Telecommunications Law provides that we will be compensated for rendering such services to security forces, the government is seeking a change in the Telecommunications Law which would require us to bear some of the cost involved with complying with the instructions of security forces. Such costs may be significant and have a negative impact on our revenues and results of operations.

~~3D.2r~~3D.2s Operating a telecommunications network involves the inherent risk of fraudulent activities and potential abuse of our services, which may cause loss of revenues and non-recoverable expenses.

There is an inherent risk of potential abuse by individuals, groups, businesses or other organizations that use our telecommunications services and avoid paying for ~~them.~~them entirely or at all. The effects of such fraudulent activities may be, among others, a loss of revenue and out-of-pocket expenses which we will have to pay to third parties in connection with those services, such as interconnect fees, payments to international operators or to operators overseas and payments to content providers. Such payments may be non-recoverable. Although we are taking measures in order to prevent fraudulent activities, we have suffered from these activities in the past, and we may suffer from them in the future. The financial impact of fraudulent activities that have occurred in the past has not been material. However, fraudulent activities may in the future materially affect our financial condition and results of operations.

~~3D.2s~~3D.2t Our business may be impacted by shekel exchange rate fluctuations and inflation.

Nearly all of our revenues and a majority of our operating expenses are denominated in shekels. However, in recent years, between one fifth and one quarter of our operating expenses (excluding depreciation and amortization), including a substantial majority of our equipment purchases, were linked to or denominated in non-shekel currencies, mainly the US dollar. These expenses related principally to the acquisition of equipment and devices, where the price paid by us is based mainly on US dollars. In addition, a substantial amount of our capital expenditures are incurred in, or linked to, non-shekel currencies, mainly US dollars. A decline in the value of the shekel against the dollar (or other foreign currencies) could have a further adverse impact on our results, which may be material if we are unable to pass on higher costs to our customers in the Israeli market. Material changes in exchange rates may cause the amounts that we must invest to increase materially in shekel terms.

Since May 2013, we have not entered into any derivative transactions to hedge underlying exposure to foreign currencies. As a matter of policy, we do not enter into transactions of a speculative or trading nature.

Our ~~bank~~financial institutions borrowings and repayments of principal and interest on our Series B Notes due 2016, Series C Notes due 2018, Series D Notes due 2021 and Series E Notes due 2017 are currently in shekels, of which Series B and C, and ~~bank~~ borrowings, at a total principal of NIS ~~1,675~~1,014 million as of December 31, 2015 (including current maturities, less offering expenses) are linked to CPI. We may not be able to raise our tariffs in a manner that would fully compensate for any increase in the CPI. Therefore, an increase in the rate of inflation may also have a material adverse impact upon us by increasing our financial expenses without an offsetting increase in revenue. See ~~“Item 11. Quantitative and Qualitative Disclosures About Market Risk”~~“‎ITEM 11 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK” for more information regarding the Company’s exposure to exchange rate fluctuations and inflation.

~~3D.2t~~3D.2u We may fail to maintain effective internal controls in accordance with Section 404 of the Sarbanes-Oxley Act of 2002, which may have a material adverse effect on our operating results and our share price.

Our efforts to comply with the requirements of Section 404 of the Sarbanes-Oxley Act of 2002 relating to the evaluation of our internal control over financial reporting require substantial resources, management time and attention. We expect these efforts to require a continued commitment of resources. If we fail to maintain the adequacy of our internal controls, we may not be able to conclude on an ongoing basis that we have effective internal control over financial reporting. Although our management has concluded that our internal control over financial reporting was effective as of December 31, ~~2014,~~2015, we may identify material weaknesses or other disclosable conditions relating to internal control over financial reporting in the future. Failure to maintain effective internal control over financial reporting could result in investigation or sanctions by regulatory authorities and significant effort and expense, and could have a material adverse effect on our operating results and on the market price of our ordinary shares.

~~3D.2u~~3D.2v Based on a decision of the Board of Directors in 2012, dividend distributions are assessed from time to time on the basis of various factors. There can be no assurance that dividends will be declared or, if they are, at what level. No dividends have been distributed since 2013.

In September 2012, the Board of Directors resolved to cancel the then existing dividend policy, which targeted a minimum payout ratio of 80% of annual net income, and to assess dividend distributions (and their scope) from time to time, by reference to, ~~inter alia~~,among other things, the Company’s cash flow, profitability, debt level, debt coverage ratios and the business environment in general. The level of any distribution of dividends may also be affected by the Company’s stated intention to use its cash flow and take other measures to reduce its net debt, as well as by the need to comply with existing financial covenants and to fund any necessary capital expenditures.

Under Israeli law, the payment of dividends is generally made from accumulated retained earnings or retained earnings accrued over a period of the last two years (after deducting prior dividends to the extent not already deducted from retained earnings), and in either case, provided there is no reasonable concern that the dividend will prevent the company from satisfying current or foreseeable obligations as they come due. A dividend distribution that does not meet the above mentioned conditions would be allowed only after receiving court approval and after providing debtors with the opportunity to present to the court any opposition to the dividend distribution.

For the year ended December 31, 2010, the Company distributed dividends in an amount of NIS 1,217 million. In addition, NIS 1,400 million was distributed to shareholders in March 2010 following the reduction of the shareholders’ equity as approved by the Courts. For the year ended December 31, 2011, the Company distributed dividends in an amount of NIS 350 million. For the year ended December 31, 2012, the Company distributed dividends in an amount of NIS 160 million. No dividends have been declared for the years ended December 31, 2013 and 2014.

There is no assurance that we will declare dividend distributions in the future or regarding the level of any dividend distribution which may be declared. No dividends have been distributed since 2013. A distribution of dividends that may result in a significant reduction of our future reserves could prevent us from complying with existing or future financial covenants, or limit our ability to fund capital expenditures. We may also be required to increase our financial indebtedness to obtain needed liquidity, which may not be possible on commercially reasonable terms or at all.

If we are unable to pay dividends at levels anticipated by our shareholders, the market price of our shares may be negatively affected and the value of our investors’ investment may be reduced.

3D.3 RISKS RELATED TO OUR PRINCIPAL ~~SHAREHOLDERS~~SHAREHOLDER

3D.3a ~~30.48%~~30.20% of our issued and outstanding shares and voting rights ~~are~~were held by S.B. Israel Telecom Ltd., our largest shareholder, ~~who has a shareholders’ agreement with Scailex Corporation Ltd., whose holdings amounted to 5.98% of our issued and outstanding shares and voting rights~~ as of February 15, ~~2015.~~2016.

As of February 15, ~~2015,~~2016, our largest shareholder, S.B. Israel Telecom Ltd. (“S.B. Israel Telecom”), held approximately ~~30.48%~~30.20% of our issued and outstanding ~~shares following the~~shares. See “Item ‎7A.1 PRINCIPAL SHAREHOLDERS”. In January 2013, pursuant to a change of control transaction in ~~January 2013, pursuant to~~ which S.B. Israel Telecom acquired shares from Scailex Corporation Ltd. ~~("Scailex"~~(“Scailex”) and Leumi Partners Ltd. ~~As of February 15, 2015, Scailex held approximately 5.98% of our issued and outstanding shares. See “Item~~ ‎~~7A.1 Principal Shareholders”. As part of the change of control transaction,~~, S.B. Israel Telecom and Scailex ~~have~~ signed a shareholders’ agreement regarding, among others, the exercise of their voting rights (in which they have agreed to hold a preliminary meeting to coordinate a uniform vote in advance of each shareholders’ meeting) and their consent regarding nomination of directors in Partner. On October 13, 2015, S.B. Israel Telecom stated in its Schedule 13D, that in light of the fact that Scailex’s and its affiliates’ holdings of Partner’s share capital had decreased to less than 5%, it considers the shareholders’ agreement automatically terminated. See “Item 7A‎7A.2 Major Shareholders – Shareholders’ Agreement”~~.As~~.

As our largest shareholder, S.B. Israel Telecom has the ability to significantly influence our business through its ability to appoint directors serving on our Board of Directors and thereby substantially control all actions that require approval of our Board of Directors. S.B. Israel Telecom is not obligated to provide us with financial support or to exercise its rights as a shareholder in our best interests or in the best interests of our other shareholders and noteholders, and it may engage in activities that conflict with such interests. If the interests of S.B. Israel Telecom conflict with the interests of our other shareholders and noteholders, those shareholders and noteholders could be disadvantaged by the actions that it may pursue. However, S.B. Israel Telecom is subject to the fairness duty of a controlling shareholder under the Israeli Companies Law, and, in the context of related party transactions, to vote for the approval of transactions which are in favor of the Company. See ~~"Item~~“Item ‎~~6C.13~~6C.10 Duties of a ~~Shareholder"~~Shareholder”.

Following resolutions of the Tel-Aviv-Jaffa District Court in July 2014 and January 2015, the Court appointed a receiver with respect to the control of most of Scailex's shares in Partner in light of Scailex's failure to comply with its obligations to its noteholders. In February 2015, the receiver sold 6,215,750 shares on the Tel-Aviv Stock Exchange, retaining control over 9,076,050 shares in the Company, which represent 5.76% of the Company’s issued and outstanding shares. The receiver may sell all or a portion of these shares in the public market within a short period, or there may be a public perception that such a sale may occur. The effect of such a sale or perception may be to depress the market price of our shares or to impair our ability to raise capital through the sale of equity and equity-related securities.

For more information regarding our major shareholders see ~~"Item~~“Item ‎7A Major ~~Shareholders~~Shareholders" and ‎7A.1 ~~Principal Shareholders"~~"Principal Shareholder”.

ITEM 4. INFORMATION ON THE COMPANY

4A. History and Development of the Company

We were incorporated in Israel under the laws of the State of Israel on September 29, 1997, as Partner Communications Company Ltd. Our products and services ~~are~~were marketed under the ~~Orange~~“Orange” brand ~~and~~until February 16, 2016, when it was replaced with the “Partner” brand. In addition, since 2011, ~~also under~~we have used the 012 Smile ~~brand.~~brand for certain products and services. Our principal executive offices are located at 8 Amal Street, Afeq Industrial Park, Rosh Ha’ayin 48103, Israel (telephone: ~~972-54-7814-888)~~+972-54-7814-888). Our website addresses are ~~www.orange.co.il~~www.partner.co.il and www.012mobile.co.il. Information contained on our websites does not constitute a part of this annual report. Our authorized U.S. representative is Puglisi and Associates, 850 Library Avenue, Suite 204, Newark, Delaware, 19711 and our agent for service in the United States is CT Corporation, 111 Eighth Avenue, New York, New York 10011.

Since our incorporation, we have achieved a number of important milestones:

·	~~In April 1998, we received our license to establish and operate a cellular telephone network in Israel.~~

·	~~In January 1999, we launched full commercial operations with approximately 88% population coverage and established a nationwide distribution.~~

In April 1998, we received our license to establish and operate a cellular telephone network in Israel.

In January 1999, we launched full commercial operations with approximately 88% population coverage and established a nationwide distribution.

In October 1999, we completed our initial public offering of ordinary shares in the form of American Depositary Shares, and received net proceeds of approximately NIS 2,092 million, with the listing of our American Depositary Shares on NASDAQ and the London Stock Exchange. We used part of these net proceeds to repay approximately NIS 1,494 million in indebtedness to our principal shareholders, and the remainder to finance the continued development of our business. (In March 2008, we voluntarily delisted our ADSs from the London Stock Exchange.)

In August 2000, we completed an offering, registered under the US Securities Act of 1933, as amended, of $175 million (approximately $170.5 million after deducting commissions and offering expenses) in 13% unsecured senior subordinated notes due 2010. These notes were redeemed in August 2005.

In July 2001, we registered our ordinary shares for trading on the Tel Aviv Stock Exchange.

In December 2001, the Ministry of Communications (“MoC”) awarded us two bands of spectrum: one band of GSM 1800 spectrum and one band of 2100 UMTS third generation spectrum.

In June 2002, our license was extended until February 2022.


·	In October 1999, we completed our initial public offering of ordinary shares in the form of American Depositary Shares, and received net proceeds of approximately NIS 2,092 million, with the listing of our American Depositary Shares on NASDAQ and the London Stock Exchange. We used part of these net proceeds to repay approximately NIS 1,494 million in indebtedness to our principal shareholders, and the remainder to finance the continued development of our business. (In March 2008, we voluntarily delisted our ADSs from the London Stock Exchange.)

·	In August 2000, we completed an offering, registered under the US Securities Act of 1933, as amended, of $175 million (approximately $170.5 million after deducting commissions and offering expenses) in 13% unsecured senior subordinated notes due 2010. These notes were redeemed in August 2005.

·	~~In July 2001, we registered our ordinary shares for trading on the Tel Aviv Stock Exchange.~~

·	~~In December 2001, the Ministry of Communications ("MoC") awarded us two bands of spectrum: one band of GSM 1800 spectrum and one band of 2100 UMTS third generation spectrum.~~

·	~~In June 2002, our license was extended until February 2022.~~

·	~~In December 2004, we commercially launched our 3G network.~~

·	~~In March 2005, we completed a debt offering, raising NIS 2.0 billion in a public offering in Israel of notes due 2012.~~

·	~~In April 2005, we repurchased approximately 33.3 million shares from our Israeli founding shareholders, representing approximately 18.1% of our outstanding shares immediately before the repurchase.~~

·	In the third quarter of 2005, our Board of Directors and shareholders approved the distribution of our first cash dividend, in the amount of NIS 0.57 per share, totaling approximately NIS 86.4 million.

·	In March 2006, we launched services based on the High Speed Downlink Packet Access (“HSDPA”) technology. HSDPA is a technological enhancement to our 3G services that offers subscribers the ability to access our 3G services at higher speeds. The HSDPA technology has been deployed to support up to 21 Mbps on the downlink and 5.76 Mbps on the uplink.

·	In July 2006, we purchased Med-1 I.C.–1 (1999) Ltd.’s fiber-optic transmission business for approximately NIS 71 million, in order to enable us to reduce our transmission costs as well as to provide our business customers with bundled services of transmission of data and voice and fixed-line services.

·	~~In January 2007, we were granted a domestic fixed license by the Ministry of Communications, and in February 2007 we were granted a network termination point license.~~

·	~~In December 2008 and January 2009, we launched three additional non-cellular business lines: VoB telephony services, ISP services and Web VOD (video on demand).~~

·	~~In October 2009, Scailex became our principal shareholder through acquiring the entire interest in the Company of our previous controlling shareholder.~~

·	In February 2010, following the District Court’s approval, a total amount of NIS 1.4 billion or approximately NIS 9.04 per share was paid on March 18, 2010, to shareholders and ADS holders of record on March 7, 2010, as a special dividend distribution.

·	In March 2011, we acquired all of the outstanding shares of 012 Smile Telecom Ltd., a leading provider of broadband and traditional telecommunications services in Israel. The acquisition of 012 Smile supported our strategy of becoming a leading comprehensive communications group, expanding our range of services and products.

In December 2004, we commercially launched our 3G network.

In March 2005, we completed a debt offering, raising NIS 2.0 billion in a public offering in Israel of notes due 2012.

In April 2005, we repurchased approximately 33.3 million shares from our Israeli founding shareholders, representing approximately 18.1% of our outstanding shares immediately before the repurchase.

In the third quarter of 2005, our Board of Directors and shareholders approved the distribution of our first cash dividend, in the amount of NIS 0.57 per share, totaling approximately NIS 86.4 million.

In March 2006, we launched services based on the High Speed Downlink Packet Access (“HSDPA”) technology. HSDPA is a technological enhancement to our 3G services that offers subscribers the ability to access our 3G services at higher speeds. The HSDPA technology has been deployed to support up to 21 Mbps on the downlink and 5.76 Mbps on the uplink.

In July 2006, we purchased Med-1 I.C.–1 (1999) Ltd.’s fiber-optic transmission business for approximately NIS 71 million, in order to enable us to reduce our transmission costs as well as to provide our business customers with bundled services of transmission of data and voice and fixed-line services.

In January 2007, we were granted a domestic fixed license by the Ministry of Communications, and in February 2007 we were granted a network termination point license.

In December 2008 and January 2009, we launched three additional non-cellular business lines: VoB telephony services, ISP services and Web VOD (video on demand).

In October 2009, Scailex became our principal shareholder through acquiring the entire interest in the Company of our previous controlling shareholder.

In February 2010, following the District Court’s approval, a total amount of NIS 1.4 billion or approximately NIS 9.04 per share was paid on March 18, 2010, to shareholders and ADS holders of record on March 7, 2010, as a special dividend distribution.

In March 2011, we acquired all of the outstanding shares of 012 Smile Telecom Ltd., a leading provider of broadband and traditional telecommunications services in Israel. The acquisition of 012 Smile supported our strategy of becoming a leading comprehensive communications group, expanding our range of services and products.

In January 2013, S.B. Israel Telecom, an affiliate of Saban Capital Group, a private investment firm, based in Los Angeles, California, specializing in the media, entertainment and communications industries, became our principal shareholder through acquiring 30.87% of our issued and outstanding shares, principally from our previous controlling shareholder, Scailex. See “Item ‎7A Major Shareholders”.

In November 2013, we entered into a 15-year Network Sharing Agreement with HOT Mobile pursuant to which the parties agreed to create a 50-50 joint venture to operate and develop a cellular network to be shared by both parties (inter alia, as a result of pooling both parties’ radio access network infrastructures to create a single radio access network). The Network Sharing Agreement was approved by the Israeli anti-trust authorities, subject to conditions in May 2014, and by the Ministry of Communications in April 2015. See “Item ‎4B.9 Our Network”.

In July 2014, we commercially launched limited 4G services in Israel over a frequency band of only 5 MHz in the 1800 spectrum.

In April 2015, following approval by the Minister of Communications, the Network Sharing Agreement with HOT Mobile entered into effect.

In February 2016, we rebranded our products and services that were previously under the “Orange” brand to be under the new “Partner” brand. See "Item ‎5A.1c Settlement Agreement with Orange Brand Services Ltd."


·	~~In January 2013,~~ ~~S.B. Israel Telecom~~, an affiliate of Saban Capital Group, a private investment firm, based in Los Angeles, California, specializing in the media, entertainment and communications industries, became our principal shareholder through acquiring 30.87% of our issued and outstanding shares, principally from our previous controlling shareholder, Scailex. See “Item ‎~~7A Major Shareholders”.~~

·	In November 2013, we entered into a 15-year Network Sharing Agreement with HOT Mobile pursuant to which the parties would create a 50-50 joint venture to operate and develop a cellular network to be shared by both parties (~~inter alia~~, as a result of pooling both parties' radio access network infrastructures to create a single radio access network). The Network Sharing Agreement has been approved by the Israeli anti-trust authorities, subject to conditions, and remains subject to the approval of the Ministry of Communications. See "Item ‎~~4B.9 Our Network".~~

·	~~In July 2014, we commercially launched limited 4G services in Israel over a frequency band of only 5 MHz in the 1800 spectrum.~~

·	In March 2015, the acting Minister of Communications approved the results of the tender bid process in which we won an additional 5 MHz in the 1800 spectrum (in addition to our 10 MHz frequency bands in the 1800 spectrum).

·	~~Pursue our Evolution into a Diversified Multi-service Communications Group.~~ ~~In order to compete~~ Implementation of the new “Partner” brand. In February 2016, we announced and launched a new brand that received nationwide exposure through the media. The new brand "Partner" replaces the Orange brand which has been associated with the Company since our commercial launch. We strive to implement the new brand amongst our stakeholders, customers, employees, suppliers, partners, the community and the entire public so that it will be identified with innovation and quality customer service we provide. Drive Customer Satisfaction through Customer Centric Strategy. We have always believed that customer satisfaction is a key concern and strive to listen to our diverse customers' needs, internalize and respond accordingly including by offering tailored packages to the various sectors. We provide our customers with a high level of accessible customer service at our service centers, call centers and digital services. We offer our business customers services including: network and data infrastructures, advanced information security solutions, integration solutions, designated services for customers with multiple branches and commercial networks, business information storage in a secured and advanced data center and cloud services. We seek to remain a central and leading player in the retail sale of handsets and accessories. We continuously adapt ourselves to the changing needs of our customers, while following new and innovative equipment and accessory developments and changes in the ~~emerging comprehensive~~ telecommunications groups, we are continuing to broaden and diversify our portfolio of products and services to evolve into a diversified multi-service communications and media service provider. Our goal is to provide a full range of telecommunications and media services which will enable customers to satisfy all their telecommunications needs through us. Our high quality network enables our customers to benefit from advanced and high quality services. In addition to our major business providing cellular telecommunications services, our services offering range includes fixed-line telephony, ISP services, transmission services, and ILD services and other accompanying telecom and media services and we also sell telecommunciations equipment such as handsets, phones, tablets, laptops, modems, data cards, domestic routers and related equipment. We also intend to further enrich our media and content offerings in order to attract new customers and increase the level of loyalty and satisfaction of our existing customer base. Our licenses to operate in various telecommunications areas enable us to provide a wide range of services that will potentially be used to create a bundle of telecom and other adjacent services which we believe will favorably affect our ability to limit churn rates, increase customer loyalty, maximize the synergy between our lines of business and generate additional streams of revenues. Upon effective implementation of the wholesale market in fixed-line telecommunications, we will strive to compete in the infrastructure market so that we may be able to provide our customers with a comprehensive package of services. These services will include an attractive alternative to multi-channel television services in the Israeli market. Technical Leadership and Innovation. We continue to lead the telecommunications market with advanced and innovative technology and strive always to be at the technological edge. We were the first cellular company in Israel to launch an LTE (4G) network (in July 2014). Upon allocation of additional 1800 frequencies, following a 4G tender held in January 2015, and the Network Sharing Agreement with HOT Mobile, which allows us to share frequencies, we are able to provide our customers with a full 4G experience, among others, due to the widest geographical deployment compared to our competitors. We have the widest 4G coverage compared to other cellular operators as a result of having the largest deployment of 4G cell sites, and we intend, under certain circumstances to operate to expand LTE coverage and quality in order to maintain our technical leadership in the market.

·	~~Drive Customer Satisfaction through Customer Centric Strategy.~~ We have always believed that customer satisfaction is a key concern. We place a priority on and wish to lead the market in striving for excellence in the customer experience. We do so by differentiating ourselves from our competitors through continuous examination of our customers' needs, requirements and experience so that we may offer tailored packages to the various sectors. We provide our customers with a high level of accessible customer service at our service centers, call centers and digital services. In order to further provide high quality services to our customers and meet their needs, we have established a retail division that focuses on all of the retail interfaces with the customers. Internally, we seek to improve and align all company business model elements to deliver consistent satisfaction at each step of the customer’s experience.

To instill the company culture amongst our employees. We believe that our employees are the Company’s main and most significant asset and that each individual should be a key advocate of the Company’s services and products. The successful execution of the Company’s strategy depends on the motivation, loyalty and capabilities of our employees. We listen to the Company's employees and strive to constantly learn and improve in order to provide a working environment that allows employees to express their capabilities and empower themselves. We allocate resources for the training of our employees in order to meet the continuous and changing requirements of our business.


·	~~Technical Leadership and Innovation~~. We strive to lead the market in technology and always to be at the technological edge. We were the first cellular company in Israel to launch an LTE (4G) network (in July 2014), with limited performance due to the use of only 5 MHz in the 1800 spectrum. Upon allocation of additional 1800 frequencies, following a 4G tender held January 2015, and obtaining the Ministry of Communication’s approval for our Network Sharing Agreement with HOT Mobile, which will allow us to share frequencies with other operators, we will be able to provide our customers with a full 4G experience. We have had and shall continue to have, a commitment to ensure the quality of our network in all its domains: cellular, fixed-line telephony, ISP and transmission and the integration of technological progress to support usage growth. We continuously invest in our network platforms and transmission network and are preparing our network for upgrading to the next generation including LTE advance, while ensuring smooth migration from existing technologies to next generation technologies. Based on the Network Sharing Agreement with HOT Mobile and assuming that we will receive MoC approval to put it into effect, we expect to improve the coverage and quality and to accelerate the development of our cellular network infrastructure, while reducing operating costs. We identify and invest in innovative value added services that we believe will allow us to offer our customers a wide range of services that will enrich their experience and provide solutions for their needs.

·	~~Operational Excellence~~. We continue to place a premium on improving operational efficiency, adjusting costs and workforce to a level appropriate for evolving market conditions.The intense competition in the Israeli telecom market requires us to further reduce costs to align them with reduced revenues. As a result, the Company continues to take measures to adjust its cost structure to changing market conditions, which includes the Network Sharing Agreement with HOT Mobile as well as measures to optimize the synergies between the Company's units while continuing to allocate resources to provide our customers with excellent customer services and a wide variety of advanced services.

·	~~Capitalizing on Growthin Mobile Broadband.~~ We are pursuing growth in mobile broadband to capitalize on the rapid increase in demand for ubiquitous mobile data services and devices. In this context, we are responding to the rapid growth of mobile data traffic, and adopting targeted segmentation and pricing strategies as well as taking advantage of different broadband connection modes, to deliver a valuable quality of broadband service to users.

·	~~Company Culture~~. We believe that our employees are the Company's main and most significant asset and that each individual should be a key advocate of the Company's services and products. The successful execution of the Company's strategy depends on the motivation, loyalty and capabilities of our employees. Therefore we place great importance on forums that allow us to learn from our employees about their experience with the customer. Part of the Company's culture is to encourage an open discussion among all levels of employees including an open door policy of the CEO and a direct access to management. We allocate resources for the training of our employees in order to meet the continuous and changing requirements of our business and invest in their welfare by addressing their needs through various forums and modes of communication.
·	~~Dual branding~~. While maintaining the Orange brand as our main brand, the Company offers services also under the 012 Smile brand. In the cellular market the Orange brand is our main premium brand while 012 mobile is our low cost brand which enables us to compete with the new entrants to the cellular market.

4B.4 COMPETITIVE STRENGTHS

We believe that the following competitive strengths ~~differentiate us from our competitors and~~ will assist us in achieving our mission and implementing our strategies:

~~High Quality Networks.~~ We believe that we set high standards for network quality. We constantly invest in upgrading our network to the most advanced software and hardware, in all network domains – Radio Network, Fixed transmission network, fixed and mobile core network platforms, underlying IP infrastructure and supporting active and passive infrastructure (such as AC/DC power system, A/C, cabling, and antennae). We also continuously add more base cellular stations to gain better, denser site grids which give better coverage and capacity, resulting in a better quality of service in terms of accessibility (i.e. setup success), retainability (i.e. drop probability) and quality (e.g. peak and average data rates and voice quality). These investments, together with the use of sophisticated network planning, optimization and monitoring tools and techniques, have produced a high quality network.

High Quality Network. We believe that as a result of our investments in upgrading our network, we have the most advanced cellular telecommunications network in Israel. Furthermore, through the joint venture created under the Network Sharing Agreement with HOT Mobile, we have combined our respective base cellular stations and thus enabled the network to gain denser site grids offering improved coverage and capacity, and thus better quality of service in terms of accessibility, retainability and quality of sound. At the same time, the joint venture created under the Network Sharing Agreement with HOT Mobile is expected to increase network efficiency by reducing the total number of network sites, while improving network coverage and capacity and introducing new technology.

Customer Centric Approach. Since we believe that customer satisfaction is a key concern, we provide a quality customer experience through quick, simple and reliable handling of customer needs and interactions, which we have achieved through investments in technology, offering tailored packages to the various sectors, launching a new portfolio of smartphones and tablets, and new communications products as well as training of customer service skills.


·	~~Strong Brand Identity.~~ Since the launch of our full commercial operations in the cellular segment, we have made a substantial investment in promoting the Orange brand as our main brand to represent high quality, innovation and excellent customer service. Our marketing activities have resulted in wide-scale recognition of the Orange brand in Israel. Following the acquisition of 012 Smile, we also offer fixed line services under the 012 Smile brand and cellular services under the 012 Mobile brand which is our low cost brand. Growing Variety of Digital Platforms. We offer our customers a variety of self -service options and are planning, as a comprehensive telecommunications company that offers an entire range of telecommunication solutions, to continue expanding our self-service options and other tools as part of our digital transformation.

·	~~Focus on Customer Experience.~~ Since we believe that customer satisfaction is a key concern, we provide a quality customer experience through quick, simple and reliable handling of customer needs and interactions, which we have achieved through investments in technology, offering tailored packages to the various sectors, launching a new portfolio of smartphones and tablets, and new communications products as well as training of customer service skills.

·	~~Variety of communication products~~. We believe that our fixed-line telephony, ISP services, transmission services and ILD services, strengthen our position in the communications market. Offering a variety of combined mobile and fixed-line products and services will enable us to better compete with the bundled services of other players, increase customer loyalty, and serve as an additional source of revenue.

·	~~Strong and Motivated Management Team.~~ We have been able to attract a number of Israeli senior managers from the telecommunications, high-tech and consumer products industries. Our management team is experienced and highly respected and, we believe, well-positioned to manage and lead the Company.

Variety of communication products. We believe that our fixed-line telephony, ISP services, transmission services and ILD services, strengthen our position in the communications market. Offering a variety of combined mobile and fixed-line products and services will enable us to better compete with the bundled services of other players, increase customer loyalty, and serve as an additional source of revenue.

Strong and Motivated Management Team. We have been able to attract a number of Israeli senior managers from the telecommunications, high-tech and consumer products industries. Our management team is experienced and highly respected and, we believe, well-positioned to manage and lead the Company.

4B.5 MARKETING AND BRAND

We believe that a focused marketing strategy is critical to support our goal of sustaining our position as a leading provider of quality and innovative communications solutions in Israel. Our marketing strategy is based upon the international Orange brand in which we continuously ~~invest in order to maintain its high position in the telecommunications market.~~

Our marketing strategy emphasizes high value for money, network quality, quality of customer service and innovation. Subsequent to acquisition of 012 Smile in 2011, the Company markets some of its services under 012 Smile and 012 Mobile.

In order to better address our customer needs, while maintaining customer value, we launched the 012 Mobile brand in order to compete in the cellular low price competitive landscape, thus supporting the premium pricing of the Orange brand among the incumbent cellular operators. While the Orange brand is differentiated by a superior network, customer centric approach, expansive customer service, wide distribution and service channels, wide variety of handsets and other equipment as well as technical guidance, 012 Mobile is characterized by highly competitive pricing, simplicity and telephone and digital customer service. In order to promote our advanced handsets and other equipment, tariffs and services, we employ a large number of promotional activities and use a broad range of advertising media. During 2014, we continued to pursue an advertising presence in the media in order to maintain exposure for our brands and advanced ~~technologies. Our main advertising activities focus on promoting 4G - The best~~technologies and fastest cellular network in Israel, subscribership and usage of 4G and HSPA services, and of advanced mobile applications and content such as mobile broadband using data-cards and smartphones, as well as increasing loyalty among our customers. Our marketing strategy focuses on promotingpromote our services to various segments of the Israeli population. We advertise our network capabilities, services and equipment in several languages. In addition to traditional media, we also promote our brands on digital and ~~services by sponsoring and initiating cultural and community programs. We use the distinctive Orange brand logo in our promotional activities and advertising. See “Item~~ ‎~~4B.12 Intellectual Property".~~social platforms.

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In February 2016, we launched a new brand named "Partner", which replaced the “Orange” brand we have used since our inception. See "Item ‎3D.2q The recent rebranding of most of our goods and services may have a negative impact on our business due principally to lower brand recognition by our customers." and "Item ‎5A.1c Settlement Agreement with Orange Brand Services Ltd." We believe that “Partner” is a highly attractive brand name for a communications group. The change of brand name offers an excellent opportunity to reinvigorate our market presence with a new brand name which is simple and innovative. The rebranding also supports our business strategy of providing our customers with a comprehensive internet solution, any time, any place, on any device and will provide us with the means to better position the Company in the Israeli telecommunications market.

While we have changed our brand name, we continue to benefit from our advanced infrastructure as well as additional capabilities which were established through years of investments. We believe that the combination of the new brand alongside our assets emphasize to the consumer the fact that we are an innovative Israeli company.

Our marketing strategy emphasizes value for money, network quality, quality of customer service and innovation. We market some of our services under the 012 Smile and 012 Mobile brands however we have decided to cease use of the 012 Smile brand in 2017.

4B.6 SERVICES AND PRODUCTS

Our principal business, which provided approximately 80% of our revenues in ~~2014,~~2015 (excluding inter-segment revenues) was derived from ~~providing Cellular Services and equipment sales for the~~our cellular ~~market in Israel.~~segment. Approximately 20% of our revenues (excluding inter-segment revenues) ~~are~~were generated ~~through~~from our ~~Fixed-Line Services and equipment sales for the~~ fixed-line ~~market.~~segment.

Our goal is to provide ~~the best~~quality mobile broadband and fixed-line network ~~offering~~and to offer a wide range of products, services and content to the cellular and fixed-line ~~customers~~customers.

4B.6a Cellular Services and ~~provide an excellent customer experience.~~Products

~~4B.6a~~Basic Cellular Services

Our ~~major service~~main business is cellular telephony ~~service~~ – provided on our 2G, 3G and 4G networks. Our basic offer includes ~~domestic mobile calls,~~cellular telephony services, text messaging, data, airtime, interconnect, roaming, international dialing, ~~roaming,~~ voice mail, call waiting, call forwarding, caller identification, conference calling, short message services ~~("SMS"~~(“SMS”), intelligent network services (such as VPN and funtone), fax transmission, mobile broadband at speeds of up to 42150 Mbps1 and other services as a mobile portal of content services and ~~applications~~applications. Our services are provided over our cellular network including a rich selection of television, games and music under the Orange brand. We have concluded content agreements with a variety of content providers and suppliers in the Israeli television and entertainment industry.

~~Our main focus throughout 2014 was~~wholesale services to deploy and introduce 4G services, utilizing part of our existing 1800 MHz spectrum, while continuing to expand our 3G and HSPA business in Israel, and to enhance our relationship with our customers through active retention activities. To meet these goals, we are concluding the implementation of our strategic network upgrade project, in which all network radio and core elements are being upgraded to Ericsson’s most advanced products range. We have also expanded our transmission network to support the demand for high data transmission rates, and we concluded the introduction of a third radio carrier for HSPA services, utilizing part of our existing 900 MHz spectrum. In parallel, we have also expanded our handset portfolio with 4G capable handsets,other operators as well as ~~to cater to several specific market segments, including the launch of the Infinity private label~~equipment and mobile broadband solutions. Finally, we have enhanced our content portal offering and launched several innovative customer retention activities including our mobile application 4G TV and continuous upgrade of our self care application "MyOrange".device sales.

Due to the continuous penetration of smartphones and combined service price plans providing considerable volumes of unlimited packages of voice calls and text messages and various limited packages of data consumption on the cellular network, the Company expects that purchases of cellular data packages will continue to increase during the upcoming year.

~~The Company began offering in late December 2012, an HD Voice service. This technology extends the frequency range~~Value- Added Services

In addition to standard mobile value-added services, we offer a variety of ~~audio signals transmitted over the mobile voice call, resulting in higher quality speech transmission. HD Voice service provides numerous benefits compared~~value-added services including among others, various content services, 4G TV video content, a variety of television and music applications, backup and synchronizing services, and vehicle fleet management. These services and others are important to ~~traditional voice transmission, including clearer overall sound quality; easier voice recognition; greater distinction between similar sounds, reduced background noise,~~our business as they create differentiating factors and ~~enhanced clarity for faint talkers. HD voice is now supported on~~increase customer usage, satisfaction and retention. We continuously track all major market developments regarding value-added network services, and we intend to implement and offer those services that are likely to be popular with customers and which would add value to our ~~network for a growing range of mobile handsets, including all the most advanced smartphones that support this feature.~~business.

1 The cellular data transmission speed is not constant and is dependent on various factors including coverage, network availability, the chosen connectivity technology, the handset, and cellular, internet and other telecommunication networks.

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~~4B.6b Fixed-line Services~~International Roaming

We offer ~~fixed-line~~our customers roaming services ~~that include ISP services~~abroad, which allows a mobile phone subscriber to place and to receive calls while in the coverage area of a network to which he does not subscribe and to be billed for such service by his home network. We offer our customers roaming packages which allow our customers to benefit from attractive rates in over 100 destinations. We offer data only packages as well as ~~home Wi-Fi networks, ILD services, transmission services~~packages that combine calls, data and ~~VoB telephony~~SMS. The Ministry of Communications may introduce new regulations that would limit our revenues from roaming services. See “Item ‎4B.13d - viii Hearings and Examinations”.

	·	~~ISP services.~~ As an internet service provider, we offer our customers ISP services and (as a reseller) we also offer the broadband infrastructure component (currently bought at regular retail prices from the Infrastructure owners). Our ISP services offering includes email accounts, home Wi-Fi networking as well as additional value added services. Furthermore, we offer an advanced set of communications services that house web servers and related software and provide connectivity to the Internet for business customers.

	·	~~ILD services~~. As an international long distance provider, we offer our residential and business customers international telephony services including direct international dialing services, international and domestic pre-paid and post-paid calling cards, and call-back services. In addition, we offer our business customers international toll-free numbers and an international cellular service that offers fixed rates on calls from anywhere in the world. As an international long distance provider, we also provide hubbing traffic routing between network operators for termination of long distance calls outside of Israel.

	·	~~Transmission.~~ We provide fixed-line transmission and data capacity services. Our fixed-line capacity also includes capacity which we lease from other land-line telecommunications service providers. The services we offer include primarily connectivity services by which we provide high quality, dedicated, point-to-point connection for business customers and telecommunications providers, as well as fixed-line services to business customers.

	·	~~VoB.~~ This service allows users to make and receive telephone calls over the Internet through an internet connection. We offer traditional voice services to residential and business customers throughout Israel. Our service includes Quality of Service, which ensures high quality voice transmission regardless of the load on the internet connection, and a home gateway which is unique in the Israeli market for its range of sophisticated functionalities, including call “hijack” between the customer’s Orange fixed and Orange mobile telephone lines and a variety of domestic dialing for business customers.

At December 31, 2015, we had commercial roaming relationships with 472 operators in 187 countries or jurisdictions, 308 3G roaming agreements in 139 countries and 49 4G roaming agreements in 39 countries. Creating roaming relationships with multiple operators in each country increases potential incoming roaming revenue for us and gives our subscribers more choice in coverage, services and prices in that country.

The 3G roaming agreements enable our 3G roamers to initiate video calls, high speed data and video and audio content while abroad.

~~4B.6c~~ Although GSM (2G), UMTS (3G) and LTE (4G) are standardized, the frequency allocation per each technology varies from one country to another. Currently we operate our GSM services on the 900 MHz and 1800 MHz bands, UMTS on 900 MHz and 2100 MHz bands and LTE on 1800 MHz bands. All 4G handsets which we sell, support all the above listed technologies and bands while 3G handsets support the above listed bands for GSM and UMTS. While roaming, there is a possibility that a subscriber’s handset will not support all the technologies due to lack of support of a country’s specific frequency bands; however this is rare in GSM and UMTS, due to technology maturity. Standardization bodies allow for more than 27 different LTE bands and since LTE in many countries utilizes reframed GSM and UMTS bands, there may be cases where handsets do not support the frequency allocated for LTE in specific countries.

Cellular ~~Segment~~ Equipment and Devices

Equipment and devices sales in the cellular ~~business~~ segment, include sales of cellular handsets, cellular modems, tablets, ~~and~~ laptops (including both WI-FI-only devices and devices with 3G-HSPA or 4G LTE embedded data cards). ~~In 2014, we~~ and related accessories, as well as handset maintenance and spare parts through the Company’s repair services and labs. We also ~~began selling~~sell a variety of digital audio visual equipment including televisions, digital cameras, games consoles, media streamers, earphones and other related equipment. ~~As of 2013, we are not allowed to sell cellular handsets with rebates on usage, due to regulatory changes.~~

~~4B.6d~~ 4B.6b Fixed-line Services and Products

Basic Fixed-Line Services

We offer fixed-line services that include ISP services as well as home and business Wi-Fi networks, ILD services, transmission services and VoB telephony services (including SIP services).

ISP services. As an internet service provider, we offer our customers ISP services that include email accounts, Wi-Fi networking as well as additional value added services such as anti-virus and anti-spam filtering, and we offer a bundled package that includes infrastructure and ISP services as part of the wholesale market reform. Furthermore, we offer our business customers additional tailored value services that combine an entire array of solutions including: network and data infrastructures, advanced information security solutions, integration solutions, designated services for customers with multiple branches and commercial networks, business information storage in a secured and advanced data center and cloud services.

ILD services. As an international long distance provider, we offer our residential and business customers international telephony services including direct international dialing services, international and domestic pre-paid and post-paid calling cards, and call-back services. Most of the pre-paid calling cards are sold to foreign workers in Israel. In addition, we offer our business customers international toll-free numbers that offers fixed rates on calls from anywhere in the world. As an international long distance provider, we also provide hubbing traffic routing between network operators for termination of long distance calls outside of Israel.

Transmission. We provide fixed-line transmission and data capacity services. Our fixed-line capacity also includes capacity which we lease from other fixed-line telecommunications service providers as well as inland fiber optic infrastructure and complimentary micro wave radio links. The services we offer include primarily connectivity services, on an SDH (Synchronous Digital Hierarchy) transmission network, by which we provide high quality, dedicated, point-to-point connection for business customers and telecommunications providers, as well as fixed-line services to business customers.

VoB and PRI. The VOB service allows business and residential customers to make and receive telephone calls over the Internet through an internet connection. The PRI is a landline network service connecting organizational switchboards to Partner's network and allows business customers to make multiple calls simultaneously. We offer traditional voice services to residential and business customers throughout Israel.

Value- Added Services

In addition to standard fixed-line value-added services, we offer a variety of value-added services that include defense and security services for the computer and e-mail that include among others, parental monitoring control, firewall, web hosting, anti-virus and site filtering based on the customer’s restriction definition, and other value added internet services including hosting, cloud-based hosted services and virtual switchboard. In 2015, we launched a new and upgraded data center that provides customers with business solutions on a secure site including hosting services (storage and maintenance of physical and virtual servers, website hosting, information storage and disaster recovery site) management communication services, and integrated services.

Fixed Line ~~Segment~~ Equipment and Devices

Equipment and devices sales in the fixed line ~~business~~ segment include sale of landline phones, modems, domestic routers, servers, smartboxes and related equipment, media streamers, WI-FI-only tablets and other telecommunications ~~equipment related~~and audio-visual devices and accessories to ~~our fixed line services.~~fixed-line segment customers.

~~4B.6e~~4B.6c Tariff Plans

As of December 31, ~~2014,~~2015, approximately ~~75%~~79% of our cellular subscriber base (approximately ~~2,132,000~~2,156 thousand subscribers) subscribed to post-paid tariff plans, and ~~25%~~21% (approximately ~~705,000~~562 thousand subscribers) subscribed to pre-paid tariff plans.

Business cellular tariff plans. Our post-paid cellular business tariff plans offer features attractive to business users such as bundles including unlimited amounts of call minutes and SMS (subject to reasonable use) as well as browsing packages; bundles with fixed amounts of call minutes and SMS and browsing packages; tariff plans with fixed tariffs for airtime usage without adding the interconnect charges imposed by other cellular and fixed-line providers for calls made by our subscribers that terminate on third party networks; and providing discounts for calls to designated numbers within a subscriber’s calling circle. Some of our business cellular tariff plans for large business customers with over 100 subscribers include commitment periods of up to 36 months.

Private customer cellular tariff plans. Most of our post-paid cellular tariff plans for private customers are also bundles including unlimited amounts of call minutes and SMS (subject to reasonable use) as well as browsing packages, or bundles with fixed amounts of call minutes and SMS and browsing packages. ~~We also offer tariff plans that allow our subscribers to control their maximum monthly usage.~~ The elements of our cellular tariff plans for post-paid private customers are packaged and marketed in various ways to create tariff packages attractive to target markets, including families, military personnel, youth, students, family members of business customers and other sectors. Since February 2011, our private customer subscriber agreements do not have any commitment periods.

Since 2012, the Company also markets cellular tariff plans under an alternative brand, “012 Mobile”, based on the 012 Smile brand. Under this brand, the Company offers plans ~~also~~mainly under a digital self-service model through a dedicated website (including web-chat with customer representatives) at competitive prices. These tariff plans were launched in order to compete with offers of new operators launched in 2012.

Since 2012, the Company offers discounts to various customers who have purchased more than one product or service from the Company, including discounts for customers with subscribers in both cellular and fixed-line plans including VoB and ISP and discounts for customers who have purchased particular devices and services together.

Under our pre-paid plans, upon purchase of a SIM card or phone card or prepayment by credit card, customers can use our network, including some of our value-added services, without the need to register with us or enter into any contract. Our pre-paid plans enable us to compete in the pre-paid cellular services market.

Fixed-line tariff plans. For our Fixed-Line Services, we have a wide range of diverse plans to meet the needs of the various ~~sub-markets.~~sub-markets-ISP, ILD, transmission and VOB & PRI. We have also launched an unlimited plan for our VoB packages. In the ILD services market we have tariff plans based on call destinations and level of use. ~~We also offer pre-paid plans for our various services.~~ Our Internet Service prices and our wholesale infrastructure services prices are based on bandwidth ~~speed.We have also launched an unlimited plan for our VoB packages.~~

~~4B.6f International Roaming~~

Roaming allows a mobile phone subscriber to place and to receive calls while in the coverage area of a network to which he does not subscribe and to be billed for such service by his home network. Facilitating international roaming was a primary design goal of the GSM system from its inception. A GSM roamer can therefore expect to enjoy substantially the same services, features and security while traveling as he does at home. However, the Ministry of Communications may introduce new regulations that would limit our revenues from roaming services. See “Item ‎4B.13d - viii Hearings and Examinations” and also “Recent and potential future regulation and negotiation of roaming tariffs, both within Israel and elsewhere, may increase our roaming expenses, decrease our roaming revenues and prevent us from raising our tariffs.”

At December 31, 2014, we had commercial roaming relationships with 451 operators in 186 countries or jurisdictions, 281 3G roaming agreements in 126 countries and 11 4G roaming agreements in 10 countries. Creating roaming relationships with multiple operators in each country increases potential incoming roaming revenue for us and gives our subscribers more choice in coverage, services and prices in that country.

~~The 3G roaming agreements enable our 3G roamers to initiate video calls, high speed data and video and audio content while abroad.~~

Although GSM (2G), UMTS (3G) and LTE (4G) are standardized, the frequency allocation per each technology varies from one country to another. Currently we operate our GSM services on the 900 MHz and 1800 MHz bands, UMTS on 900 MHz and 2100 MHz bands and LTE on 1800 MHz bands. All 4G handsets which we sell, support all the above listed technologies and bands while 3G handsets support the above listed bands for GSM and UMTS. While roaming, there is a possibility that a subscriber's handset will not support all the technologies due to lack of support of a country's specific frequency bands; however this is rare in GSM and UMTS, due to technology maturity. Standardization bodies allow for more than 27 different LTE bands and since LTE in many countries utilizes reframed GSM and UMTS bands, there may be cases where handsets do not support the frequency allocated for LTE in specific countries.

~~4B.6g Value-Added Services~~

~~Cellular Services.~~ ~~In addition to standard mobile value-added services, See "Item~~ ‎~~4B.6 Services and Products", we~~speed. We offer a variety of ~~value-added services including among others,~~internet solutions for home and business use according to each customer's needs.

4B.7 SALES AND DISTRIBUTION

4B.7a Customer Care

We apply a multi-channel approach to target various ~~content services, 4G TV video content, mail services, backup~~market segments and ~~synchronizing services, visual voice mail~~to coordinate our cellular and ~~vehicle fleet management. These services and others are important to~~fixed-line sales strategy for both our business as they create differentiating factors and increase customer usage, satisfaction and retention. We continuously track all major market developments regarding value-added network services, and we intend to implement and offer those services that are likely to be popular with customers and which would add value to our business.

~~Fixed-line Services~~. In addition to standard fixed-line value-added services, we offer a variety of value-added services that include defense and security services for the computer and e-mail that include among others, parental monitoring control, firewall, web hosting, anti-virus and site filtering based on the customer’s restriction definition, and other value added internet services including hosting, cloud-based hosted services and virtual switchboard.

~~New Retail Division.~~ In November 2013, a new Retail Division was established to be responsible for all of the Company's working centers, stores and dealers that had previously been part of the Customers Division. The Retail Division is responsible for all aspects of handsets, equipment and accessories including procurement, logistics and final sale to the customer through the various sale channels of the Company as well as ~~handset maintenance through the Company's repair services and labs.~~private customers. Our customer support and service provides several channels for our customers: call centers, walk-in centers and self-service support, which include web-based services, mobile application, Interactive Voice Response (“IVR”), and automated SMS.

Call Centers. Guided by our aim to provide high quality service, our call-center services are divided into several ~~sub-centers: customer segment (business,~~sub-centers including business, private and ~~pre-paid)~~pre-paid for ~~both~~ cellular and fixed-line services, and specialized support and services (finance, network, international roaming and data transfer related issues). The call center services are provided in several languages and also provide chat and SMS services through the Company’s websites.

Walk-in Centers. We currently operate 2930 service and sales centers across Israel. These centers provide a face-to-face, uniformly designed, contact channel and offer all services that we provide to customers: sales, handset upgrade, handset maintenance, tablet sales, fixed-line services (such as VOB and ISP) and other services (such as finance, rate-plan changes and subscription to new services) as well as accessories sales. Lease agreements for our retail stores and service centers are for periods of two to ten years. We have the option to extend the lease agreements for different periods including the initial lease period. See also Note 19 to the consolidated financial statements.

Self-Service. We provide our cellular customers with various self-service channels, such as IVR, web-based services, services via SMS, services via ~~WAP~~mobile and services via smartphone applications. ~~These~~The services provided through these channels ~~provide~~include general and specific information, ~~including~~ tariff plans, account balance, billing-related information and roaming tariffs. They also provide customers with information regarding trouble shooting and handset operation, and enable customers to activate services and to download ~~content. These channels also allow customers~~content as well as to purchase various cellular services and update tariff plans.

All of our service channels are monitored and analyzed regularly in order to ensure the quality of our services and to detect areas that require improvement.

Management Systems. Our management systems are certificated and monitored by IQC (The Institute for Quality ~~and~~ Control, an RVA accredited Certification Body authorized by Bureau Veritas Quality International) to the appropriate international standards:

ISO 9001:2008, which focuses on fulfillment of clients and legal requirements;

ISO 14001:2004, which coordinates our commitment to habitat and environment; and

	·	~~ISO 9001:2008, which focuses on fulfillment of clients and legal requirements;~~

	·	~~ISO 14001:2004, which coordinates our commitment to habitat and environment; and~~

	·•	OHSAS 18001:2007, which directs our efforts to provide a safe and healthy work environment at our premises.

~~4B.7 SALES AND DISTRIBUTION~~

~~We apply a multi-channel approach to target various market segments~~

4B.7b Sales and ~~to coordinate our cellular and fixed-line sales strategy for both our business as well as private customers.~~Distribution Channels

We distribute our services and products primarily through direct sales channels and indirect sales channels.

~~4B.7a~~4B.7b - i Direct Sales Channels

~~Orange~~ Sales and Service Centers: ~~All of our~~Our walk-in centers in stores and malls also serve as sales centers. The face-to-face contact enables customers to get the “touch and feel” of new handsets, tablets, accessories and services demonstrated by our representatives. During 2015, we established a dozen stands in cooperation with Apple called "CEP" –channel excellence program, in which we demonstrate Apple products to customers. As of December 31, 2015, we are the only cellular operator in Israel that has this type of agreement with Apple.

Direct Sales Force: Our sales force is comprised of sales and service representatives.

	·	~~A team of representatives and customer account managers that support small to medium-sized businesses.~~

	·	~~A team of corporate representatives and customer account managers who support large corporate customers.~~

	·	~~A Small Medium Enterprises ("SME") sales-force team located in regional offices focuses on individual and small business customers.~~

	·	~~A telemarketing department conducts direct sales by phone (to private and business customers), initiates contacts with prospective customers and coordinates appointments for the sales representatives.~~

A team of representatives and customer account managers that support small to medium-sized businesses.

A team of corporate representatives and customer account managers who support large corporate customers.

A Small Medium Enterprises (“SME”) sales-force team located in regional offices focuses on individual and small business customers.

A telemarketing department conducts direct sales by phone (to private and business customers), initiates contacts with prospective customers and coordinates appointments for the sales representatives.

Our sales force undergoes regular training to improve their skills ofin selling advanced solutions such as cellular data, intranet extension and connectivity, virtual private networks, location based services, m2m (machine to machine) services, and other value-added services that appeal to corporate customers.

In addition, as of December 31, ~~2014,~~2015, we have ~~23 Orange~~22 Partner stands in shopping centers throughout the country, as well as three stores that specialize in sales and handset upgrades.

4B.7b - ii Indirect Sales Channels

We have agreements with many traditional dealers that provide over 4060 points of sale, selling a range of our products. The private dealer network is an important distribution channel because of its ability to attract existing cellular users to our network. Our dealer network focuses primarily on sales to individual customers and, to a lesser extent, small business customers. These dealers specialize in sales for post-paid customers and handset and tablet sales.

In addition we have agreements with prepaid distributors that specialize in sales for pre-paid customers and distribution of pre-paid plans to sub-dealers.

We also have specific dealers that target different segments of the Israeli population with the appropriate style, language and locations. We provide regular training to employees of our dealers to update them on our products and services. Our ~~dealer~~ managers visit dealers on a regular basis to provide information and training, answer questions and solve any problems that may arise. We pay our dealers commissions; however, dealers are not entitled to commissions for any customers that terminate their service within 90 days of activation.

~~All indirect sales channels are supported by a specialized “dealer support” call center providing information, support and coordination of appointments of car-kit installations.~~

~~4B.7c~~4B.7b - iii Online Sales Channels

Our cellular and fixed-line services are also available to be purchased online. We also manage an online service for the purchase of handsets and ~~the~~ other equipment that we sell.

4B.8 POST-PAID CUSTOMER CONTRACTS AND CREDIT POLICY

Since 2011, our standard subscriber agreements with most of our private subscribers do not include commitment periods. Some of our business subscribers that have more than 100 subscribers enter into an agreement with a commitment period of up to 36 months (generally including a commitment to pay the monthly charge for the full 36 months). Subscribers are billed monthly for airtime charges and charges per services. Roaming access for direct debit subscribers is subject to credit scoring by our credit supervisors with the assistance of outside credit agencies and may require additional guarantees or deposits.

Our subscribers pay for their services by credit card or by direct bank debit. All credit card accounts are subject to an initial maximum credit limit each month, which varies depending upon the type of credit card and for which we obtain prior approval from the card issuer. When a subscriber account reaches this limit, we may seek approval from the card issuer. If the card issuer does not grant the approval, we may require the subscriber to provide other means of payment or arrange an increase in the approved limit from his credit card issuer. If this does not occur, the subscriber’s usage may be limited or suspended, after receiving our prior notice of such limitation or suspension, until we receive a cash deposit or guarantee from the subscriber.

Most of our subscribers pay for equipment devices in installment plans that include between 12 and 36 monthly payments, which are charged directly to their credit card or to their monthly bill. Where the subscriber opts to pay the installment payments via his monthly bill, the outstanding installment payments are not secured. Subscribers acquiring more than a certain number of device sales are subject to a credit scoring review performed by Partner’s credit supervisors with the assistance of outside credit agencies.

Sales of equipment, and in particular tablets, audio-visual devices, accessories and other related equipment accelerated ~~significantly~~and have remained strong in ~~2014,~~2015, in part due to our offering customers the possibility of purchasing some of the equipment on the basis of long-term installment plans. However, we may need to curtail the use of long-term installment plans, due to their downward pressure on cash flow, which may reduce our sales of equipment. See ~~"Item~~“Item ‎5D.2 ~~Outlook"~~Outlook”.

4B.9 OUR NETWORK

We have built an extensive, resilient and advanced network system in Israel, allowing us to offer our services with extensive coverage and consistent high quality. During the years ended December 31, ~~2013~~2014 and ~~2014,~~2015, we made capital expenditures of NIS ~~246~~256 million and NIS ~~256~~137 million ($6635 million), respectively, in our network infrastructure, including optic fibers.

4B.9a Overview

Our network is a converged fixed and mobile telecommunications network. For mobile services we built a multi generation (2G, 3G &4G) wireless network, which offers full interactive multimedia capabilities. This technology brings wire-free networks significantly closer to the capabilities of fixed-line networks. Improvements in coding and data compression technology provide better voice quality and more reliable data transmission. UMTS is the global standard adopted for the implementation of third generation wireless telecommunications capable of data rates of up to 42 Mbps in the down-link and is the 3G technology we use. HSPA is a technological enhancement to our 3G services that offers subscribers the ability to access our 3G services at higher speeds for downloading (HSDPA) and uploading (HSUPA) data. LTE is the newly introduced, most advanced mobile network technology which is currently available in more than half of the macro base stations. Currently our LTE network ~~lacks enough spectrum while we are waiting for the allocation of the spectrum awarded following the 4G spectrum bid. Based~~is based on the existing spectrum ~~utilization we now offer an LTE service with up to 37Mbps downlink speed~~of 20 MHz and ~~12 Mbps uplink speed. Upon completion of the Network Sharing Agreement and the spectrum allocation, we will~~can support up to 150Mbps in the downlink and up to 50Mbps in the uplink.

In 2015, we continued to deploy and introduce 4G services, utilizing part of our existing 1800 MHz spectrum (that was used for the 2G network), while continuing to expand our 3G and HSPA business in Israel. To meet these goals, we are implementing (directly or through our joint venture entity, PHI) a strategic network upgrade project, in which our network radio and core elements are being upgraded to our vendors’ most advanced products range. We have also expanded our transmission network to support the demand for high data rates, and we concluded the introduction of a third radio carrier for HSPA services, utilizing part of our existing 900 MHz spectrum.

Cellular Network Sharing Agreement. In November 2013, we entered into a 15-year Network Sharing Agreement with HOT Mobile ~~which remains subject to approval~~that was approved by the Antitrust Authority Commissioner in May 2014 and by the Ministry of Communications ~~but has been approved by the Antitrust Commissioner subject to a number of conditions, as described below.~~

in April 2015. Pursuant to the ~~Network Sharing Agreement,~~agreement, the parties created a 50-50 joint venture in the form of a limited partnership -under the name P.H.I. Networks (2015) Limited Partnership ("PHI"), the purpose of which is ~~intended~~ to operate and develop a radio access network to be shared by both parties starting with a pooling of both ~~parties'~~parties’ radio access network infrastructures to create a single shared pooled radio access network ("(“Shared ~~Network"~~Network”). The parties have also established a 50-50 company limited by shares under the name Net 4 P.H.I Ltd., to be the general partner of the limited partnership. In August 2015, we were allocated a frequency bandwidth of 5MHz in the 1800MHz spectrum as a result of the 4G frequencies tender conducted by the Ministry of Communications in January 2015. PHI started to operate in August 2015, at which time each of Partner and Hot Mobile transferred to PHI certain employees who were previously engaged in their respective radio operations.

~~The~~One of the main purposes of the joint venture ~~("JV") would~~is to seek to improve network efficiency by reducing the number of network sites, while improving network coverage and capacity and introducing new technology. ~~As a result,~~The expected results from PHI's operations are that the ~~shared network would~~Shared Network will optimize operating costs, including required maintenance and reduce environmental impact.

Both companies would continue to compete and differentiate their services and be responsible for providing cellular telecommunication services to its own customers, including the provision of customer service, value-added services, marketing and sales. Each company will continue to retain and operate its own core network.

According to the Network Sharing Agreement, HOT Mobile will pay Partner a onetime amount ("of NIS 250 million (“Lump ~~Sum"~~Sum”), by the beginning of year 2017, ~~(unless~~unless one of the parties exercises an option granted to it under the Network Sharing Agreement pursuant to which a portion of the Lump Sum will be paid ~~earlier) ("Option"~~earlier (“Option”). Following the earlier of January 1, 2017, or the date of payment of such a portion of the Lump Sum upon exercise of the Option, each party will bear half of the capital expenditures relating to the Shared Network. The bearing of the operating costs of the Shared Network will be according to a pre-determined mechanism, according to which one half of the operating costs will be shared equally by the parties, and one half will be divided according to the relative volume of traffic of each party in the Shared Network ("(“Capex-Opex ~~Mechanism"~~Mechanism”). See also “Item ‎5A.1d Network Sharing Agreement with HOT Mobile".

In May 2014, the Antitrust Commissioner approved the Network Sharing Agreement, subject to conditions, the most important of which are set forth ~~below:~~

·	~~Prohibition on exchange of information that is not required for the activities of the JV;~~

below:

Prohibition on exchange of information that is not required for the activities of PHI under the Restrictive Trade Law. See ‎4B.13d - xi Anti-Trust Regulation";

Limitations with respect to serving as an officer or employee in either Partner or Hot Mobile concurrent with serving as an officer or employee of the JV and certain cooling off periods were set in case of transition of officers and employees from the JV to the companies. However, this should not prevent the JV from employing employees or officers, that are currently serving as employees or officers in the companies;

Limitations with respect to serving as an officer or employee in either Partner or Hot Mobile concurrent with serving as an officer or employee of PHI and certain cooling off periods were set in case of transition of officers and employees from PHI to the companies. However, this should not prevent PHI from employing employees or officers, who are currently serving as employees or officers in the companies and does not prevent an officer in Partner or Hot Mobile from serving as a director in PHI's general partner's board of directors;

·	~~Rules regarding the administration and documentation of the meetings of the JV organs were set;~~

Either of the companies shall be allowed, at any time and at its sole discretion, to engage in an agreement with a third party for the provision of cellular telecommunications services that involves use of the core network of that company. All of the rights and obligations deriving from such service agreement shall apply solely to that company and the JV shall not be a party to such service agreement and will not be entitled to payments payable pursuant to it;

Rules regarding the administration and documentation of the meetings of PHI organs were set;

After a period of seven years from the date of the Commissioner's approval or after a period of six years from the issue date of all the approvals of the Ministry of Communications, whichever is earlier, the Commissioner shall be allowed to notify the companies of the cancellation of his resolution, if he has concluded that the establishment of the JV, its existence or operations are liable to be substantively detrimental to the competition ("Cancellation Notice"). If a Cancellation Notice is issued, a graduated layout of dismantling the JV activity was set in the Commissioner resolution, as follows:

Either of the companies shall be allowed, at any time and at its sole discretion, to engage in an agreement with a third party for the provision of cellular telecommunications services that involves use of the core network of that company. All of the rights and obligations deriving from such service agreement shall apply solely to that company and PHI shall not be a party to such service agreement and will not be entitled to payments payable pursuant to it;

After a period of seven years from the date of the Commissioner’s approval or after a period of six years from the issue date of all the approvals of the Ministry of Communications, whichever is earlier, the Commissioner shall be allowed to notify the companies of the cancellation of his resolution, if he has concluded that the establishment of PHI, its existence or operations are liable to be substantively detrimental to the competition (“Cancellation Notice”). If a Cancellation Notice is issued, a graduated layout of dismantling PHI activity was set in the Commissioner resolution, as follows:

at the end of two years after the issuance of the Cancellation Notice, ~~the JV~~PHI shall cease all activity apart from the management, maintenance and operation of the passive elements of the network.

at the end of five years after the issuance of the Cancellation Notice, the companies shall dismantle ~~the JV~~PHI and shall separate their assets fully and entirely.

~~The~~

In April 2015, the Ministry of Communications also resolved to approve the Network Sharing Agreement.

In November 2013, the Company and HOT Mobile also entered into a separate Right of Use agreement which is valid until January 4, 2017 ("(“RoU ~~Agreement"~~Agreement”), under which the Company ~~will provide~~provides services to HOT Mobile, in the form of ~~rights~~a right of use toof its cellular network. According to the RoU Agreement, HOT Mobile ~~will pay~~pays the Company fixed base payments with additional variable payments based, among other things,on traffic ~~volume~~consumption exceeding a defined threshold.

In February 2016, HOT Mobile exercised its option under the ~~event that any of the parties exercises~~ ~~the Option referred to in the~~ Network Sharing Agreement, ~~and HOT Mobile pays~~ to advance the ~~relevant portion~~payment date of the Lump Sum ~~earlier than~~ ~~January 1, 2017,~~and therefore capital expenditures and operating costs shall be shared according to the C~~apex~~-O~~pex~~ ~~Mechanism~~ ~~will~~ ~~becomes effective~~ ~~and~~ HOTCapex-Opex Mechanisms described above, from April 2016. As of this date, HOT Mobile shall also cease paying the payments payable under the RoU Agreement. See also "Item ‎‎5A.1d Network Sharing Agreement with ~~respect to the period~~ ~~that~~ ~~follow~~s ~~the~~ ~~occurrence of the foregoing~~.HOT Mobile ".

4B.9b Infrastructure

As of December 31, ~~2014,~~2015, our network consists of the following main elements:

Our radio access network domain consist of 2,067 macro GSM base transceiver stations, 82 micro GSM base transceiver stations and 427 indoor GSM transceiver stations, all linked to 7 base station controllers.

Our radio access network domain consist of 2,000 macro GSM base transceiver stations, 72 micro GSM base transceiver stations and 286 indoor GSM transceiver stations, all linked to 7 base station controllers.

~~2,063 macro UMTS base transceiver base stations (eNodesBs), 40 micro UMTS base transceiver stations and 689 indoor UMTS transceiver stations, all linked to 21 radio network controllers.~~

2,049 macro UMTS base transceiver base stations (eNodesBs), 42 micro UMTS base transceiver stations and 730 indoor UMTS transceiver stations, all linked to 21 radio network controllers.

~~1,057 macro LTE base transceiver base stations (eNodesBs), 2 micro LTE base transceiver stations and 68 indoor LTE transceiver stations~~.

1,289 macro LTE base transceiver base stations (eNodesBs), 6 micro LTE base transceiver stations and 106 indoor LTE transceiver stations.

Our core network domain consisted of 4 mobile switching centers, 3 media gateways, 2 service GPRS support node/mobility management entity and 2 gateway GPRS support node/evolved packet gateway.

The base transceiver stations, the mobile switching centers and the radio network controllers are interconnected by ~~9,500~~7,500 transmission links for voice services, and a dedicated IP radio access network and a mobile packet backbone network (IP-RAN, MPBN) for data traffic.

Since January 2008, Ericsson is our sole radio and core network equipment supplier. See “Item ‎4B.9g Suppliers”.

Our fixed-line network domain consists of circuit-switched and Voice over Internet Protocol (VoIP) platforms. Ericsson, Sonus, Broadsoft and ACME Packet supplies our VoIP solution, whereas the circuits-switched services utilize the mobile switching center platforms alongside Sonus’s switches. The International Long Distance network domain consists of Dialogic ILD Switch, together with NSN’s Signaling Transit Point.

In addition, our network is interconnected with two public switched telephone companies, Bezeq and HOT Telecom, in several locations across Israel. Our network is also connected to all of the cellular networks, all the Israeli international operators, the fixed-line telephone network of the Palestine Telecommunication Co. Ltd. (“Paltel”), and the cellular network of Wataniya Palestine Mobile Telecommunication Company (“Wataniya”), and indirectly to the cellular network of Palestine Cellular Communications Ltd. ~~("Jawwal"~~(“Jawwal”). Our transmission network is made up mainly by our own microwave links and fiber optic infrastructure, while for sites that are unreachable with our own transmission, we lease lines from Bezeq and other operators. Currently approximately 30% of our transmission network consists of leased lines. Our fiber-optic and microwave transmission network enables us to reduce our transmission costs as well as to provide our business customers with bundled services of data and voice transmission and fixed-line services. Currently, our transmission network has more than 16 hundred kilometers of fiber optics and more than 1413 hundred ~~kilometers of~~ microwave links.

Our radio networks covered 99% of the Israeli population at year-end ~~2014.~~2015. We are continuing to expand and improve the coverage, capacity and quality of our UMTS network.

4B.9c Network Design

Our primary cellular network design objective is to further expand and improve our network to provide high voice, video and packet quality, service reliability, high capacity and high coverage quality. In formulating our network design objectives, we have been guided by our business strategy to continue to broaden the highest quality network. The quality parameters that we seek to satisfy are those that we believe are important to cellular users: voice quality, high data rate packet sessions, low “blocked call” rate, low “dropped call” rate and deep indoor penetration, especially in densely populated areas or areas of special commercial interest. The two main examined parameters used to measure network performance are the setup call success rate and the dropped calls rate.

With these quality parameters in mind, we rolled out our UMTS/HSPA network starting in 2004, which shares locations with the GSM sites. In December 2007, we signed an agreement with LM Ericsson Israel Ltd. (Ericsson”) for the replacement of third party 3G radio equipment existing in our network, and in October 2010, we signed an agreement with Ericsson for the upgrade of our existing fixed-mobile network and the deployment of our fourth generation network. Ericsson is currently the main supplier of our network. See “Item ‎4B.9g Suppliers”.

We use monitoring probes and counters to ensure network quality.

Our transmission network design confers the following benefits: (i) necessary bandwidth for GSM and UMTS/HSPA and LTE services; (ii) resilience; (iii) use of high transmission rate back-bone routes based on Synchronous Digital Hierarchy; and (iv) the ability to utilize a new generation of sophisticated technology to optimize the system and increase capacity where necessary. Our switching architecture is based on two ~~transit~~STP switches connected to all of our systems and ~~platforms.~~platforms and three MSCBCs and MGWs.

In our Fixed-Line business we offer telephony lines using VoB technology, ~~PRI and~~ SIP voice trunks, PRI, Internet Services, data transmission and ILD services targeting households and business customers in the Israeli market. These services are provided over third parties’ existing network infrastructure as well as our own partially country covering infrastructure. In order to provide the Fixed-line Services in the residential market, we developed a home gateway box (smartbox), that provides the customer with a setup of a home network Wi-Fi based on the protocol 802.11n, Voice FXS and DECT supported phones, and built-in firewall. This solution enables us to provide services to our customers such as call “hijack” which allows customers to retrieve incoming mobile line calls on their fixed-line and vice-versa, improved email accounts, anti-virus and site filtering based on the customer’s restriction definition.

4B.9d Spectrum Allocation and Capacity

Spectrum availability is limited and is allocated by the Ministry of Communications through a licensing process. Pursuant to the terms of our license and subsequent allocations, we were allocated 2x10.4 MHz in the 900 MHz frequency band, of which 2 x 2.4 MHz are shared with Jawwal which operates in the West Bank and the Gaza Strip and an additional 2 x 2.4 MHz of ~~Jawwal's~~Jawwal’s spectrum is partially available to us.

We were also allocated two additional bands of spectrum: 2 x 10 MHz of ~~GSM 1800 spectrum and 2 x 10 MHz of~~ UMTS/HSDPA third generation in the 2100 MHz frequency band. We operate GSM ~~1800~~900 MHz band base transceiver stations that enhance the capacity of our ~~GSM 900 MHz network, and improve our GSM 900 MHz~~ network’s quality. In May 2012, we shifted 5MHz of our 900MHz spectrum from the 2G GSM network to the 3G HSPA+ network. In July 2014, we shifted ~~5MHz~~10MHz of our 1800MHz spectrum from the 2G GSM network to the 4G LTE network. In March 2015, the ~~acting~~ Minister of Communications approved the results of the tender bid process in which we won an additional 5 MHz in the 1800 spectrum. Hot Mobile was also awarded ~~a bandwidth~~two bandwidths of ~~2x5~~5 MHz of frequencies in the 1800 band, both of which are expected to be used for the joint venture created by the companies. ~~These additional 4G frequencies are to be allocated to Hot Mobile and to us by the Ministry of Communications, but the date of allocation has not yet~~Now that we have been ~~set. Once we are~~ allocated these frequencies, and ~~after~~have successfully ~~refarming~~refarmed our existing frequency bands and successful ~~implementation of~~implemented the Network Sharing Agreement with HOT Mobile, our total spectrum available for 4G ~~will be at least~~is 20 MHz, which ~~will allow~~allows us to offer full 4G ~~services.See "Item~~services. See “Item ‎4B.9a Overview – Cellular Network Sharing Agreement"”.

For a discussion of the risks associated with regulatory developments in spectrum allocation, see “Item ‎3D.1g We may have less access to spectrum for fourth generation (4G) services than some of our competitors as a result of network sharing agreements. We also may be required to terminate the use of certain spectrum or to share with another operator some of the spectrum we are currently using on an exclusive basis. If these developments occur, they may adversely affect our network quality and capacity as well as our ability to provide our customers with competitive advanced technology services, which may adversely affect our results of operations."”

4B.9e Enabling Systems

Our mobile UMTS network offers advanced applications and services including, among others, a mobile content portal offering a variety of services such as live TV channels, games, maps and directions application, wide range of music (MP3) services. We have installed a video gateway and a streaming server, enabling us to offer our customers a range of video services on mobile handsets.

4B.9f Site Procurement

Once a new coverage area has been identified, our technical staff determines the optimal base station location and the required coverage characteristics. The area is then surveyed to identify network sites. In urban areas, typical sites are building rooftops. In rural areas, masts are usually constructed. Technical staffs also identify the best means of connecting the base station to the network, for example, via leased or owned and operated microwave or fiber links or wired links leased from Bezeq. Once a preferred site has been identified and the exact equipment configuration for that site decided, we begin the process of obtaining necessary approvals.

The erection of most of these network sites requires building permits from local or regional authorities, as well as a number of additional permits from governmental and regulatory authorities, such as:

·	~~erection and operating permits from the Ministry of Environmental Protection;~~

·	~~permits from the Civil Aviation Authority, in certain cases; and~~

·	~~permits from the Israeli Defense Forces.~~

erection and operating permits from the Ministry of Environmental Protection;

permits from the Civil Aviation Authority, in certain cases; and

permits from the Israeli Defense Forces.

See “Item ‎‎4B.13g Network Site Permits” for a description of the approvals that are required for the erection and operation of network sites and the requirement to provide indemnification undertakings to local committees.

4B.9g Suppliers

Suppliers for ourcellular network.For a number of years, we purchased our network equipment, such as switching equipment, base station controllers and base transceiver stations and network software, from Ericsson and Nokia. Starting in January 2008, we purchase all our UMTS network equipment from Ericsson, and in 2010 we entered into an agreement with Ericsson, for the upgrade of our existing cellular networks and the deployment of our fourth generation network. The initial term of the ~~all~~ inclusive agreement with Ericsson ended on December 31, 2014. ~~Towards~~Following the ~~end~~expiration of the initial term, we began an examination process to determine the scope of the deliverables and services which have actually been provided by Ericsson under the agreement. Any deliverables and services to which Partner was entitled to that were not provided by Ericsson during the initial term are to be provided by Ericsson during 2015. We have extended the initial period ~~by an additional period of one year~~ for the provision of support and maintenance services, first by an additional period of one year (that ended on December 31, 2015) and then, by an additional period of one year ending on December 31, 2016. We have an option to further extend the agreement by ~~nine~~eight additional periods of one year each. If we wish to purchase deliverables or equipment from Ericsson beyond the scope of the agreement, we will have to reach an agreement with Ericsson on the terms, including purchase prices. As a result, as a practical matter, Ericsson has gradually become our sole supplier of ~~radio~~cellular core equipment and our main supplier of our other network infrastructures, such as GSM, GPRS, UMTS and LTE equipment, voice and data core switches, base station controllers, base transceiver stations, operation support systems and transmission systems equipment.systems. See “Item ‎10C Material Contracts”. See also “Item ‎‎~~3D.2h~~3D.2i We depend on a limited number of suppliers. Our results of operations could be adversely affected if our suppliers fail to provide us with adequate supplies of network equipment and handsets and other devices or maintenance support on a timely basis.”

We continue to purchase certain network components, for our cellular, fixed and ISP services, from various other key suppliers. For example, Alcatel-Lucent provides the Company with a pre-paid system that allows subscribers to pay set amounts in advance and thereby allows subscribers to manage their expenses for services. Alcatel-Lucent also provides an Intelligent-Network system, which implements Value Added voice Services such as VPN and Funtone (Music Ring-back Tone). ~~Juniper Networks Ireland Ltd. supplies ISP infrastructure to the Company including routers and security solutions.~~

Handset and other equipment suppliers. In 2009, we entered into a three-year agreement with Apple for the purchase and resale of iPhone handsets in Israel and upon its expiry in 2012 we entered into a new agreement with Apple for an additional three-year ~~period.~~period, which has been extended until the end of April 2016. See “Item ‎10C Material Contracts”. During ~~2014,~~2015, Apple was a major supplier of the Company’s iPhone handsets. We also purchase handsets and other equipment, including tablets and laptops, from Samsung, LG and other vendors.

Suppliers for our fixed-line network. Only the Bezeq and HOT Groups own fixed-line telecommunications infrastructures in Israel. As a result, we rely on interconnection with the Bezeq and HOT Groups’ infrastructure. Bezeq supplies the Company with fixed-line transmission services for connecting traffic between approximately 30% of the Company’s sites. The HOT Group supplies the Company with interconnect lines between the broadband backbone and the ISP backbone. See ~~"Item~~“Item ‎3D.1b ~~Regulatory~~The MoC has failed to enforce its fixed-line wholesale market reforms ~~that are~~(originally intended to allow telecommunication providers, such as Partner, that do not have their own fixed-line infrastructure to include the infrastructure component as part of their bundled service ~~offerings~~offerings). The MoC may also roll back such reforms. Such actions may negatively affect our business and results of ~~operations if insufficiently and/or improperly implemented, or~~operations. In addition, if the structural separation provisions (which apply to Bezeq and ~~HOT)~~HOT Telecom) are removed before we have established ourselves in the fixed-line ~~market."~~market, this would negatively affect our business and results of operations.” In addition, for hard-line connection to all major Western European countries and the United States, Med Nautilus supplies the Company with transmission services through its submarine infrastructure. See “Item ‎10C Material Contracts”.

Sonus Networks Inc. and Broadsoft Inc. supply us with switches for the fixed-line telephony services based on Internet Protocol (“VoIP”). As part of the mentioned above with Ericsson, these services will gradually shift to equipment supplied by Ericsson.

4B.9h Interconnection

All telecommunications providers with general licenses in Israel have provisions in their licenses requiring them to connect their networks with all other telecommunications networks in Israel. Currently, our network is connected directly with all other telecommunications networks operating in Israel.

We are currently operating without any formal interconnect agreements with Bezeq. Day-to-day arrangements with Bezeq substantially conform to a draft interconnect agreement negotiated with Bezeq. Bezeq is required by law not to discriminate against any licensed telecommunications operator in Israel with respect to the provision of interconnect services. We currently pay Bezeq an interconnection fee based on a tariff structure set forth in the Interconnection Regulations (Telecommunications and Broadcasts) (Fees for Interconnection) (2000) (“Interconnection Regulations”).

We have formal interconnect agreements with all Israeli cellular and with the other fixed-line and voice over cellular companies. The interconnect tariffs are set forth in the Interconnection Regulations that impose a uniform call interconnect tariff for all cellular operators.

Our network is connected directly to Paltel, the Palestinian fixed-line operator, Wataniya, a Palestinian cellular operator, and indirectly to Jawwal, the cellular operator of Paltel. The interconnect tariffs are set out in commercial agreements.

For a discussion of the Ministry of Communications’ reduction of interconnect tariffs see “Item ‎4B.13d - i ‎iv Reduction Ofof Interconnect Tariffs to Be Paid to Fixed-line Operators”.

Two of our subsidiaries have a domestic fixed-line license. Our subsidiaries are connected directly with all other telecommunication networks operating in Israel. The interconnection fees are set by the Interconnection Regulations.

4B.10 COMPETITION

An overview of our principal competitors and of some aspects of the competitive environment for telecommunications services is set forth below. For further information regarding the impact of regulation and regulatory changes on competition, including measures to enable new service providers to enter the market, and the competitive pressures arising from the development of full-service telecommunications providers and new technologies, see “Item ‎3D.1 ~~RISKS RELATING TO THE REGULATION OF OUR INDUSTRY.~~Risks Relating To The Regulation Of Our Industry.” and “Item ‎3D.2a ‎As a result of substantial and continuing changes in our regulatory and business environment, our operating results have decreased significantly in the past ~~four years.~~five years, with a loss recorded for 2015. Our operating results may continue to decline in ~~2015~~2016 and beyond, which may adversely affect our financial ~~condition.~~condition.”

Within the Israeli telecommunications market there are 4 major communication groups: Bezeq, HOT, Cellcom and Partner, as well as a number of smaller operators. See Item "‎3D.2e Competition resulting from the full service offers by telecommunications groups and additional entrants into the mobile telecommunications market, as well as other actual and potential changes in the competitive environment and communications technologies, may continue to cause a further decrease in tariffs, an increase in subscriber acquisition and retention costs, and may continue to reduce our subscriber base and increase our churn rate, each of which could adversely affect our business and results of operations."

4B.10a Competitors in the Cellular Services market

There are currently five cellular telephone network operators in Israel: Partner, Cellcom, Pelephone, HOT Mobile, and Golan Telecom. Except for Golan Telecom, these cellular operators are part of the four main telecommunications groups. In addition, there are ~~three~~two active MVNO operators – Hashikma Communications Marketing Ltd., (“Rami Levy”)~~; Alon Cellular Ltd. (“Alon Cellular”);~~ and Home Cellular Ltd. (“Home Cellular”).

We compete principally on the basis of telecommunications service quality, brand identity, variety of handsets ~~and~~ and other equipment, tariffs, value-added services and the quality of customer services.

The table below sets forth an estimate of each operator’s share of total subscribers in the Israeli cellular market at December 31, ~~2010,~~ 2011, 2012, 2013, 2014 and estimates for ~~2014.~~2015.

Estimated Market Shares*	2011			2012			2013			2014			2015

Partner		32	%		29	%		29	%		28	%		27	%
Cellcom		34	%		32	%		31	%		29	%		28	%
Pelephone		29	%		28	%		26	%		25	%		26	%
HOT Mobile		5	%		8	%		8	%		10	%		11	%
Golan Telecom and others		-			3	%		6	%		8	%		8	%

Estimated Market Shares* 2010 2011 2012 2013 2014

Partner 32 % 32 % 29 % 29 % 28 %
Cellcom 34 % 34 % 32 % 31 % 29 %
Pelephone 29 % 29 % 28 % 26 % 25 %
HOT Mobile 5 % 5 % 8 % 8 % 10 %
Golan Telecom and others - - 3 % 6 % 8 %

* Based on Partner subscriber data, as well as information contained in published reports, and public statements issued by other operators. The estimated market shares for ~~2014~~2015 are also based on data regarding the number of subscribers porting between operators.

Cellcom. Cellcom is an Israeli corporation founded in 1994 that is traded both on the Tel Aviv stock exchange as well as NYSE. ~~The company's~~Cellcom’s major beneficial shareholder ~~until January 2014 was~~is Discount Investment Corporation ~~Ltd,~~Ltd., a majority-owned subsidiary of IDB Development Corporation Ltd. ~~("IDBD"~~(“IDBD”), which ~~in turn is a wholly-owned subsidiary of IDB Holding Corporation Ltd. (“IDBH”). In January 2014, the Israeli court approved a creditors' arrangement for IDBH, under which IDBD~~ is controlled by the Elzstain - Extra group, led by Mr. Eduardo ~~Elzstain and Mr. Mordechai Ben Moshe.~~Elzstain. In August 2011, Cellcom acquired Netvision, an Israeli operator of domestic fixed-line services using VoB technology, PRI, transmission and data communications services, ISP services and ILD. Cellcom operates nationwide cellular telephone networks based on GSM 1800 MHz/GPRS,EDGE and UMTS/HSDPA HSUPA technologies as well as fixed-line telephony, transmission and data ~~services. Recently~~services and has partially deployed LTE. In 2014, Cellcom launched OTT television ~~services over internet~~ services. In November, 2015, Cellcom announced that it entered into an agreement with Golan Telecom and its shareholders for the purchase of 100% of the shares of Golan Telecom.

Pelephone. Pelephone is an Israeli corporation that is a wholly-owned subsidiary of Bezeq, Israel’s largest telecommunications provider and the primary fixed-line operator that is controlled by B Communications Ltd., a company indirectly controlled by Shaul Elovitz, the controlling shareholder of Eurocom Communications Ltd., which is the official distributor of, among others, the Nokia group in Israel. Bezeq and its subsidiaries offer fixed-line telephony services, cellular telephony services, PRI, internet broadband access, ISP services, transmission and data communications services, ILD services and multi- channel television services. Since 2009, Pelephone has a UMTS/HSPA ~~network.~~network and has partially deployed LTE.

Bezeq – Yes merger.In March 2014, the Antitrust Commissioner approved ~~the~~a merger between Bezeq and ~~Yes,~~its subsidiary, DBS Satellite Services (1998) Ltd. (“Yes"), a multi-channel pay television provider, subject to certain conditions, including, ~~inter alia~~,among other things, the following: (1) Bezeq shall not impose any limitations on subscriber internet infrastructure consumption, deriving from subscriber aggregated internet capacity; (2) Bezeq shall deduct sums for providing multi-channel television servicing from payments made to ISPs for connecting it to its network, in accordance with a formula that was set in the decision; (3) Bezeq and Yes shall cancel all exclusivity arrangements in regards to productions they are a party to, and shall not be a party to other exclusivity arrangements for othe productions; and (4) for a period of two years from the merger approval, Bezeq shall not prevent any person, excluding a holder of a broadcast license at the time of the decision, from obtaining rights in original productions, not including new productions. The ~~Commissioner's~~Commissioner’s decision allows the same entity to control both Bezeq and Yes. ~~The~~In July 2015, the Ministry of Communications ~~has not yet~~ approved the merger. Such merger may increase Bezeq’s incentives to prevent or limit Partner and other competitors’ ability to provide over-the-top (OTT) multi-channel television services, if Partner or the other competitors should choose to enter the television market. In July 2015, Pelephone entered into an agreement to acquire the business operations of Alon Cellular Ltd., an MVNO that entered the cellular market in 2012. The regulatory approvals were received and the transaction was completed in October 2015.

~~New~~Other Operators

Hot Mobile. HOT Mobile holds a general license to provide mobile telecommunications services. HOT Mobile’s legacy network is an iDEN network. HOT mobile is held indirectly by the Altice Group, a French media group, controlled by Mr. Patrick Drahi, who also holds control of HOT Telecommunications Systems Ltd. ("(“HOT ~~Telecommunications"~~Telecommunications”), a multi-channel television operator in Israel. In December 2012, HOT Telecommunications was delisted from the Tel-Aviv Stock Exchange. The HOT Group’s main areas of activity are multi- channel television services, fixed-line telephony services, PRI, internet broadband access, transmission and data communications services as well as ISP services through its subsidiary HOT-NET. In November 2011, HOT Telecommunications acquired all of the outstanding shares of HOT Mobile. HOT Mobile’s cellular license was amended to include UMTS frequencies allocated subsequent to winning a Ministry of Communications’ tender offer for frequencies in the 2100 MHz spectrum. The HOT Group, which operates its 3G services under the brand name of HOT Mobile, is required to utilize the 2100 MHz spectrum to build full country coverage. ~~Since this network is currently only partially deployed, its subscribers roam on Pelephone's network that has nationwide coverage.~~

Partner and HOT Mobile entered into a right of use agreement, which took effect in November 2013, and is valid until ~~January 4, 2017.~~April 1, 2016. Under the right of use agreement, Partner provides services to HOT Mobile in the form of a right of use ~~to Partner's~~of Partner’s radio cellular network in order to supplement HOT Mobile’s current network coverage. According to the right of use agreement, HOT Mobile pays Partner fixed base payments with additional variable payments, based, among other things, on traffic volume exceeding a defined threshold. See ~~"Item~~“Item ‎4B.9 Our Network- Cellular Network Sharing Agreement"”.

Golan Telecom. Golan Telecom, is a privately owned company, owned by Michael Golan, Xavier Niel and the Parienti family and began operations in early 2012 after winning a Ministry of Communications’ tender offer for frequencies in the 2100 MHz spectrum. Golan Telecom signed a national roaming agreement with Cellcom. In November, 2015, Cellcom announced that it entered into an agreement with Golan Telecom and its shareholders for the purchase of 100% of the shares of Golan Telecom. This agreement is subject to the receipt of the approvals of the Ministry of Communications and the Antitrust Commissioner, both of which have not yet approved the acquisition.

Hot Mobile and Golan Telecom licence terms. Under the terms of HOT Mobile and Golan ~~Telecom's~~Telecom’s licenses, the companies which won the UMTS frequency tender offer were required to pay a minimal fee as well as a guarantee for the balance to the Ministry of Communications before starting operations and to pay the balance of the fee to ensure compliance with the terms of the license after 5 years. However, as an incentive for these companies to rapidly build and expand their customer base, the final total amount of their fees and guarantees is calculated according to the level of the coverage of their services and will be reduced as the level of coverage increases. This incentive has been a significant factor in the aggressive marketing strategies and pricing of the additional entrants in order to gain market share, which, in light of the current saturation of the Israeli cellular market, has resulted in loss of market share by existing companies, including Partner, and substantial downward pressure on tariffs. In November 2013, the Ministry of Communications reduced HOT ~~Mobile's~~Mobile’s license guarantee ~~because~~since it achieved the market share goal of 7%. In March 2014, the Ministry of Communications reduced ~~Golan's~~Golan Telecom’s license guarantee ~~because~~since it achieved the market share goal of 7%.

HOT Mobile and Golan Telecom received additional leniencies as part of the ~~recent~~ 4G tender. See ~~"Item~~“Item ‎~~3D.2d~~3D.2e Competition resulting from the full service offers by telecommunications groups and additional entrants into the mobile telecommunications market, as well as other actual and potential changes in the competitive environment and communications technologies, may continue to cause a further decrease in tariffs, an increase in subscriber acquisition and retention costs, and may continue to reduce our subscriber base and increase our churn rate, each of which could adversely affect our business and results of operations."”

Xphone. Xphone is a privately owned company that currently operates as an ILD operator however it was awarded 5MHz frequency band in the 1800 spectrum following which it may become the sixth facility based cellular operator if they are granted a license.

MVNOs

The Ministry of Communications has granted MVNO licenses to 11 companies, 5 of which had entered the market as of December 31, 2014. The major MVNOs are Rami Levy, which is a subsidiary of a major Israeli discount supermarket chain, Home Cellular which is a subsidiary of a leading group that owns, among others, hardware and home furnishing stores, which was acquired by Cellcom in July 2015 and Alon Cellular which iswas owned by Alon Holdings, ~~and also~~that controls a leading retail and gas station chain. In ~~December 2011, we signed a hosting~~July 2015, Pelephone entered into an agreement ~~with~~to acquire Alon ~~Cellular with respect to their use of Partner’s network as an MVNO. However, Pelephone has reported that~~Cellular. The regulatory approvals were received and the transaction was completed in December 2013, Alon Cellular signed a hosting agreement with Pelephone. We are uncertain as to the future implications for the Company of the new hosting agreement between Pelephone and Alon Cellular, since we lack information regarding the scope of services that the Company will continue to provide to Alon Cellular by virtue of our prior hosting agreement with Alon Cellular (until the date of its termination). We are also uncertain as to whether our agreement with Alon Cellular will terminate prior to the original termination date. In light of the above, the Company is unable, to evaluate the effect of the hosting agreement signed between Alon Cellular and Pelephone on our financial results. October 2015.

In May 2013, we signed a hosting agreement with Azi Communications Ltd. with respect to their use of Partner’s network as an MVNO.

Following a hearing published by the Ministry of Communications, in November 2014, the Ministry published an administrative decision, regarding the pricing of MVNO hosting by cellular operators. The ~~Ministry~~MoC has decided that the reference point for whether a hosting price is considered reasonable will be the most favorable business proposals each cellular operator has offered to its commercial subscribers. An MVNO that claims that the hosting conditions prevent it from competing and does not reach an agreement with a cellular operator to change them, particularly as regards the price, may request the Minister of Communications to evaluate whether they are reasonable. As a result, the pricing we charge to host MVNOs on our network may be affected causing an adverse ~~impacton~~impact on our revenues.

~~Other competitors~~

In addition, Paltel operates a GSM mobile telephone network under the name “Jawwal” in the Palestinian Administered Areas. Paltel also operates a fixed-line network. Paltel’s GSM network competes with our network in some border coverage overlap areas. A second Palestinian operator, Wataniya launched its GSM network during 2009.

Several service providers offer competitive roaming solutions. The service is offered, inter alia, by the International Long Distance vendors as well as by specialized enterprises.

See also ~~"Item~~“Item ‎3D.1c ~~Recent and potential~~Potential future regulation and negotiation of roaming tariffs, both within Israel and elsewhere, may increase our roaming expenses, decrease our roaming revenues and prevent us from raising our tariffs."

~~4B.10b Selected~~Market Saturation. Because the Israeli cellular market has reached a level of full saturation, except for natural market growth through the growth of population, any acquisition of new ~~technologies affecting the competitive environment~~subscribers by any service provider results in a loss of market share for ~~Cellular Services~~

The Ministry of Communications updated fixed operators’ licenses to allow for the provision of VoC based services. For a discussion of the risks created by our competitive environment, including risks arising in connection with government measures to increase competition, see “ Item ‎~~3D.2m The telecommunications industry is subject to rapid and significant changes in technology and industry structure which could reduce demand for our services."~~ ‎its competitors.

~~4B.10c~~

4B.10b Competitors in Fixed-line Services

In the fixed-line market, ~~we compete with~~our main competitors are Bezeq, Israel’s largest telecommunications provider and the primary fixed-line operator, HOT Telecom, and other telecommunication services providers, including Cellcom who ~~are entering~~operate in the fixed-line market. ~~Both the~~The Bezeq Group, ~~and~~the HOT Group and Cellcom provide cellular telephony services, ILD services, PRI, internet broadband access, ISP services, transmission and data communications services and multi-channel television services.

The Bezeq Group. The Bezeq Group ~~offers bundles of services subject to its~~is under structural separation ~~limitations~~rules which apply to management, employees, assets, marketing and ~~the approval of~~finance and data systems. Starting in 2010, the Ministry of ~~Communications.~~Communications has allowed the Bezeq Group to market bundled telecommunications services to the private sector, subject to certain conditions and limitations, including provisions which prevent Bezeq from discounting the price of bundled services from their unbundled prices and from including its fixed-line telephony service within bundles. See “Item ‎4B.2 Broadband and Internet services.” Following implementation of the broadband wholesale market, the requirement for structural separation may be removed, which would allow Bezeq to take advantage of its nationwide presence and cross-subsidization to market and sell more competitive and attractive offers than we will be able to offer, including cellular services. Bundled offerings have become more frequent in Israel and have caused price erosion in the services included. See “Item ‎3D.1b The MoC has failed to enforce its fixed-line wholesale market reforms (originally intended to allow telecommunication providers, such as Partner, that do not have their own fixed-line infrastructure to include the infrastructure component as part of their bundled service offerings). The MoC may also roll back such reforms. Such actions may negatively affect our business and results of operations. In addition, if the structural separation provisions (which apply to Bezeq and HOT Telecom) are removed before we have established ourselves in the fixed-line market, this would negatively affect our business and results of operations.”

The HOT Group. The HOT Group may offer ~~bundled~~a bundle of services ofonly including fixed-line ~~internet~~telephony, broadband ~~access~~infrastructure and ~~multi -channel~~multi-channel television ~~("triple"~~(“Triple”). The bundle of services currently offered by the HOT Group does not include cellular services (other than a bundle of cellular services with ISP services ~~recently~~ offered by its subsidiaries HOT Mobile and ~~HOT-NET)~~Hot-Net Internet Services Ltd. (“HOT-NET”)).

The Ministry of Communications allowed HOT Telecom LLP, HOT Telecommunication and HOT Mobile to sell and market each ~~other's~~other’s services and exchange information regarding such marketing activities. ~~See "Item~~ ‎~~4B.13d - ix The Ministry of Communications policy regarding the fixed-line telecommunications sector".~~

Upon an effective wholesale fixed-line market, the Ministry of Communications may cancel the structural separation imposed on the Bezeq and HOT Groups. This will allow the groups to offer attractive bundles that include all of the above services that may result in a loss of market share by Partner in all relevant telecom markets. See ~~"Item~~“Item ‎3D.1b ~~Regulatory~~The MoC has failed to enforce its fixed-line wholesale market reforms ~~that are~~(originally intended to allow telecommunication providers, such as Partner, that do not have their own fixed-line infrastructure to include the infrastructure component as part of their bundled service ~~offerings~~offerings). The MoC may also roll back such reforms. Such actions may negatively affect our business and results of ~~operations if insufficiently and/or improperly implemented, or~~operations. In addition, if the structural separation provisions (which apply to Bezeq and ~~HOT)~~HOT Telecom) are removed before we have established ourselves in the fixed-line ~~market."~~market, this would negatively affect our business and results of operations.”

~~There are currently two major~~The Cellcom Group. Cellcom provides landline telephony, transmission, PRI, ISP ~~providers in Israel that we compete with: Bezeq International~~ and ~~Netvision from~~data services through inland fiber optic transmission and complementary microwave links to business customers and private sectors. Since February 2015, Cellcom began marketing an ADSL infrastructure product (wholesale Bit Stream Access service provided over Bezeq's network). During 2015, Cellcom entered the ~~Cellcom Group. The three companies hold approximately 90% of~~television market using hybrid OTT-DTT television services which may be bundled with additional IP TV or over the ~~ISP market. HOT-NET is estimated to hold approximately 9% of the ISP market, and the remaining approximate 1% of the ISP market is estimated to be held by smaller operators.~~top (OTT) offerings.

In the ILD services market, we compete with Netvision from the Cellcom Group, Bezeq International, Xphone, Hashikma N.G.N International Communications 015 Ltd. Telzar International Telecommunication Service Ltd, Golan Telecom International Ltd. and HOT Mobile International Telecommunications Ltd.

See also “Item ‎‎4B.2 Special characteristics of the Fixed-Line Telecommunications Industry in Israel”.

Israel Broadband Company (IBC). IBC received a general license for the provision of fixed-line telecom services (infrastructure) and for the establishment of a nationwide optic fiber network using the Israeli Electric Company’s infrastructure in August 2013. IBC is owned by Israel Electric Corporation (40%) and a consortium of companies elected as the winning bidder in the election process, which is comprised of the following companies: ViaEuropa Israel Ltd., RAPAC Communication & Infrastructure Ltd., BATM advanced Communication Ltd., Tamares Holdings Sweden AB and Zisapel Properties (1992) Ltd. and Cisco Systems Finance International (60%). Although IBC is in principle permitted to provide its services only to other telecommunications licensees on a wholesale basis, IBC has introduced a new business model which enables it to reach the retail market through the services of ISPs who sign agreements with them. Currently, IBC has agreements with the relatively small ISPs while the three major ISPs in Israel (Bezeq International, Netvision and Partner) have no distribution agreements with IBC.

5453

4B.11 INFORMATION TECHNOLOGY

We depend upon a wide range of information technology systems to support network management, subscriber registration and billing, customer service, marketing and management functions. These systems execute critical tasks for our business, from rating and billing of calls, to monitoring our points of sale and network sites, to managing highly segmented marketing campaigns. We have devoted resources to expanding and enhancing our information technology systems, including Customer Relations Management (“CRM”) systems, which have contributed to our customers’ satisfaction with our service, as well as updating our financial management and accounting system. We believe these systems are an important factor in our business success.

While many of our systems have been developed by third-party vendors, all of them have been modified and refined to suit our particular needs. In certain instances, we have developed critical information technology ~~systems~~capabilities internally to meet our specific requirements. For example, significant segments of our CRM and business information infrastructure were developed internally and were designed to integrate our customer service outreach with our overall sales and marketing effort. In connection with our transformation into a diversified multi-service communications provider, we have completed ~~the first milestone~~significant milestones in our CRM upgrade project. We are upgrading our Enterprise Service Bus ~~("ESB"~~(“ESB”) and ~~Enterprise Resource Planning (“ERP”) systems~~contact center with systems that are better suited to our current and future needs.

We have upgraded many of our older servers in the infrastructure to newer and stronger servers. All the servers that we have upgraded that are used for core applications are installed in two different sites. In addition, the Company invested resources to improve the quality of the IT processes and billing accuracy.

4B.12 INTELLECTUAL PROPERTY

We are the registered owners of the trademark “Partner” in Israel with respect to telecommunications-related devices and services, as well as additional trademarks. We have also registered several internet Web domain names, including, among others: ~~www.partner.co.il and www.orange.co.il.~~www.partner.co.il. 012 Smile is the registered owner of several trademarks in Israel with respect to telecommunications-related services that include the numbers “012”. In addition, 012 Smile has registered several internet Web domain names, including, among others, www.012.net and www.012.net.il. Partner is the assignee in a patent application filed in March 2012 that claims a method for delivering short messages originated by roaming prepaid subscribers. A Notice of Allowance was issued for the application in September 2013 and a patent was issued on January 14, 2014.

We have entered into a brand license agreement with Orange International Developments Limited, a subsidiary of Orange Limited, formerly Orange plc, further assigned to Orange Brand Services Limited, a member of the France Telecom Group (“Orange”). Under this agreement, we have the exclusive right to use the Orange brand in Israel. The term of the brand license agreement began on July 1, 1998. The license was royalty-free until June 2013; however, pursuant to an amendment to the brand license agreement entered into in January 2012, we began paying royalties in April 2012. Royalties payable are based on a percentage of the Company’s revenues from the provision of services offered under the Orange brand. Under the brand license agreement, we are required to comply with the Orange brand guidelines established by Orange. We have the right to use the Orange brand as long as we are able and legally eligible under the laws of Israel to offer telecommunications services to the public in Israel. However, the brand license agreement may be terminated by mutual agreement or by either party if the other party has materially breached the agreement and such a breach has not been remedied within a certain time period. We also entered into a brand support/technology transfer agreement with Orange Personal Communications Services Limited, further assigned to Orange. The agreement is intended to enable Orange to provide us with information and expertise to support the orange brand in Israel at an agreed cost. See “Item ‎‎~~3D.2p Our marketing strategy relies on using the international Orange brand. If our brand license agreement terminates or is revoked, we will lose one of our main competitive strengths.”~~

In addition, we are a full member of the GSMA Association. In conjunction with the promotion and operation of our GSM network, we have the right to use their relevant intellectual property, such as the GSM trademark and logo, security algorithms, roaming agreement templates, and billing transfer information file formats. We are eligible to remain a member of the GSMA Association for as long as we are licensed to provide GSM service.

4B.13 REGULATION

4B.13a Overview

We operate within Israel primarily under the Telecommunications Law, the Wireless Telegraphy Ordinance (New Version), 1972 (the “Wireless Telegraphy Ordinance”), the regulations promulgated by the Ministry of Communications and our license. The Ministry of Communications issues the licenses which grant the right to establish and operate mobile telephone and other telecommunication services in Israel, and sets the terms by which such services are provided. The regulatory framework under which we operate consists also of the Planning and Building Law, the Consumer Protection Law, 1981, and the Non-Ionizing Radiation Law. Additional areas of Israeli law may be relevant to our operations, including antitrust law, specifically the Restrictive Trade Practices Law, 1988, the Class Actions Law, 2006, the Centralization Law, 2013 and administrative law.

4B.13b Telecommunications Law

The principal law governing telecommunications in Israel is the Telecommunications Law and related regulations. The Telecommunications Law prohibits any person, other than the State of Israel, from providing public telecommunications services without a license issued by the Ministry of Communications.

General licenses, which relate to telecommunications activities over a public network or for the granting of nationwide services or international telecommunications services, have been awarded to the Bezeq Group, to the HOT Group, to four other cellular operators besides Partner and to the international operators. In addition, the Ministry of Communications has granted MVNO licenses to a number of companies. During 2015, the Ministry of Communications began to substitute all MVNO licenses, general licenses for ILD services and unique-general licenses for fixed line services, with a single type of General Unified license which governs all the services regulated under all of such licenses.

The Ministry of Communications has the authority to amend the terms of any license. The grounds to be considered in connection with such an amendment are government telecommunications policy, public interest, the suitability of the licensee to perform the relevant services, the promotion of competition in the telecommunications market, the level of service and changes in technology. The Ministry of Communications may also make the award of certain benefits, such as new spectrum, conditional upon the licensee’s consent to a license amendment. The Ministry of Communications also has the authority to revoke, limit or suspend a license at the request of the licensee or when the licensee is in breach of a fundamental condition of the license, when the licensee is not granting services under the license or is not granting services at the appropriate grade of service or when the licensee has been declared bankrupt or an order of liquidation has been issued with respect to the licensee. Public interest may also be grounds for the rescission or suspension of a license.

The Ministry of Communications, with the consent of the Ministry of Finance, may also promulgate regulations to determine interconnect tariffs, or formulae for calculating such tariffs. Moreover, the Ministry of Communications may, if interconnecting parties fail to agree on tariffs, or if regulations have not been promulgated, set the interconnect tariff based on cost plus a reasonable profit, or based on each of the interconnecting networks bearing its own costs.

The Telecommunications Law also includes certain provisions which may be applied by the Ministry of Communications to general licensees, including rights of way which may be accorded to general licensees to facilitate the building of telecommunications networks or systems and a partial immunity against civil liability which may be granted to a general licensee, exempting the licensee, inter alia, from tort liability with the exception of direct damage caused by the suspension of a telecommunications service and damage stemming from intentional or grossly negligent acts or omissions of the licensee. The Ministry of Communications has applied the partial immunity provisions to us, including immunity in the event that we cause a mistake or change in a telecommunication message, unless resulting from our intentional act or gross negligence. The Ministry of Communications initiated a review to re-evaluate the scope of the immunity provisions.

The Ministry of Communications is authorized to impose significant monetary sanctions on a license holder that breaches a provision of the Telecommunications Law or of its license.

Frequency Fees. Under the Telegraph Regulations, the Company is committed to pay an annual fixed fee for each frequency used. For the years ~~2012,~~ 2013, 2014 and ~~2014,~~2015, the Company paid a total amount of approximately NIS 5960 million, NIS 60 million and NIS 6065 million, respectively. See also Note ~~18(b)(1)~~17(1) to the consolidated financial statements.

Royalties. Pursuant to the Communications Regulations (Telecommunications and Broadcasting) (Royalties), 2001, we pay royalties to the State of Israel every quarter based on our chargeable revenues, as defined in the regulation, from mobile telephone services, fixed-line services and ILD services, on a cumulative basis, excluding value-added tax. Revenues for purposes of royalty calculation also exclude different payments as in the regulations for each of the above services. The rate of these royalties has decreased in recent years. The royalty rate for 2012 was set at 1.3% and since 2013 the rate has been set at 0%.

4B.13c Fair Competition and Antitrust Law

Provisions prohibiting Partner from engaging in anti-competitive practices can be found in our license and in the licenses of the other telecommunications operators, in the various telecommunications regulations and in the Restrictive Trade Practices Law. Our license emphasizes the principle of granting users equal access to the systems of each of the operators upon equitable terms. The Telecommunications Law also provides certain protection against disruption of telecommunications services.

The Restrictive Trade Practices Law is the principal statute concerning restrictive practices, mergers and monopolies. This law prohibits a monopoly from abusing its market position in a manner that might reduce competition in the market or negatively affect the public. The law empowers the Commissioner of Restrictive Trade Practices to instruct a monopoly abusing its market power to perform certain acts or to refrain from certain acts in order to prevent the abuse. Bezeq has been declared a monopoly in certain markets, a ruling it failed to challenge successfully.

4B.13d Regulatory Developments

See also “Item‎3D.1 RISKS RELATING TO THE REGULATION OF OUR INDUSTRY” for a discussion of how recent regulatory developments create risks for our financial condition, business and results of operations.

4B.13d - i Consumer Protection License Amendments

The Ministry of Communications has begun conducting a new hearing to address various alleged consumer issues. We are currently in the process of examining these suggested amendments and cannot yet assess the impact such amendments may have on the various areas of our business if our cellular license is amended as proposed in this hearing.

4B.13d - iii Filber Committee

In October 2015, the Minister of Communications appointed a committee, headed by the Director General of the Ministry of Communications, Mr. Shlomo Filber (the "Filber Committee") to advise on the future regulation of the broadcasting and content market. According to the letter of appointment, the Filber Committee has been requested to formulate recommendations and to suggest that a bill should be introduced for its implementation regarding the following issues: encouragement for new entry into the broadcast market and encouragement of market competition (including by new entrant protections); application of regulation on new content bodies in the market; encouraging Israeli original productions; the implications of the increase in content services provided over broadband and the supervisory and enforcement arrangements, if required. The Filber Committee published an interim report in which it described its draft recommendations. Such draft recommendations include the adoption of the principle of technology-neutral regulation. This would translate, inter alia, to the application of regulation on audio visual content transmitted over the internet. However the Filber Committee suggests that regulation would be applied differently to different kinds of audio-visual service providers. for example, providers of "television services" (audio visual services which are intended for the Israeli market or contain 4 or more linear channels) would be subjected to "soft regulation" which would include a content rating system, protection of minors, accessibility requirements, and a choice between advertising or subscription fees as the source of funding. The Company has filed its position with the Filber Committee in which it argues for more lenient terms to be applied to new entrants and for specific arrangements which would alleviate entry barriers and encourage entry into the market. If the Filber Committee decides not to recommend to apply such protections, then we might not be able to penetrate this market and to successfully launch a competitive multi-channel offering.

4B.13d - iii Reduction Ofof Interconnect Tariffs to Be Paid to Cellular Operators

In September 2010, the interconnect tariffs payable to Israeli cellular operators by other Israeli telecommunications operators were updated:

	·	the maximum interconnect tariff payable by a telecommunications operator to a cellular operator for the completion of a call in its cellular network was reduced from the tariff of NIS 0.251 per minute to NIS 0.0687 per minute effective January 1, 2011; to NIS 0.0634 per minute effective January 1, 2012; to 0.0591 per minute effective January 1, 2013; and to NIS 0.0555 per minute effective January 1, 2014; and

	·	the maximum interconnect tariff payable by a telecommunications operator to a cellular operator for sending an SMS message to its cellular network was reduced from the tariff of NIS 0.0285 to NIS 0.0016 effective January 1, 2011; to NIS 0.0015 effective January 1, 2012; to NIS 0.0014 effective January 1, 2013; and to NIS 0.0013 effective January 1, 2014.

the maximum interconnect tariff payable by a telecommunications operator to a cellular operator for the completion of a call in its cellular network was reduced from the tariff of NIS 0.251 per minute to NIS 0.0687 per minute effective January 1, 2011; to NIS 0.0634 per minute effective January 1, 2012; to 0.0591 per minute effective January 1, 2013; and to NIS 0.0555 per minute effective January 1, 2014; and

the maximum interconnect tariff payable by a telecommunications operator to a cellular operator for sending an SMS message to its cellular network was reduced from the tariff of NIS 0.0285 to NIS 0.0016 effective January 1, 2011; to NIS 0.0015 effective January 1, 2012; to NIS 0.0014 effective January 1, 2013; and to NIS 0.0013 effective January 1, 2014.

The tariffs do not include VAT and are to be updated annually on January 1 of each year starting January 1, 2011, in accordance with the CPI, using the average annual CPI for the year 2009 (as defined by the Israeli Central Bureau of Statistics) as the basic CPI. In addition, the interconnect tariffs were linked to the royalty rates that applied to telecommunication operators in accordance with the royalty regulations.

In ~~2014,~~2015, the maximum, updated and CPI-adjusted tariff per minute excluding VAT was NIS ~~0.0615~~0.0613 for completion of a call in a cellular network and NIS 0.0014 excluding VAT for completion of an SMS message. As of January 1, ~~2015,~~2016, the maximum, updated and CPI-adjusted tariff per minute excluding VAT is NIS ~~0.0613~~0.0609 for completion of a call inon a cellular network and remains NIS 0.0014 excluding VAT for completion of an SMS message.

4B.13d - iiiv Reduction Ofof Interconnect Tariffs to Be Paid to Fixed-line Operators

In October 2013, the Ministry of Communications published its decision following a hearing conducted regarding a change in interconnect tariffs for the completion of a call on a fixed-line network. According to the decision, effective December 1, 2013, the maximum uniform tariff for the completion of a call on a fixed-line network ~~will be~~was NIS 0.01 (1 agora), excluding VAT per minute, for all hours of the day, instead ~~of the current tariffs~~ of NIS 0.0421 per minute during peak hours and NIS 0.0234 per minute during off-peak hours. The tariff ~~will~~is to be updated annually in accordance with changes to the CPI. Accordingly, ~~from~~in 2015, the maximum, updated and CPI-adjusted tariff per minute excluding VAT was NIS 0.01 for completion of a call on a fixed-line network. As of January 1, ~~2014,~~2016, the maximum, updated and CPI-adjusted tariff ~~was adjusted to NIS 0.0101~~per minute excluding VAT ~~per minute.~~

~~4B.13d - iii~~ ~~Payment Conditions to MVNO Hosting by Cellular Operators~~is NIS 0.0100 for completion of a call on a fixed-line network.

~~Following a hearing published by~~4B.13d - v Premium services regulation

In June 2014, the Ministry of Communications ~~in November 2014 the MoC~~ published ~~an administrative~~its decision regarding ~~payment conditions~~premium services following a public hearing. The decision applies to ~~hosting MVNO by cellular operators. The MoC decided that~~certain telecommunications licensees, including the ~~reference point for~~Company, and was due to become effective as of February 15, 2015. Following an appeal to the ~~examination~~Supreme Court, the implementation of the ~~reasonability~~regulation was delayed until October 1, 2015. In the MoC's decision (and its amendments) it was determined, among other things that all premium rate services may be provided through only three prefixes, two of which shall be blocked as a default. The relevant licensees would be required to announce at the beginning of each premium rate call the nature of the ~~hosting conditions~~service and its rate and maximum cost (and that such costs are in addition to the usual charges). The subscriber will be ~~the most favorable business proposals each cellular operator has offered~~allowed to ~~its commercial subscribers. An MVNO claiming that the hosting conditions prevent it from competing and do not reach an agreement with~~disconnect without being charged. Our revenues in 2016 are likely to be adversely affected as a ~~cellular operator for the change~~result of the hosting conditions, may approach the Minister of Communications for his evaluation of the reasonability of such conditions. Low payments by MVNOs may intensify the competition and have a negative effect on the Company's financial results.this decision.

4B.13d - ivvi LTE Spectrum Allocation

The Israeli Ministry of Communications published a 4G frequencies tender in July 2014. In connection with the tender the Company provided the government with a bank guarantee in the amount of NIS 10 million. Operators who were allocated with frequencies as part of the tender will be allowed to provide 4G services in the 1800 MHz spectrum.

In March 2015, the acting Minister of Communications approved the results of the tender bid process in which we won an additional 5 MHz in the 1800 spectrum (in addition to our 10 MHz frequency bands in the 1800 spectrum). Golan Telecom, Hot Mobile and Xphone were also each awarded a bandwidth of 2x5 MHz of frequencies in the 1800 band, Cellcom was awarded a bandwidth of 2x3 MHz of frequencies in the 1800 bandand Pelephone was awarded three bandwidths of 2x5 MHz each of frequencies in the 1800 band. ~~These~~In August 2015, the Ministry of Communications allocated the frequency bandwidth of 5MHz in the 1800MHz spectrum to the Company, which the Company was awarded, as part of the 4G frequencies tender.

This frequency allocation, in addition to the 10 MHz which are in the Company's use, together with the 5 MHz band allocated to ~~be allocated, but~~Hot Mobile which is a party to the ~~date~~joint venture, will allow the Company to realize a 20 MHz band for its 4G services and offer its customers a significantly improved data experience through a national deployment of ~~allocation has not yet been set.~~its 1,400 4G sites that are already active. See "‎Item 4B.9a Overview".

Hot Mobile, Golan Telecom, and Xphone, will be entitled to a discount at a rate of up to 50% of the amount that they will have to pay for the 4G frequencies (each addition of 1% market share will grant a discount at a rate of 10%, up to a maximum discount at a rate of 50%, during a period of 5 years).

The LTE spectrum bid rules, published by The Ministry of Communications, place restrictions with respect to the maximum LTE spectrum holdings for a specific operator. The current policy does not allow a single operator to hold more than 15 MHz of LTE spectrum if it plans to share its network with another operator. Because of this, ~~Partner's~~Partner’s LTE network performance is highly dependent on the Network Sharing Agreement with Hot Mobile. Furthermore, if we fail to refarm some of our existing spectrum in the 1800 band (currently used to provide GSM services), this may place us at a disadvantage compared to our competitors. See ~~"Item~~“Item ‎3D.1g We may have less access to spectrum for fourth generation (4G) services than some of our competitors as a result of network sharing agreements. We also may be required to terminate the use of certain spectrum or to share with another operator some of the spectrum we are currently using on an exclusive basis. If these developments occur, they may adversely affect our network quality and capacity as well as our ability to provide our customers with competitive advanced technology services, which may adversely affect our results of operations."”

4B.13d - ~~v Network Sharing Policy~~

In May 2014, the Ministry of Communications published a policy document regarding the sharing of a broadband access network of a Mobile Radio Telephone ("MRT") general licensee. The main provisions of the policy document are, ~~inter alia~~vii~~, as follows:~~

~~The MoC encourages and will continue to encourage passive sharing of network sites and masts only, and active sharing of antennas only (no sharing of spectrum) among all operators;~~

In general, the MoC sees an advantage to active sharing on a multi-operator core network (MOCN) format (sharing of antennas, spectrum and radio equipment) over active sharing using a multi-operator radio access network (MORAN) format (sharing of antennas and radio equipment without sharing of spectrum), considering the need to increase the efficient use of the spectrum of frequencies. Nevertheless, the MoC is not ruling out the possibility that, under special circumstances, it might deem it appropriate to approve an agreement under a MORAN format;

In general, the MoC will allow the sharing of transmission from cell sites to the centralized radio base stations in a bandwidth-sharing configuration. However, under exceptional conditions and at the MoC’s discretion, it might allow sharing of transmission from the cell sites to the centralized radio base stations in other cases as well;

When examining individual network-sharing agreements, the MoC will take into account the considerations specified in the policy document which relate to four key aspects: the existing level of competition and the potential for harm to the competition, the existing and expected inventory of frequencies and how efficiently the frequencies are being used, survivability and redundancy of the networks from the national perspective, and ensuring the level of telecommunications services over time;

~~In November 2013, the Company entered into a Network Sharing Agreement with HOT Mobile, see Item "~~‎~~4B.9a Overview". The Company estimates that the Network Sharing Agreement is essentially in line with the principals of the policy document.~~

~~4B.13d - vi~~ The Promotion of Competition and the Reduction of Centralization Law

The Promotion of Competition and the Reduction of Centralization Law (the “Centralization Law”) was enacted in Israel on December 11, 2013. The Centralization Law ~~seeks~~deals with three main issues: (a) rights allocation by regulators; (b) limitations on control over a group of companies organized in a pyramidal structure; and (c) separation between significant real entities and significant financial entities.

Pursuant to ~~regulate~~the Centralization Law, when allocating rights in essential infrastructure (including in the communications field) to certain entities, defined as "Concentrating Entities", the allocating regulator is required to take into account considerations of overall market centralization. Furthermore, when allocating rights to any entity, the regulator is required to take into account considerations of promoting the competition in the relevant sector. The term "Rights Allocation" includes, inter alia, granting and renewing a license.

As of the date of the report, the Company is not defined as a "Concentrating Entity". However, the Centralization Law may have direct and indirect effects on the Company and the sector in which it operates, including possible effects on the renewal of the Company's licenses and the allocation of ~~rights~~new licenses to ~~promote competition~~the Company; and ~~avoid the centralization of control over businesses.~~

~~The Centralization Law imposes new constraints and procedures~~possible effects on the ~~allocation and extension by government regulatory authorities and ministers (the “State”) of various rights, including~~Company's ability to cooperate or otherwise conduct transactions with other participants in the telecommunications field. The new procedures include consultation with a Centralization Reduction Committee (established by the Centralization Law) or the Controller of Trade Practices, as applicable. The Centralization Law applies to Partner as a result of rights granted to it under its operating licenses, or which it may seek in the future, and could therefore require that the specified procedures be followed before the State may approve further rights allocations or extensions. These provisions of the Centralization Law enter into effect on December 11, 2014 (except provisions regarding extensions of rights, which enter into effect on December 11, 2017). These procedures, if deemed necessary to promote competition and avoid centralized control, could be more restrictive than those currently applied to us, and as a result may impede or prevent allocations to us of telecommunications or other rights, which could limit our ability to expand our business. The Centralization Law may also limit transfers of interests in Partner which exceed certain thresholds of Partner’s outstanding capital.Israeli communications market.

In addition, the Centralization Law imposes restrictions on corporate structures where, among other situations, one public company controls multiple layers of subsidiary public companies (called “pyramids”), and it seeks to limit such structures to no more than two layers of public companies. For existing pyramids, the Centralization Law requires that the number of layers of public companies be reduced to three layers within four years (by December 2017) and to two layers within six years (by December 2019). To facilitate reduction of layer corporations before the end of the four-year or six-year periods (as applicable), the Centralization Law establishes several simpler and easier procedures for acquiring securities held by the public, such as lowering the majority required for arranging acquisitions of such securities.

In the event that a layer corporation controls another layer corporation in breach of the Centralization Law, a court may appoint a trustee with whom the shares held in breach will be deposited for their sale; the court will have wide discretion to issue other orders.

From June 2014 until the last applicable date for required reductions in layers (December 2017 or 2019), the Centralization law imposes stricter corporate governance constraints on the Board structure of certain layer corporations. Specifically, the Centralization Law requires that, starting at the third layer of corporations in a pyramid and for deeper layers, the Board of Directors must meet the following requirements, among others: (i) there must be a majority of independent directors ("~~Bilty Tluyim") under the Israeli Companies Law; (ii) the minimal number of external directors ("Dahatzim") shall be half the Board members minus one rounded upwards; and (iii) the votes of the controlling shareholder will be disregarded in the election (and re-election) of external directors ("Dahatzim"). The Israeli Securities Authority may impose a financial penalty ("Izum Caspi~~") on a layer corporation for a breach of the aforementioned duty to appoint external directors or independent directors for more than ninety days (unless the breach stems from a lack of the required majority of votes for the appointment at the General Meeting). However, according to the regulations promulgated under the Centralization Law, some classes of corporations, including Partner, are exempted from these interim requirements.

~~The Centralization Law also authorizes the Minister of Finance and the Governor of the Bank of Israel to set restrictions on granting credits to an entity ("ta'agid~~") or, in the aggregate, to a business group (i.e., a controlling party and corporations under its control) by financial institutions. It is not currently clear if and to what extent such restrictions may be adopted and applied to us, and thus whether they will add further constraints on our ability to obtain credit from financial institutions in the future.

The Centralization Law is relatively new, and critical elements will need to be provided by future regulations and other formal publications, including clearly identifying persons and entities to which different constraints apply. As a result, the precise ramifications of the Centralization Law for Partner cannot be fully ascertained at this time.

4B.13d - ~~vii~~viii Securities Administrative Enforcement and Antitrust Enforcement

An amendment to the Israeli Securities laws, which came into force in January 2011, established administrative enforcement measures for handling certain violations of certain securities and securities-related laws supervised by the Israeli Securities Authority, or ISA. This amendment allows the ISA to impose various civil enforcement measures, including financial sanctions, payment to the harmed party, prohibition of the violator from serving as an executive officer for a certain period of time, annulment or suspension of licenses, approvals and permits granted under such laws and an agreed settlement mechanism as an alternative for a criminal or administrative proceeding. In case of a violation by a corporation, the amendment provides for additional responsibility of the Chief Executive Officer in some cases, unless certain conditions have been met, including the existence of procedures for the prevention of the violation, as part of an internal enforcement plan. The Company is prohibited from insuring, paying or indemnifying directors or senior officers for financial sanctions imposed on them in accordance with this amendment subject to certain exemptions set forth in the law. The Company ~~is implementing~~has implemented an internal enforcement plan in accordance with this ~~amendment. In addition, the Company is implementing~~amendment and has implemented an internal antitrust enforcement plan intended to ensure that all ~~relevent~~relevant parties in the Company comply with antitrust laws and regulations. The Company provides ongoing guidance and training to the Company's directors, office holders and relevant employees.

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4B.13d - ~~viii~~ix Hearings and Examinations

The Ministry of Communications and other regulators have also conducted hearings and examinations on various matters related to our business, such as:

	·	Roaming fees.The Ministry of Communications is evaluating the cost of roaming and may introduce new regulations that would limit fees charged by Israeli cellular companies for calls made by the customers of foreign network operators while they are in Israel and using our network, as well as for calls made by our own customers using their handsets abroad. The Ministry of Communications has requested additional and more specific international roaming data from the cellular companies. Because we consider roaming charges to be a significant source of revenue, such regulatory limits could adversely affect our revenues. Roaming Services. In August 2014, the Ministry of Communications published a hearing aimed at increasing competition in roaming services abroad currently provided by cellular licensees. As part of the hearing, the Ministry proposed to enable every cellular subscriber to receive roaming services abroad from operators which are not his cellular provider (on top of his cellular operator) while keeping his cellular number. These alternative roaming providers include other cellular licensees, MVNOs, ISPs, ILD licensees and fixed telephony licensees. The Ministry of Communications also suggested determining various measures intended to improve transparency and to limit subscriber payments only to the exact volume of services consumed. Such measures include: all roaming calls abroad (incoming and outgoing) would be billed using time units of 1 second; all roaming data sessions would be billed using volume units of 1KB; the billable duration of all voice calls would be from the second in which the call was connected and until it ended (explicitly excluding any wait period from pushing the “call” button until the call is connected). Because we consider roaming charges to be a significant source of revenue, such regulatory limits could adversely affect our revenues. Frequency fees. The Ministry of Communications is conducting a re-assessment of the frequency fees set forth in the law, which includes the assessment as to its economic value, in order to support effective allocation and the utmost utilization of the frequencies. Roaming services during emergencies. In September 2012, the Ministry of Communications published a hearing with respect to roaming during a state of emergency or during a significant continuous malfunction in which the Ministry of Communications considers determining that under certain conditions, upon the Minister of Communications’ instruction, cellular operators that have their own network infrastructure, will be required to provide roaming services to the subscribers of other cellular operators that have network infrastructure, whose network has been rendered non-functioning for a significant amount of time following an event resulting from a state of emergency, a telecommunications crisis or during a significant continuous malfunction. The Company submitted its response to the hearing in October 2012. The revenues of the Company would be adversely affected if these proposed new regulations are adopted. 59 Intervention in international call market. In October 2013, the Ministry of Communications published a hearing regarding new regulation of the international call market. In the hearing, it was proposed by the Ministry to allow all general licensees (including MVNOs) to provide international call services to their subscribers, with respect to the international destinations which are included in their subscribers’ tariff plans and to international destinations for which the tariff is lower or equal to the tariff of a call on the licensee’s network (“Included Destinations”). The Ministry of Communications also proposed in the hearing that the general licensees (such as cellular operators) would not be allowed to collect an interconnect fee for outgoing international calls. The Company submitted its response to the hearing in January 2014. In October 2014, the Ministry published a secondary hearing on this matter, in which it proposed that all outgoing international calls which are not to Included Destinations, shall be preceded with a voice message stating the tariff of such call and allowing the subscriber to disconnect without being charged. The Company submitted its response to this secondary hearing in October 2014. The revenues of the Company may be adversely affected if the changes proposed in these hearings are adopted. Filtering of Offensive Websites and Content. In August 2014, the Ministry of Communications published a hearing regarding proposed amendments to telecommunications licenses granted to various operators, including the Company and its subsidiaries. According to the Telecommunications Law, ISP and cellular licensees, are required to provide a service for filtering of offensive websites and content at no additional cost to the subscriber. The Law also includes provisions which oblige said licensees to inform their subscribers of the dangers of internet use (including offensive websites and content).As part of the hearing, it is proposed to amend the ISP and cellular licenses to include additional requirements to the existing requirements described above. The proposed amendments include, among others, the following matters: (1) detailed specifications of the filtering service; (2) requirements regarding the informational leaflet to be provided to the subscriber; and (3) an obligation to offer filtering software to be installed on any type of terminal equipment. In October 2014, the Company filed its written position seeking to limit the impact of the proposed amendments. Consumer Protection-Call Centers. In August 2014, the Ministry of Communications published a hearing regarding proposed amendments to telecommunications licenses granted to various operators, including the Company and its subsidiaries. As part of the hearing, it is proposed to amend the licenses with respect to the quality of service of the licensees’ call centers. The amendments include, among others, the following matters: the maximum response times for each call and the average daily response times; recording requirement regarding a billing inquiry, termination of all services or termination of a single service calls; and requirement to issue and to publish on the licensees’ websites detailed weekly reports that will include complete data in relation to their conduct regarding response times. The Company submitted its response to the hearing in October 2014. In parallel to the hearing, the Ministry of Communications published a draft memorandum with respect to the Telecommunications Law, according to which a subscriber will be able to sue for a fixed amount of compensation in case a licensee fails to meet the proposed response times and for compensation in case of an over charge in the monthly bill, both without proving damages. The Company submitted its response to the draft memorandum in October 2014. These amendments may have an adverse affect on the Company’s results of operations. Cellular Network Coverage Amendments. In July 2014, The Ministry of Communications and the Civil Administration in Judea and Samaria published a hearing regarding a proposed amendment to general licenses for the provision of cellular services (MRT), granted to five operators including the Company. As part of the hearing, it is proposed to amend the operators’ licenses and to materially intensify the requirements set in the licenses with respect to the coverage and service quality of the operators’ 2G and 3G networks deployed in Israel and in the Judea and Samaria area, as follows: Minimum coverage requirements - will be set out in terms of population, territory, settlements and roads and railroad track paths; 60 Quality of service requirements - will be set out in terms of the percentage of blocked and dropped calls, the minimum level of reception and the minimal speed for uploading and downloading data. The Company submitted its response to the hearing in September 2014 and the MoC’s officials conducted another hearing in the Company’s offices in December 2014. The revenues of the Company may be adversely affected by the results of the hearing. Transmission line connections between ISP providers' facilities and fixed-line infrastructure. In April 2015, the Ministry of Communications published a hearing, stating that Bezeq and Hot Telecom (the "infrastructure owners") would not be allowed to oblige ISP providers to purchase "Gigabit Ethernet" services (transmission services which connect ISP's facilities to Bezeq and Hot Telecom's infrastructures) from the infrastructure owners and the ISP providers would be allowed to purchase "Gigabit Ethernet" services from other licensees or perform such connections themselves. As part of the hearing, the Ministry stated that such a practice of the infrastructure owners does not presumably comply with the Telecommunications Law, which states that a licensee will be forbidden to condition the supply of a certain telecommunications service upon the supply of another telecommunications service. The Company submitted its response to this hearing. If the final decision in this hearing process will be as suggested in the hearing, the Company may be positively affected by the results of the hearing. Change of "Subscriber" definition in numbering program regarding number portability. In May 2015, the Ministry of Communications published a hearing aimed at amending the definition of a "Subscriber" in the numbering program regarding number portability ("Number Portability Plan"). According to the hearing, the suggested amendment is meant to increase competition in the cellular market by allowing a subscriber who received his phone number from his employer, to keep the phone number when migrating to another cellular operator. In addition, the Ministry suggests, as part of the hearing, to set certain changes in the Number Portability Plan, with respect to the identification of an applicant to keep his phone number in the event of a change of a cellular operator. The Company submitted its response to this hearing in June 2015. These amendments may have an adverse affect on the Company’s results of operations. Communication facilities in residential buildings. In May 2015, the Ministry of Communications published a hearing with respect to the installation of telecom cables in residential buildings. According to the hearing, the Ministry received several complaints from the IBC - Israel Broadband Company, which indicates that in many residential buildings, all telecom cabinets and ducts are fully occupied by infrastructure deployed by Bezeq and Hot, in a manner that prevents deployment of other infrastructure, including telecom cables, by another company. Accordingly, the Ministry proposed that several orders should apply to HOT and Bezeq in order to remove the barriers for the deployment of telecommunications infrastructure by other telecom providers. The Company submitted its response to this hearing. The Company may be positively affected by the results of the hearing. Collection of payments for on-going and one-time transactions, and relative billing. In September 2015, the Ministry of Communications published a hearing, regarding a proposed amendment to general licenses for the provision of cellular services (MRT), MVNO licenses and general-unified licenses. As part of the hearing, it is proposed to require such licensees to comply with the following demands: payment for a one-time transaction will be pre-paid, while payment for on-going transactions will be post-paid; with regard to on-going transactions, in which a fixed period payment is collected from the subscriber - if the subscriber terminates the agreement with the licensee, then the licensee may require a payment based upon the ratio between: (a) the number of days from the beginning of the accounting period through the date of termination, and (b) the total number of days during the accounting period; in addition, in such on-going transactions, in the event that the licensee ceases to provide all of its services to a subscriber, due to a breach of contract conducted by the subscriber, then the licensee will cease to charge the subscriber for a payment and will instead charge the fixed payment for the month during which the breach occurred, calculated on the basis of the ratio between the number of days in which the licensee has provided its services to the subscriber and the total number of days in the relevant month. The Company submitted its response to this hearing. These amendments may have an adverse affect on the Company’s results of operations.

	·	~~Roaming Services~~. In August 2014, the Ministry of Communications published a hearing aimed at increasing competition in roaming services abroad currently provided by cellular licensees. As part of the hearing, the Ministry proposed to enable every cellular subscriber to receive roaming services abroad from operators which are not his cellular provider (on top of his cellular operator) while keeping his cellular number. These alternative roaming providers include other cellular licensees, MVNOs, ISPs, ILD licensees and fixed telephony licensees. The Ministry of Communications also suggested determining various measures intended to improve transparency and to limit subscriber payments only to the exact volume of services consumed. Such measures include: All roaming calls abroad (incoming and outgoing) would be billed using time units of 1 second; All roaming data sessions would be billed using volume units of 1KB; The billable duration of all voice calls would be from the second in which the call was connected and until it ended (explicitly excluding any wait period from pushing the "call" button until the call is connected). Because we consider roaming charges to be a significant source of revenue, such regulatory limits could adversely affect our revenues.

	·	~~Internet video services~~. The Ministry of Communications and the Council for Cable TV and Satellite Broadcasting have published a public hearing in order to determine whether there is a need to regulate the provision of video services over the internet which might compete with multiple channel television services. In October 2011, the Ministry of Communications published its recommendations that included conditions for the adoption of suitable regulation and monitoring of television broadcasts over the internet and the establishment of a continuing implementation team in order to update the existing regulation in the existing broadcasting market and to apply regulation to television broadcasts over the internet. In February 2014, the Minister of Communications appointed a public committee (the "Schejter Committee") for the evaluation of the regulation of commercial broadcasting in Israel. The committee's scope of evaluation includes, ~~inter alia~~, future regulation of new entrants that shall distribute audio-visual content over the internet Such internet video regulation may affect the Company's launch of television services. The committee published a hearing in March 2014, which the Company submitted a response to in April 2014. In August 2014, the committee published an interim report and a questionnaire and requested the public's response. In its interim report the committee proposed, among others things, that new audio visual services (provided over the Internet) would not be subject to the regulatory regime and a license requirement applicable to multi-channel television licensees, for an interim period to be decided upon. After such (unspecified) interim period, regulatory provisions would be gradually applied to audio visual services (provided over the Internet) in accordance with their level of income or number of subscribers. In its questionnaire the committee raised various questions, including: (1) the level of income or number of subscribers which would warrant regulation of new audio visual services (provided over the Internet); (2) whether the broadcasting licensees should be obligated to sell the channels that they broadcast to the new service providers (Must Sell). In addition, the committee is examining the application of certain "new entrant" protections to new audio visual service suppliers (provided over the Internet). If the committee decides not to recommend such protections, then Partner may not be able to penetrate this market and to successfully launch its TV services. The Company submitted its response to the interim report in September 2014.


	·	~~Frequency fees. The Ministry of Communications is conducting a re-assessment of the frequency fees set forth in the law in order to support effective allocation and the utmost utilization of the frequencies.~~

	·	~~Roaming services during emergencies.~~ In September 2012, the Ministry of Communications published a hearing with respect to roaming during a state of emergency or during a significant continuous malfunction in which the Ministry of Communications considers determining that under certain conditions, upon the Minister of Communications’ instruction, cellular operators that have their own network infrastructure, will be required to provide roaming services to the subscribers of other cellular operators that have network infrastructure, whose network has been rendered non-functioning for a significant amount of time following an event resulting from a state of emergency, a telecommunications crisis or during a significant continuous malfunction. The Company submitted its response to the hearing in October 2012. The revenues of the Company would be adversely affected if these proposed new regulations are adopted.

	·	~~Intervention in international call market.~~ In October 2013, the Ministry of Communications published a hearing regarding new regulation of the international call market. In the hearing, it was proposed by the Ministry to allow all general licensees (including MVNOs) to provide international call services to their subscribers, with respect to the international destinations which are included in their subscribers' tariff plans and to international destinations for which the tariff is lower or equal to the tariff of a call on the licensee's network ("Included Destinations"). The Ministry of Communications also proposed in the hearing that the general licensees (such as cellular operators) would not be allowed to collect an interconnect fee for outgoing international calls. The Company submitted its response to the hearing in January 2014. In October 2014, the Ministry published a secondary hearing on this matter, in which it proposed that all outgoing international calls which are not to Included Destinations, shall be preceded with a voice message stating the tariff of such call and allowing the subscriber to disconnect without being charged. The Company submitted its response to this secondary hearing in October 2014. The revenues of the Company may be adversely affected if the changes proposed in these hearings are adopted.

	·	~~Imposition of financial sanctions.~~ The Ministry of Communications' supervision department has served the Company with a number of supervision reports for alleged claims of breach of our license or the Telecommunications Law to which the Company has submitted its responses. If the Ministry of Communications imposes financial sanctions for the alleged breaches of the license or the Telecommunications Law, this could have an adverse effect on our financial condition or results of operations.


	·	~~Operational Continuity during a State of Emergency~~. In June 2014, the Ministry of Communications published a hearing regarding operational continuity during a state of emergency, which determines, among other things, that certain telecommunications licensees, including the Company, must formulate a plan to be approved by the board of directors, that would guarantee the ability of the licensee to operate continuously and limit the impact on the supply of telecommunications services during a state of emergency. In order to guarantee operational continuity, it was proposed as part of the hearing to determine various provisions with respect to network back-up, electrical and energy infrastructure, customer service operations and information technology security. For example, it was proposed that the network will be planned with no single point of failure and that the licensee will have independent capabilities to supply electrical power through independent generators to at least 3% of all its cellular sites. The Ministry of Communications published its decision on March 1, 2015. The Company believes that the decision will have no material affect on the Company's business.


	·	~~Filtering of Offensive Websites and Content.~~ In August 2014, the Ministry of Communications published a hearing regarding proposed amendments to telecommunications licenses granted to various operators, including the Company and its subsidiaries. According to the Telecommunications Law, ISP and cellular licensees, are required to provide a service for filtering of offensive websites and content at no additional cost to the subscriber. The Law also includes provisions which oblige said licensees to inform their subscribers of the dangers of internet use (including offensive websites and content).As part of the hearing, it is proposed to amend the ISP and cellular licenses to include additional requirements to the existing requirements described above. The proposed amendments include, among others, the following matters: (1) detailed specifications of the filtering service; (2) requirements regarding the informational leaflet to be provided to the subscriber; and (3) an obligation to offer filtering software to be installed on any type of terminal equipment. In October 2014, the Company filed its written position seeking to limit the impact of the proposed amendments.

	·	~~Consumer Protection-Call Centers.~~ In August 2014, the Ministry of Communications published a hearing regarding proposed amendments to telecommunications licenses granted to various operators, including the Company and its subsidiaries. As part of the hearing, it is proposed to amend the licenses with respect to the quality of service of the licensees' call centers. The amendments include, among others, the following matters: the maximum response times for each call and the average daily response times; recording requirement regarding a billing inquiry, termination of all services or termination of a single service calls; and requirement to issue and to publish on the licensees' websites detailed weekly reports that will include complete data in relation to their conduct regarding response times. The Company submitted its response to the hearing in October 2014. In parallel to the hearing, the Ministry of Communications published a draft memorandum with respect to the Telecommunications Law, according to which a subscriber will be able to sue for a fixed amount of compensation in case a licensee fails to meet the proposed response times and for compensation in case of an over charge in the monthly bill, both without proving damages. The Company submitted its response to the draft memorandum in October 2014. These amendments may have an adverse affect on the Company's results of operations.


	·	~~Cellular Network Coverage Amendments.~~ In July 2014, The Ministry of Communications and the Civil Administration in Judea and Samaria published a hearing regarding a proposed amendment to general licenses for the provision of cellular services (MRT), granted to five operators including the Company. As part of the hearing, it is proposed to amend the operators' licenses and to materially intensify the requirements set in the licenses with respect to the coverage and service quality of the operators' 2G and 3G networks deployed in Israel and in the Judea and Samaria area, as follows: · ~~Minimum coverage requirements - will be set out in terms of population, territory, settlements~~ ~~and roads and railroad track paths;~~ · ~~Quality of service requirements - will be set out in terms of the percentage of blocked and~~ ~~dropped calls, the minimum level of reception and the minimal speed for uploading~~ ~~and downloading data.~~ The Company submitted its response to the hearing in September 2014 and the MoC's officials conducted another hearing in the Company's offices in December 2014. The revenues of the Company may be adversely affected by the results of the hearing.

	·	~~Premium Service provided at Regular Tariffs~~. In December 2014, the Ministry of Communications published its decision following a public hearing, stating that a fixed-line operator shall be entitled to provide a premium service provided for regular telephone call tariffs ("Regular Premium Service") as an internal network call (using a network access code) or using a standard fixed-line telephone number. Cellular operators shall be entitled to provide the Regular Premium Service only as an internal network call (using a network access code). The Company's revenues may be adversely affected as a result of this decision.

4B.13d - ixx The Ministry of Communications policy regarding the fixed-line telecommunications sector

In May 2012, the Ministry of Communications published the final policy document with respect to increasing competition in the fixed-line telecommunications market. The document adopted the main recommendations of the Hayek Committee, a committee formed by the MoC to study and make recommendations regarding the Israeli telecommunications market. The main points were as follows:

Sale of wholesale services:

	i.	The two wireline infrastructure operators that provide retail telecommunication services will be required to offer wholesale services to the other telecommunication providers, that will offer services on the owners’ infrastructure (the wholesale market), based on non-discriminatory conditions.

	ii.	The wholesale services tariffs and the terms of agreement shall be determined through negotiations between the two wireline infrastructure operators and the service providers. An infrastructure owner that reaches an agreement with such other provider shall be required to offer the same terms, without discrimination, to all other providers. Affiliates of the infrastructure owner shall also be allowed to purchase wholesale services as long as these will be provided without discrimination to all other providers.

iii.

The Ministry of Communications shall intervene and set the wholesale tariffs and said terms of agreement, in case an agreement has not been reached between the parties within 6 months from the date of the publication of the policy document or if the agreement between the parties includes tariffs or terms that are unreasonable, may harm the competition, may harm the public welfare or may harm the interest of the service provider.

Structural Separation

	i.	Within 9 months of a signed agreement between said parties, the structural separation between the fixed-line infrastructure owner and its international call provider and internet service provider (ISP) affiliates shall be abolished and replaced by an accounting separation.

	ii.	The Minister of Communications shall consider providing leniencies or abolishing the structural separation (and replacing it with an accounting separation) between the fixed-line infrastructure owner and its affiliated cellular operator, in accordance with the development of the wholesale market and the pace of development of competition based on packaged services that combine fixed-line services and cellular services in the private sector.

iii.

In case a proper and appropriate wholesale market does not develop within 24 months from the date of the publication of the policy document, the Minister of Communications shall act to impose a structural separation in the fixed-line infrastructure owners, between the infrastructure and the services provided through this infrastructure to the end-customers.

Supervision over Bezeq Tariffs

Within 6 months from the date such an agreement is signed between the said parties, the Ministry of Communications shall act to change the manner of supervision over Bezeq tariffs so that the supervision shall be done by setting a maximum tariff.

·	“Office Holder” means a director, manager, company secretary or any other senior officer that is directly subordinate to the general manager. “Control” means the ability to, directly or indirectly, direct the activity of a corporation, either alone or jointly with others, whether derived from the governing documents of the corporation, from an agreement, oral or written, from holding any of the means of control in the corporation or in another corporation, or which derives from any other source, and excluding the ability derived solely from holding the office of director or any other office in the corporation. Any person controlling a subsidiary or a corporation held directly by him will be deemed to control any corporation controlled by such subsidiary or by such controlled corporation. It is presumed that a person or corporation controls a corporation if one of the following conditions exist: (1) such person holds, either directly or indirectly, fifty percent (50%) or more of any means of control in the corporation; (2) such person holds, either directly or indirectly, a percentage of any means of control in the corporation which is the largest part in relation to the holdings of the other Interested Parties in the corporation; or (3) such person has the ability to prevent the taking of business decisions in the corporation, with the exception of decisions in the matter of issuance of means of control in a corporation or decisions in the matters of sale or liquidation of most businesses of the corporation, or fundamental changes of these businesses.

·	“~~Control~~” means the ability to, directly or indirectly, direct the activity of a corporation, either alone or jointly with others, whether derived from the governing documents of the corporation, from an agreement, oral or written, from holding any of the means of control in the corporation or in another corporation, or which derives from any other source, and excluding the ability derived solely from holding the office of director or any other office in the corporation. Any person controlling a subsidiary or a corporation held directly by him will be deemed to control any corporation controlled by such subsidiary or by such controlled corporation. It is presumed that a person or corporation controls a corporation if one of the following conditions exist: (1) such person holds, either directly or indirectly, fifty percent (50%) or more of any means of control in the corporation; (2) such person holds, either directly or indirectly, a percentage of any means of control in the corporation which is the largest part in relation to the holdings of the other Interested Parties in the corporation; or (3) such person has the ability to prevent the taking of business decisions in the corporation, with the exception of decisions in the matter of issuance of means of control in a corporation or decisions in the matters of sale or liquidation of most businesses of the corporation, or fundamental changes of these businesses.

7069

“Controlling Corporation” means a company that has control, as defined above, of a foreign mobile radio telephone operator.


·	“~~Controlling Corporation” means a company that has control, as defined above, of a foreign mobile radio telephone operator.~~

·	“~~Interested Party” means a person who either directly or indirectly holds 5% or more of any type of means of control, including holding as an agent.~~

“Interested Party” means a person who either directly or indirectly holds 5% or more of any type of means of control, including holding as an agent.

Our Permit Regarding Cross Ownership

Our license generally prohibits cross-control or cross-ownership among competing mobile telephone operators without a permit from the Ministry of Communications. In particular, Partner, an Office Holder or an Interested Party in Partner, as well as an Office Holder in an Interested Party in Partner may not control or hold, directly or indirectly, 5% or more of any means of control of a competing mobile radio telephone operator. Our license also prohibits any competing mobile radio telephone operator or an Office Holder or an Interested Party in a competing mobile radio telephone operator, or an Office Holder in an Interested Party in a competing mobile radio telephone operator or a person or corporation that controls a competing mobile radio telephone operator from either controlling, or being an Interested Party in us.

However, our license, ~~as amended on April 14, 2002,~~ also provides that the Ministry of Communications may permit an Interested Party in Partner to hold, either directly or indirectly, 5% or more in any of the means of control of a competing mobile radio telephone operator if the Ministry of Communications is satisfied that competition will not be harmed, and on the condition that the Interested Party is an Interested Party in Partner only by virtue of a special calculation described in the license and relating to attributed holdings of shareholders deemed to be in control of a corporation.

4B.13f Other Licenses

Domestic Fixed-line License. In January, 2007, the Ministry of Communications granted Partner Land-Line Communication Solutions Limited Partnership, which is fully owned by the Company, a license for the provision of domestic fixed-line telecommunications services. The license expires in twenty years but may be extended by the Ministry of Communications for successive periods of ten years provided that the licensee has complied with the terms of the license and has acted consistently for the enhancement of telecom services and their enhancement. The general conditions of the mobile telephone license described above, generally apply to this license, subject to certain modifications. In addition to any 10% share transfer requiring the prior approval of the Ministry of Communications, the license additionally requires approval prior to a third party acquiring the ability to exercise significant influence over us. In this context, holding 25% of our means of control is presumed to confer significant influence. The license was amended in February 2007 to grant us the right to offer VoB services using the infrastructure of Bezeq and HOT Telecom to access customers and to provide them with fixed-line telephony service. The License was further amended in July 2007 to incorporate the provision of transmission and data communications services that was previously provided for under a transmission license that was granted in July 2006. In March 2009, we were also granted a domestic fixed-line license to provide fixed-line services to the Israeli populated areas in the West Bank. The license is effective until March 2019.

012 Smile was also granted a similar domestic fixed-line license by the Ministry of Communications in December 2005 for 20 years that may be extended under similar conditions as our domestic fixed-line license and a license to provide domestic fixed-line services to the Israeli populated areas in the West Bank which is valid until February 2018.

ISP License. In March 2001, we received a special license granted by the Ministry of Communications, allowing us through our own facilities to provide internet access to fixed-line network customers. The license is valid until April 2018. We began supplying commercial ISP services beginning in January 2009. We were also granted a special license to provide ISP services to the Israeli populated areas in the West Bank which is valid until April 2018. We have applied for an extension to these licenses.

012 Smile was also granted a similar ISP license by the Ministry of Communications in December 2009 that is valid until ~~March 2015~~June 2020 and a special license to provide ISP services to the Israeli populated areas in the West Bank which iswas valid until February ~~2016.~~2016 and is expected to be replaced with a new license. We have been permitted by the Civilian Administration in the West Bank to continue providing the services until the new license is granted.

International Long Distance License. In December 2009, the Ministry of Communications granted 012 Smile, a license for the provision of International Long Distance services. The license expires in twenty years but may be extended by the Ministry of Communications for successive periods of ten years provided that the licensee has complied with the terms of the license and has acted consistently for the enhancement of telecom services and their enhancement. The Ministry of Communications also granted 012 Smile, a license for the provision of International Long Distance services to the Israeli populated areas in the West Bank which is valid until February 2018.

NTP License. In February 2007 we received a special license granted by the Ministry of Communications allowing us to provide certain telecom services, including providing and installing equipment and cabling, representing the subscriber with local fixed operators, and establishing and operating control facilities within a subscriber’s premises. The license is valid until February 2017.

012 Smile was also granted a similar NTP license by the Ministry of Communications in December 2009 that is valid until ~~March 2014. We have applied for an extension to this license.~~December 2020.

Other Licenses. The Ministry of Communications has granted us a trade license pursuant to the Wireless Telegraphy Ordinance. This license regulates issues of servicing and trading in equipment, infrastructure and auxiliary equipment for our network. We have also been granted a number of encryption licenses that permit us to deal with means of encryption, as provided in the aforementioned licenses, within the framework of providing mobile radio telephone services to the public.

4B.13g Network Site Permits

Permits of the Ministry of Environmental Protection

On January 1, 2006, the Non-Ionizing Radiation Law (5766-2006), which replaced the Pharmacists (Radioactive Elements and Products) Regulations, 1980 regarding matters that pertain to radiation from cellular sites, was enacted. This law defines the various powers of the Ministry of Environmental Protection as they relate, inter alia, to the grant of permits for network sites and sets standards for permitted levels of non-ionizing radiation emissions and reporting procedures. Pursuant to this law, most of which entered into effect on January 1, 2007, a request for an operating permit from the Ministry of Environmental Protection with respect to either new sites or existing sites would require a building permit for such site(s). The Ministry of Environmental Protection has adopted the International Radiation Protection Agency’s standard as a basis for the consents it gives for the erection and operation of our antennas. This standard is an international standard based upon a number of years of scientific study.

If we continue to face difficulties in obtaining building permits from the local planning and building committee, we may fail to obtain also operation permits from the Ministry of Environmental Protection. Operation of a network site without a permit from the Ministry of Environmental Protection may result in criminal and civil liability to us or to our officers and directors.

Local Building Permits

The ~~Planning~~Plan ning and Building Law requires that we receive a building permit for the construction of most of our antennas. The local committee or local licensing authority in each local authority is authorized to grant building permits, provided such permits are in accordance with National Building Plan No. 36 which came into effect on June 15, 2002. The local committee is made up of members of the local municipal council. The local committee is authorized to delegate certain of its powers to subcommittees on which senior members of the local authority may sit.

The local committee examines the manner in which an application for a building permit conforms to the plans applying to the parcel of land that is the subject of the application, and the extent to which the applicant meets the requirements set forth in the Planning and Building Law. The local committee is authorized to employ technical, vista, and aesthetic considerations in its decision-making process. The local committee may grant building permits that are conditioned upon the quality of the construction of the structure, the safety of flight over the structure, and the external appearance of the structure. Every structure located on a certain parcel of land must satisfy the requirements and definitions set forth in the building plan applicable to such parcel.

On January 3, 2006, the National Council for Planning and Building added a new requirement for obtaining a building permit for network sites: the submission of an undertaking to indemnify the local committee for claims relating to the depreciation of the surrounding property value as a result of the construction or existence of the antenna.

A decision by a local committee not to grant a building permit may be appealed to the District Appeals Committee. A person harmed by the ruling of the District Appeals Committee may have such ruling examined judicially by means of an administrative petition to the District Court sitting as an Administrative Affairs Tribunal.

National Building Plan No. 36

National Building Plan No. 36 which came into effect on June 15, 2002 regulates the growth of telecommunications infrastructure in Israel. Chapter A of National Building Plan No. 36 sets forth the licensing requirements for the construction of mobile radio telephone infrastructure. National Building Plan No. 36 also adopts the radiation emission standards set by the International Radiation Protection Agency which were also previously adopted by the Ministry of Environmental Protection. We believe that we currently comply with these standards regarding our sites. National Building Plan No. 36 is in the process of being changed. On June 1, 2010, the National Council for Planning and Building approved the National Building Plan No. 36/A/1 version that incorporates all of the amendments to National Building Plan No. 36 (“the Amended Plan”).

Current proposed changes impose additional restrictions and/or requirements on the construction and operation of network sites and could, if adopted, harm our ability to construct new network sites, make the process of obtaining building permits for the construction and operation of network sites more cumbersome and costly, and may delay the future deployment of our network.

Under the Non-Ionizing Radiation Law, the National Council for Planning and Building was granted the power to determine the level of indemnification for reduction of property value to be undertaken as a precondition for a cellular company to obtain a building permit for a new or existing network site. As a result, the National Council for Planning and Building has decided that until National Building Plan 36 is amended to reflect a different indemnification amount, cellular companies will be required to undertake to indemnify the building and planning committee for 100% of all losses resulting from claims against the committee. Thus, at present, in order to obtain a building permit for a new or existing network site, we must provide full indemnification for the reduction of property value.

The Amended Plan sets forth the indemnification amounts as a percentage of the value of the depreciated property claims in accordance with the manner in which the licenses were granted as follows: If the license was granted in an expedited licensing route, which is intended for installations that are relatively small in accordance with the Amended Plan criteria, then the cellular companies will be required to compensate the local planning committees in an amount of 100% of the value of the depreciated property claim. If the license was granted in a regular licensing route, which is intended for larger installations in accordance with the Amended Plan criteria, then the cellular companies will be required to compensate the local planning committees in an amount of 80% of the value of the depreciated property claim. The Amended Plan is subject to governmental approval, in accordance with the Planning and Building Law. It is unknown when the government intends to approve the Amended ~~Plan,~~

Plan.

These recent developments may have a material adverse effect on our financial condition and results of operations, as well as plans to expand and enhance network coverage. For more information, see ““Item ‎3D.1f In connection with some building permits, we may also be required to indemnify planning committees in respect of claims against them relating to the depreciation of property values that result from the granting of permits for network sites.”

Wireless access devices

We have set up several hundred small communications devices, called wireless access devices, pursuant to a provision in the Telecommunications Law which we and other participants in cellular telecommunications, believe exempts such devices from the need to obtain a building permit. Beginning in 2008, following the filing of a claim that the exemption does not apply to cellular communications devices, the Attorney General filed an opinion regarding this matter stating that the exemption does apply to wireless radio access devices under certain conditions and instructed the Ministry of Interior to prepare regulations setting conditions that would limit the exemption to extraordinary circumstances. Following the instruction of the Attorney General, several inter-ministerial discussions and hearings have taken place without agreement being reached as to the final version of the regulations. The approval of the regulations was brought to the Economic Committee where the regulations were not approved. Following two petitions that were filed with the High Court of Justice opposing the Attorney General’s recommendation that the exemption apply under certain conditions, in September 2010, the Supreme Court issued an interim order prohibiting further construction of wireless access devices in cellular networks in reliance on the exemption from the requirement to obtain a building permit. In February 2011, and in July 2012, the Supreme Court narrowed the scope of the interim injunction so that repair or replacement of existing wireless access devices is permitted under certain conditions that will be determined in a judgment. In September 2011, the Supreme Court ruled that it would allow the two new UMTS operators to erect new wireless access devices without a need for a permit in accordance with the terms set forth in the decision. If a definitive court judgment holds that the exemption does not apply to cellular devices at all or if the regulations finally approved do not apply the exemption to wireless access devices, this could adversely affect the Company’s existing network. As a result, we may be required to remove existing devices and would not be able to install new devices on the basis of the exemption. Our network capacity and coverage would then be negatively impacted, which could have an adverse effect on our revenue and results of operations.

Other Approvals

The construction of our antennas may be subject to the approval of the Civil Aviation Administration which is authorized to ensure that the construction of our antennas does not interfere with air traffic, depending on the height and location of such antennas. The approval of the Israeli Defense Forces is required in order to coordinate site frequencies so that our transmissions do not interfere with the communications of the Israel Defense Forces.

We, like other cellular operators in Israel, provide repeaters, also known as bi-directional amplifiers, to subscribers seeking an interim solution to weak signal reception within specific indoor locations. In light of the lack of a clear policy of the local planning and building authorities, and in light of the practice of the other cellular operators, we have not requested permits under the Planning and Building Law for the repeaters. However, we have received from the Ministry of Communications an approval to connect the repeaters to our communications network. We have also received from the Ministry of Environmental Protection, the permits that are necessary for the repeaters.

In addition, we construct and operate microwave links as part of our transmission network. The various types of microwave links receive permits from the Ministry of Environmental Protection in respect of their radiation level. Based on an exemption in the Telecommunications Law, we believe that building permits are not required for the installation of most of these microwave links on rooftops, but if in the future the courts or the relevant regulator determine that building permits are necessary for the installation of these sites, it could have a negative impact on our ability to deploy additional microwave links, and could hinder the coverage, quality and capacity of our transmission network and our ability to continue to market our Fixed-Line Services effectively.

We have received approval from the Ministry of Communications for selling and distributing all of the handsets and other terminal equipment we sell. The Ministry of Environmental Protection also has authority to regulate the sale of handsets in Israel, and under the new Non-Ionizing Radiation Law, certain types of devices, which are radiation sources, including cellular handsets, have been exempted from requiring an approval from the Ministry of Environmental Protection so long as the radiation level emitted during the use of such handsets does not exceed the radiation level permitted under the Non-Ionizing Radiation Law. Since June 2002, we have been required to provide information to purchasers of handsets on the Specific Absorption Rate (“SAR”) levels of the handsets as well as its compliance with certain standards pursuant to a regulation under the Consumer Protection Law. We attach a brochure to each handset that is sold that includes the SAR level of the specific handset. Such brochures are also available at our service centers and the information is also available on the Company’s website. SAR levels are a measurement of non-ionizing radiation that is emitted by a hand-held cellular telephone at its specific rate of absorption by living tissue. While, to the best of our knowledge, the handsets that we market comply with the applicable laws that relate to acceptable SAR levels, we rely on the SAR published by the manufacturer of these handsets and do not perform independent inspections of the SAR levels of these handsets. As the manufacturers’ approvals refer to a prototype handset and not for each and every handset, we have no information as to the actual SAR level of each specific handset and throughout its lifecycle, including in the case of equipment repair.

Under a December 2005 amendment to this procedure, in the event that the SAR level is not measured after the repair of a handset, the repairing entity is required to notify the customer by means of a label affixed to the handset that the SAR may have been altered following the repair, in accordance with the provisions relating to the form of such label set forth in the procedure. A consultant had been retained by the Ministry of Communications to formulate a recommendation regarding the appropriate manner to implement the procedure for repairing handsets but to date the Ministry of Communications has not yet issued any guidelines and given the continued delay we are informing our customers that there may be changes in the SAR levels.

In November 2005, a new procedure was adopted by the Ministry of Communications with regard to the importation, marketing, and approval for 2G and 2.5G handsets. Prior to the implementation of the new procedure, suppliers of 2G and 2.5G handsets in Israel were required to obtain an interim, non-binding approval of the handset type from the relevant cellular operators before receiving final approval from the Ministry of Communications to supply such handsets in Israel to such operators. Under the new procedure, handsets that have already received the internationally recognized Global Certification Forum approval prior to their importation into Israel are now exempt from the requirement of receiving an interim, non-binding approval from the relevant cellular operators in Israel. This could expose us to the risk that handsets not reviewed and approved by us may interfere with the operation of our network. The new procedures described above do not apply to 3G handsets, which still require cellular operators to grant an interim, non-binding approval to the Ministry of Communications before the MoC grants its final approval in all circumstances.

In addition, this procedure also called for repaired handsets to comply with all applicable standards required for obtaining handset type approval, including standards relating to the safety, electromagnetic levels, and SAR levels.

4C. Organizational Structure

We currently have five wholly-owned subsidiaries, Partner Future Communications 2000 Ltd., an Israeli corporation; Partner Net Ltd., an Israeli corporation; Partner Land-Line Communications Solutions ~~LLP,~~LP, an Israeli limited partnership; Partner Business Communications Solutions, LLP, an Israeli limited partnership; and, since March 3, 2011, 012 Smile. 012 Smile has four wholly-owned subsidiaries, 012 Telecom Ltd., 012 Mobile GP Ltd., Golden Lines 012 Telecommunication Services 2001 Ltd., and 012 Mobile Limited Partnership, all Israeli corporations. ~~012 Global Inc. is a consolidated company over which the Company has control.~~ Partner Future Communications 2000 Ltd. serves as the general partner and the Company serves as the limited partner of each of the limited partnerships. ~~On October 28, 2009, we became a subsidiary of Scailex. On January 29, 2013, S.B. Israel Telecom acquired 30.87% of our issued and outstanding shares, principally from Scailex. See “~~‎~~Item~~ ‎~~7A.1 Principal Shareholders”.~~

In November 2013, the Company entered into a 15-year Network Sharing Agreement with HOT ~~Mobile, which remains subject to approval by the Ministry of Communications.~~Mobile. Pursuant to the Network Sharing Agreement, the parties created a 50-50 joint venture, in the form of a limited partnership- P.H.I. Networks (2015) Limited Partnership, which will operate and develop a cellular network to be shared by both parties, starting with a pooling of both ~~parties'~~parties’ radio access network infrastructures to create a single shared radio access network. The parties have also established a 50-50 company limited by shares under the name Net 4 P.H.I Ltd. to be the general partner of the limited partnership. See ~~"Item~~“Item ‎4B.9 Our Network"”.

4D. Property, Plant and Equipment

Headquarters

We lease our headquarter facilities in Rosh Ha-ayin, Israel, with a total of approximately ~~53,307~~51,177 gross square meters (including parking lots). In the beginning of 2014, an amendment to the lease agreements for its headquarters facility in Rosh Ha’ayin was signed, according to which the lease term is extended until the end of 2024. The rental payments are linked to the Israeli CPI. We also lease five call centers in Haifa, Jerusalem, Rehovot, Rishon Lezion (012 call center) and Beer-Sheva. The leases for each site have different lengths and specific terms. We believe that our current call center facilities are adequate for the foreseeable future, and that we will be able to extend the leases or obtain alternate or additional facilities, if needed, on acceptable commercial terms.

Network

For a description of our telecommunications network, see “Item ‎4B.9 Our Network” above.

We lease most of the sites where our mobile telecommunications network equipment is installed throughout Israel. At December 31, ~~2014,~~2015, we had ~~2,882~~2,902 network sites (including micro-sites). The lease agreements relating to our network sites are generally for periods of two to ten years. We have the option to extend the lease periods up to ten years (including the original lease period).

The erection and operation of most of these network sites requires building permits from local or regional zoning authorities, as well as a number of additional permits from governmental and regulatory authorities, and we have had difficulties in obtaining some of these permits.

Difficulties obtaining required permits could continue and therefore affect our ability to maintain cell network sites. In addition, as we grow our subscriber base and seek to improve the range and quality of our services, we need to further expand our network, and difficulties in obtaining required permits may delay, increase the costs or prevent us from achieving these goals in full. See “Item ‎3D.1e We have had difficulties obtaining some of the building and environmental permits required for the erection and operation of our network sites, and some building permits have not been applied for or may not be fully complied with. These difficulties could have an adverse effect on the coverage, quality and capacity of our network. Operating network sites without building or other required permits, or in a manner that deviates from the applicable permit, may result in criminal or civil liability to us or to our officers and directors.” And “Item ‎4B.13 Regulation”.

In November 2013, the Company entered into a 15-year Network Sharing Agreement with HOT ~~Mobile, which remains subject to approval by the Ministry of Communications.~~Mobile. Pursuant to the Network Sharing Agreement, the parties created a 50-50 joint venture, which is intended to operate and develop a cellular network to be shared by both companies, starting with a pooling of both ~~companies'~~companies’ radio access network infrastructures to create a single shared pooled radio access network. See “Item ‎4B.9 Our Network”.

Service Centers and Points of Sale

Lease agreements for our retail stores and service centers are for periods of two to ten years. We have the option to extend the lease agreements for different periods of up to ten additional years (including the original lease period). The average size of our retail stores and service center is approximately 250 square meters. See also Note 19 to the consolidated financial statements.

4A. UNRESOLVED STAFF COMMENTS

Not applicable.

ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS

The following operating and financial review and prospects are based upon and should be read in conjunction with our financial statements and selected financial data, which appear elsewhere in this report. You should also read the risk factors appearing in Item 3D of this annual report for a discussion of a number of factors that affect and could affect our financial condition and results of operations.

5A. Operating Results

5A.1 OVERVIEW

5A.1a Key Financial and Operating Data

The table below sets forth a summary of selected financial and operating data for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014.~~2015.

	Year ended December 31,									Year ended December 31,
	2012			2013			2014			2013			2014			2015

Revenues (NIS million)		5,572			4,519			4,440			4,519			4,440			4,111
Operating profit (NIS million)		865			409			400			409			400			107
Income before taxes (NIS million)		631			198			241
Profit for the Year (NIS million)		478			135			162
Income (loss) before taxes (NIS million)											198			241			(36	)
Profit (loss) for the Year (NIS million)											135			162			(40	)
Capital expenditures (NIS million)		558			413			429			413			429			354
Cash flows from operating activities (NIS million)		1,705			1,539			951			1,539			951			922
Cash flows from investing activities (NIS million)		(471	)		(498	)		(431	)		(498	)		(431	)		(356	)
Cash flow from operating activities net of investment activities (NIS million)		1,234			1,041			520			1,041			520			566
Cellular Subscribers (end of period, thousands)		2,976			2,956			2,837			2,956			2,837			2,718
Annual cellular churn rate (%)		38	%		39	%		47	%		39	%		47	%		46	%
Average monthly revenue per cellular subscriber (ARPU) (NIS)		97			83			75			83			75			69

5A.1b Business Developments in ~~2014~~2015

In ~~2014, the intensity in~~2015, competition in the Israeli telecommunications market ~~further strengthened and~~remained intense, at a similar level as in 2014. As a result, the continued substantial price erosion in the market had a further significant negative impact on the Company’s business ~~results.~~results, with a loss of NIS 40 million recorded for the year. As an illustration of the level and increase in competition in the cellular market, approximately ~~2.4~~2.5 million cellular subscribers switched operators within the Israeli market (with number porting) in 2015, largely unchanged from the number of switchers in 2014, compared with approximately 1.8 million in ~~2013, an increase of over 30%.~~2013. Significant price erosion ~~was also~~continued to be caused by the amount of cellular subscribers who moved between different rateplans or airtime packages (generally with a lower monthly fee) within the Company. InAs in 2014, ~~cellular~~in 2015, subscribers switched rateplans or packages over one million times (including subscribers who switched more than once) within the Company, ~~signifying an~~a significant increase ~~of over 50%~~ in the number of switches compared with 2013.

At the end of December ~~2014,~~2015, the Company’s active cellular subscriber base (including mobile data and 012 Mobile subscribers) was approximately ~~2.84~~2.72 million, including approximately ~~2.1~~2.2 million post-paid subscribers or ~~75%~~79% of the base, and approximately ~~705,000~~562,000 pre-paid subscribers, or ~~25%~~21% of the subscriber base. Total cellular market share (based on the number of subscribers) at the end of ~~2014~~2015 was estimated to be approximately ~~28%~~27%, compared with 28% in 2014 and 29% in 2013.

Over ~~2014,~~2015, the cellular subscriber base declined by approximately 119,000. The ~~post-paid subscriber base decreased by approximately 1,000, and the~~ pre-paid subscriber base decreased by approximately ~~118,000.~~143,000, while the post-paid subscriber base increased by approximately 24,000. The decrease in the pre-paid subscriber base was largely attributed to the pre-paid subscribers moving to post-paid subscriber packages as a result of the significant price erosion (and hence increasing attractiveness) in these ~~products.~~products, as well to increased competition for pre-paid subscribers.

The annual churn rate for cellular subscribers in ~~2014~~2015 was ~~47%~~46%, a slight decrease compared with 47% in 2014 and 39% in 2013, mainly reflecting the continued intense competition in the cellular subscriber market.

The monthly Average Revenue Per User (ARPU) for cellular subscribers for the year ~~2014~~2015 was NIS 7569 (US$ ~~19)~~18), a decrease of approximately ~~10%~~8% from NIS 8375 in ~~2013.~~2014. The decrease mainly reflected the continued price erosion in the key cellular services including airtime, content, data and ~~roaming services,~~browsing, due to the persistent fierce competition in the cellular market, partially offset by an increase in revenues from wholesale services (MVNO and national roaming) provided to other operators hosted on the Company’s ~~network.~~network and in particular as a result of the Right of Use Agreement reached with HOT Mobile. See "Item ‎5A.1e Right of Use Agreement with HOT Mobile".

In order to mitigate the impact of the competition on the price erosion and decrease in service revenues, the Company continued to adjust its cost structure and to implement operational efficiency measures through ~~2014,~~2015, which was reflected in a decrease in 2015 in total operating expenses of NIS 127 million from 2014 (including cost of service revenues (NIS 2,592 million in 2015) and selling, marketing and administrative expenses (NIS 640 million in 2015), and excluding depreciation, amortization and ~~amortization expenses) of NIS 201~~impairment expenses (NIS 769 million in ~~2014 compared with 2013.~~2015); this measure is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies). This decrease followed a decrease in operating expenses in ~~2013~~2014 of NIS ~~471~~201 million ~~in 2013~~ compared with ~~2012.~~2013. The decrease in operating expenses in ~~2014,~~2015, mainly reflected decreases in expenses related to payments to transmission, communication and content providers and the impact of efficiency measures undertaken including a reduction in payroll and related expenses resulting from the reduction in the size of the Company workforce by approximately ~~20%~~15% on an average basis (average of workforce at beginning and end of year).

The impact of the decrease in service revenues was also mitigated in ~~2014~~2015 through ~~a significant~~an increase ~~(NIS 186 million)~~ in the gross profit from equipment ~~sales. Profit~~sales of NIS 11 million. The increase in profit from equipment sales increased due to both an increase in the number of devices sold (largely as a result of a significant increase in the sales of tablets and by the launch during 2014 of sales of a variety of digital audio visual equipment including televisions, digital camera, games consoles and related equipment) and inreflected higher profit margins, mainly due to the change in product mix. In addition, our willingness to offer customers long-term installment plans boosted purchases and contributed to the rise in profits from such sales. However, the need to service our existing debt may in the future restrict our ability to continue selling equipment through long-term installment plans, thereby limiting our ability to continue benefiting from one of the key current drivers of equipment sales and total Company profits. See ~~"Item~~“Item ‎5D.2 ~~Outlook"~~Outlook” and ~~"Item~~“Item ‎3D.2b Our level of indebtedness could adversely affect our business, profits and liquidity. Furthermore, the continued decline in cash flow (excluding payments from Orange with respect to the Settlement Agreement) and difficulties in generating sustainable cash flow may impair our ability to repay our debt and reduce the level of indebtedness."”.

5A.1c ~~Entry~~Settlement Agreement with Orange Brand Services Ltd.

In June 2015, the Company announced that it had entered into a settlement agreement with Orange Brand Services Ltd ("Orange") which created a new framework for their relationship and provided both Partner and Orange the right to terminate the brand license agreement which had been in force since 1998. In accordance with the terms of the settlement agreement, the Company received advance payments in a total of €90 million during 2015: €40 million of which was received between the signing of the agreement and the completion of a market study to assess the Company’s position within the dynamics of the Israeli telecommunications services market; and €50 million of which was received in the fourth quarter of 2015, following the Company’s notice to Orange of its decision to terminate the brand license agreement.

As set forth in the settlement agreement, the advance payments are to be recognized and reconciled evenly on a quarterly basis over a period until the second quarter of 2017, against contingent marketing, sales, customer services and other expenses to be incurred over this period. The income is to be recorded in the Company’s income statement under “Income with respect to settlement agreement with Orange". For 2015, the Company recognized income with respect to the settlement agreement in an amount of NIS 61 million (US$ 16 million). Based on a legal opinion obtained by the Company, the advance payments are considered compensation payments and are therefore not subject to VAT charges.

5A.1d Network Sharing Agreement with HOT Mobile

In November 2013, the Company entered into a 15-year Network Sharing Agreement with HOT Mobile ~~which remains subject to approval by the Ministry of Communications.~~. Pursuant to the Network Sharing Agreement, the parties created a 50-50 joint venture, which is intended to operate and develop a radio access network to be shared by both parties, starting with a pooling of both ~~parties'~~parties’ radio access network infrastructures to create a single shared pooled radio access network. See ~~"Item~~ ‎“Item 4B.9 Our Network."”

According to the provisions of the Network Sharing Agreement, HOT Mobile ~~will~~would pay Partner a onetime amount ("of NIS 250 million (“Lump ~~Sum"~~Sum”), by the beginning of year 2017, ~~(unless~~unless one of the parties exercises an option granted to it under the Network Sharing Agreement pursuant to which a portion of the Lump Sum will be paid ~~earlier) ("Option"~~earlier (“Option”). Following the earlier of January 1, 2017 or the date of payment of such a portion of the Lump Sum upon exercise of the Option, each party will bear half of the capital expenditures relating to the shared network. The bearing of the operating costs of the shared network will be according to a pre-determined mechanism, according to which one half of the operating costs will be shared equally by the parties, and one half will be divided according to the relative volume of traffic of each party in the shared network. Partner expects that the Network Sharing Agreement will provide material financial benefits to Partner in terms of both the anticipated upfront payment by HOT Mobile (to be made in January 2017, or earlier if either party exercises its right under the agreement to advance the payment date) and savings in operational expenses and capital investments; however, such financial benefits are dependent on ~~regulatory approval of the agreement without requiring substantial changes, as well as the other~~ factors set forth in the related risk factor. See "“Item‎~~Item~~ ~~3D.2c~~3D.2d The network sharing agreement entered into by Partner may not provide the anticipated benefits and may lead to unexpected costs." Network sharing and similar agreements entered into by our competitors may place us at a competitive disadvantage.”

In February 2016, HOT Mobile exercised its option under the Network Sharing Agreement to advance the payment date and therefore payment of the Lump Sum is expected to be received during 2016. The Lump Sum will be recognized as deferred revenue which is to be amortized to the income statement over a period of eight years, which is determined to be the shorter of the expected period of the arrangement or the expected life of the related assets. In view of the exercise of the option, capital expenditures and operating costs shall be shared according to the mechanisms described above, from April 2016.

5A.1e Right of Use Agreement with HOT Mobile

Partner and HOT Mobile entered into a right of use agreement which took effect in November 2013, in tandem with the Network Sharing Agreement, and is valid until January 4, 2017. Under the right of use agreement, Partner provides services to HOT Mobile in the form of a right of use of Partner’s cellular network. According to the right of use agreement, HOT Mobile pays Partner fixed base payments with additional variable payments, based, among other things, on traffic volume exceeding a defined threshold. In the event that any of the parties exercises the Option referred to in the Network Sharing Agreement, and Hot Mobile pays the relevant portion of the Lump Sum earlier than January 1, 2017, the Capex-Opex Mechanism will become effective and Hot Mobile shall cease paying the payments payable under the ROU with respect to the period that follows the occurrence of the foregoing.

In February 2016, HOT Mobile exercised its option under the Network Sharing Agreement to advance the payment date of the Lump Sum. As a result, Hot Mobile shall cease paying the payments payable under the right of use agreement from April 2016. In 2015, revenues recorded related to the right of use agreement totaled approximately NIS 120 million.

~~5A.1d~~5A.1f Acquisition of 012 Smile

On March 3, 2011, the Company completed the acquisition of all of the issued and outstanding shares of 012 Smile Telecom Ltd. (“012 Smile”), from Merhav-Ampal Energy Ltd. (“Ampal”). 012 Smile is an Israeli private company, which provides international long distance services, internet services and local telecommunication fixed-line services (including telephony services using VoB). 012 Smile had revenues of approximately NIS 1,112 million during the 11 months starting February 1, 2010, the date on which 012 Smile’s business activities began to operate under a new company.

The purchase price for the acquisition of 012 Smile was NIS 650 million, which included the acquisition of all of the outstanding shares of 012 Smile and a loan from the previous shareholder to 012 Smile. As part of the acquisition, we also guaranteed the bank loans and other bank guarantees, which were provided to 012 Smile, in a total amount of approximately NIS 800 million. According to the purchase agreement, 012 Smile assigned to Ampal the right to receive payments due from a third party in an amount of approximately NIS 40 million.

At the time of the acquisition, the purchase assumed an enterprise value for 012 Smile of approximately NIS 1.45 billion. This included fixed assets, intangible assets of customer relations, brand name, Right of Use (“ROU”) of international transmission cables and goodwill. 012 Smile was financed principally through long term bank loans totaling approximately NIS 500 million that have an index (Israeli consumer price index (“CPI”)) linked rate of 3.42% with a final maturity at the end 2019. During 2012, 012 Smile prepaid the current portion of the outstanding linked principal amount of the loan (NIS 31 million), which was due originally on December 31, 2012. As of December 31, ~~2014,~~2015, the principal due by 012 Smile, including the CPI adjustment, was NIS ~~199~~198 million.

Impairment of Fixed-Line Assets and Goodwill as of December 31, 2011.

During December 2011, Bezeq International Ltd. completed the installation of an underwater cable between Israel and Italy and began commercial use thereafter. In addition, Tamares Telecom Ltd. was in the final stages of laying another underwater cable which was completed in January 2012, allowing new communication channels between Israel and Western Europe. The additional capacity significantly increased the level of competition in the market for international connectivity services that, until December 2011, had been comprised of a sole monopoly supplier. The increased competition in the market for international connectivity services during the fourth quarter of 2011 that lead to a sharp decline in prices and the Company’s expectations for increased competition in the retail ISP market, that would lead to a decrease in prices and market share, indicated the need to perform an impairment test on certain assets of the fixed-line segment. The impairment test as of December 31, 2011, was performed by management with the assistance of an external independent assessor, Giza Singer Even Ltd., with the recoverability of the relevant assets being assessed based on value-in-use calculations. As a result of the testing, impairment charges in a total amount of NIS 235 million were recognized for the fixed-line business in 2011:

~~a) Trade name by NIS 14 million, recorded in selling and marketing expenses;~~

~~b) Customer relationships by NIS 73 million, recorded in selling and marketing expenses; and~~

~~c) Right of use by NIS 148 million, recorded in the cost of revenues.~~

Trade name by NIS 14 million, recorded in selling and marketing expenses;

Customer relationships by NIS 73 million, recorded in selling and marketing expenses; and

Right of use by NIS 148 million, recorded in the cost of revenues.

In addition, the Company’s management performed, as required, its annual impairment review of goodwill, with the assistance of Giza Singer Even Ltd., again assessing recoverability of fixed-line segment assets based on value-in-use calculations. As a result of the impairment test, the Company recorded an impairment charge to goodwill in respect of the fixed-line business units in the amount of NIS 87 million in 2011.The total impact of the impairment charges on operating profit in 2011 was a reduction of NIS 322 million. The total impact on profit, including the resulting increase in deferred tax assets, net, of NIS 11 million, was a reduction of NIS 311 million.

In addition, the Company recorded an impairment of fixed-line subscriber acquisition costs in the total amount of NIS 27 million in the second half of 2011, following an amendment to the Telecommunications Law which limits subscriber exit fines in the fixed-line market.

Impairment test of Fixed-Line Goodwill as of December 31, ~~2012,~~ 2013, 2014 and ~~2014.~~2015.

Since the beginning of 2012, management undertook a program to integrate the fixed-line segment structure, which included aggregating all the fixed-line activities of the Group under the responsibility of the Head of Fixed-Line Division. As a result of this integration, the reporting and monitoring structure was aligned with the fixed-line segment, and goodwill, amounting to NIS 407 million as of year-end 2012 and thereafter, andGoodwill is allocated to a single group of CGUs which constitute all the operations of the fixed-line ~~segment.~~segment, in an amount of NIS 407 million.

For the purpose of impairment testing as of December 31, 2012, this group of CGUs represented the lowest level within the Group at which goodwill is monitored by management for internal reporting purposes.

For the purpose of the goodwill impairment ~~test~~tests as of December 31, ~~2012,~~ 2013, 2014 and ~~2014,~~2015 the recoverable amount was assessed by management with the assistance of an external independent expert ("Giza Singer Even. ~~Ltd."~~Ltd") based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a five-year period. Cash flows beyond the five-year period to be generated from continuing use are extrapolated using estimated growth rates. The growth rates do not exceed the long-term average growth rate of the fixed-line communications services business. The key assumptions used are as follows:

	As of December 31,									As of December 31,
	2012			2013			2014			2013			2014			2015
Terminal growth rate	(negative 0.2%)			(negative 0.3%)			(negative 0.2%)			(negative 0.3%)			(negative 0.2%)			(negative 0.09%)
After-tax discount rate		11.7	%		11.7	%		10.5	%		11.7	%		10.5	%		10.3	%
Pre-tax discount rate		15.7	%		15.8	%		14.3	%		15.8	%		14.3	%		13.4	%

At December 31, ~~2014,~~2015, total net financial debt (the sum total of current notes payable (NIS 554 million) and non-current borrowings and notes payable (NIS 2,547 million) less cash and cash equivalents (NIS 926 million)) amounted to NIS 2,175 million, compared to NIS 2,612 million (the sum total of current borrowings and notes payable (NIS 309 million) and non-current borrowings and notes payable (NIS 2,966 million) less cash and cash equivalents (NIS 663 million)) amounted to NIS 2,612 million, compared to NIS 3,000 million (the sum total of current borrowings and notes payable (NIS 334 million) and non-current borrowings and notes payable (NIS 3,147 million) less cash and cash equivalents (NIS 481 million)) at December 31, ~~2013.~~2014. The decrease in net financial debt compared with ~~2013~~2014 principally reflected the free cash flow (cash flows from operating activities before interest payments, net of cash flows used for investment ~~activities)~~activities, see reconciliation to cash flows below; free cash flow is not a financial measure under IFRS and may not be comparable to other similarly titled measures for other companies) generated during ~~2014.~~2015. The decrease in financial debt compared with ~~2013~~2014 also reflected prepayment of ~~bank~~ borrowings and the scheduled repayment of notes payable during ~~2014.~~2015 which was partially offset by new borrowings received during 2015. See Note 1415 to the consolidated financial statements (see also “Item ‎5B.2 Long-term ~~Bank Loans and Credit Facilities”~~Borrowings” above).

Reconciliation of cash flows to Free Cash Flow	Year ended December 31,
	2014			2015
	NIS in millions
Net cash provided by operating activities		951			922
Net cash used in investing activities		(431	)		(356	)

Free Cash Flow		520			566

At December 31, ~~2014,~~2015, the current portion of our total financial debt (including future interest payments during ~~2015)~~2016) amounted to NIS ~~419~~659 million, as compared to NIS ~~463~~419 million at December 31, ~~2013,~~2014, and was composed of the amounts set forth in the table below. We intend to fund the repayment of the current portion of our Notes payable, ~~in 2015, bank loans~~borrowings and interest in 2016, through available cash or operational cash flow, new ~~bank loans, the~~borrowings, issuance or sale of corporate notes, or a combination of one or more of these resources.

Current Portion Payable in ~~2015~~2016 as of December 31, ~~2014~~2015	NIS in millions

Principal on notes payable		~~309~~540
Principal on borrowings		15

Accrued interest on notes payables		7155
Accrued interest on long term ~~bank loans~~borrowings		3949
Total		~~419~~659

Capital Expenditures. The cellular telephone business is highly capital intensive, requiring significant capital to acquire a license and to construct a mobile telecommunications network. The capital requirements of our network are determined by the coverage desired, the expected call and data traffic and the desired quality and variety of services. Cellular network construction costs are mainly related to the number of cells in the service area, the number of radio channels in the cell and the switching equipment required.

~~102~~

Our capital expenditures represent additions to property and equipment and computer software. In the ~~year~~years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014,~~2015, our capital expenditures amounted to approximately NIS ~~558~~413 million, NIS ~~413~~429 million and NIS ~~429~~269 million, respectively, and were principally related to our cellular network.

At December 31, ~~2014,~~2015, our capital expenditure commitments totaled NIS 2311 million. For further information regarding our capital expenditure commitments at December 31, ~~2014,~~2015, see “Item ‎5F Aggregate Contractual Obligations”.

100

Dividend payments. For the year ending December 31, ~~2014,~~2015, the Company did not distribute any dividends.

5B.4 MAIN SOURCES OF LIQUIDITY

~~Cash on hand;~~

Cash on hand;

	·	~~Operating cash flows, net of cash flow used for investing activities~~

	·	~~Off balance sheet loan commitments.~~

Operating cash flows, net of cash flow used for investing activities

Off balance sheet loan commitments.

Cash on hand. At December 31, ~~2014,~~2015, we had NIS ~~663~~926 million in cash on hand, compared to NIS ~~481~~663 million at December 31, ~~2013.~~2014.

Operating cash ~~flows~~flows. . Cash generated from operations decreased by ~~38%~~3% from ~~NIS 1,539 million in 2013 to~~ NIS 951 million in 2014 to NIS 921 million (US$ ~~224~~236 million) in ~~2014.~~2015. The free cash flow for ~~2014~~2015 was NIS ~~520~~566 million compared to NIS ~~1,041~~520 million for ~~2013,~~2014, representing an increase of 9% (free cash flow is calculated as cash flows from operating activities before interest payments, net of cash flows used for investment activities; free cash flow is not a ~~decline of 50%~~financial measure under IFRS and may not be comparable to other similarly titled measures for other companies). These ~~decreases~~increases were mainly explained by ~~an increase~~a decrease in operating working ~~capital.~~capital and a decrease in the level of investment in property and equipment (principally in our cellular network). Operating working capital ~~rose~~declined by NIS 120 million in 2015 compared with an increase of NIS 46 million in ~~2014 compared with a decrease of NIS 463 million in 2013.~~2014. The ~~rise~~decline in working capital ~~primarily~~ reflected the increase in deferred revenues due to payments of €90 million received from Orange Brand Services Ltd. ("Orange") during 2015 due to the settlement agreement of the Orange brand license agreement. This decline was partially offset with the continued expansion of trade receivables, which resulted from the sharp upturn during ~~2014~~the last two years in equipment sales using long-term payment plans. By deferring the cash in-flow from sales, the long-term payment plans had a negative effect on cash flow, which more than offset the payments still being received from customers who purchased equipment in long term plans during previous periods.

The need to service our existing debt may in the future restrict our ability to continue absorbing the negative effect on cash flow of equipment sales through long-term installment plans. We may therefore be obliged to curtail the use of long-term payment plans for customers purchasing equipment, which would negatively impact one of the key current drivers of equipment sales and total Company profits.

Existing credit facilities. During ~~2014~~2015 and at December 31, ~~2014,~~2015, we dodid not have any active credit facilities.

Off balance sheet loan commitments. OnIn May ~~27,~~ 2014, the Company engaged in a loan agreement with a group of institutional corporations ~~("Lenders"~~(“Lenders”), according to which on December 28, 2016, the Lenders will provide the Company a loan in the principal amount of NIS 250 million. The loan will bear unlinked interest at the rate of 4.95% per annum and will be paid (principal and interest) in variable quarterly payments over five years, commencing in March 2017. On November 27, 2014, the Company engaged in a loan agreement with a group of institutional corporations ~~("Lenders"~~(“Lenders”), according to which on December 26, 2017, the Lenders will provide the Company a loan in the principal amount of NIS 100 million. The loan will bear unlinked interest at the rate of 4.44% per annum and will be paid (principal and interest) in variable quarterly payments over five years, commencing in March 2018. On November 30, 2014, the Company engaged in a loan agreement with a group of institutional corporations ~~("Lenders"~~(“Lenders”), according to which on December 26, 2017 the Lenders will provide the Company a loan in the principal amount of NIS 100 million. The loan will bear unlinked interest at the rate of 4.34% per annum and will be paid (principal and interest) in variable quarterly payments over five years, commencing in March 2018.

~~103~~

We believe that funds from our operations, together with our cash on hand, will provide us with enough liquidity and resources to fund our expected capital expenditure needs, payment of amounts due on our notes, as well as under our financing agreements, our license payments and our other material commitments, at least for the next 12 months. However, the actual amount and timing of our future requirements may differ materially from our estimates. ~~In addition, the need to service~~

101

As noted in “Item ‎3D.1i Our mobile telephone license imposes certain obligations on our ~~existing debt~~shareholders and restrictions on who can own our shares. Ensuring compliance with these obligations and restrictions may ~~in the future restrict~~be outside our control, and may limit our ability to ~~continue selling equipment through long-term installment plans, as~~raise new equity capital. If the obligations or restrictions are not respected by our shareholders, we could lose our license.”, if the Company decides to raise capital, it may face significant difficulty to do so since the current holdings of Israeli entities (as defined in the license) holdings are approximately 5% and any equity offering to the public or to the Company's employees and office holders will require an equivalent equity offering of shares to Israeli entities, in a ~~result~~manner in which the total Israeli entities founding shareholders' holdings will not be less than 5% of ~~such plans’ negative impact on cash flow. We~~the total issued share capital. Since these Israeli entity shares require pre-approval of the MoC to determine that the receiving shareholder is eligible to be an Israeli entity, they are limited in their capability of transfer to another shareholder. The Company may ~~thus~~need to grant a significant discount in an equity offering of these Israeli entity shares. If the Company would be required to ~~curtail the use of such plans~~raise capital and this issue would prevent it, there could be an adverse impact on our business (e.g. reduction in ~~order to maintain sufficient cash to meet anticipated financial needs and obligations.~~sales with long term credit arrangements and/or reduction in capital investments). See ~~"Item~~also “Item ‎5D.2 Outlook".

5C. Research and Development, Patents and Licenses

We are primarily a user rather than a developer of technology. Accordingly, we did not engage in any significant research and development activities during the past three years.

5D. Trend Information

5D.1 ~~Recent Developments~~RECENT DEVELOPMENTS

See “Item ‎5D.2 ‎Outlook”. See also recent regulatory developments in “Item ‎‎4B.13d Regulatory Developments” and “Item ‎‎3D.1 RISKS RELATING TO THE REGULATION OF OUR INDUSTRY”.

5D.2 ~~Outlook~~OUTLOOK

In ~~2014,~~2015, the intensity in competition in the Israeli telecommunications market ~~further strengthened~~remained strong and was reflected in further substantial price erosion in the market following the substantial price erosion already experienced in 2014, resulting in a further significant negative impact on the Company’s business results. InAs in 2014, in 2015, the Company experienced a material decrease in service revenues due to the continued price erosion, which is expected to continue in the coming quarters of 2015. Furthermore, the trends of eroding profitability and an increasing level of working capital which had an adverse effect on our cash flow during 2014 have continued during the first half of the first quarter of 2015. Should these trends continue, they will have an adverse impact on the Company's profitability and cash flow in 2015.2016.

Depending on regulatory and other developments in the market, our operating results may continue to decline in ~~2015~~2016 and beyond, which may adversely affect our financial condition. See also ~~"Item~~“Item ‎3D.2a As a result of substantial and continuing changes in our regulatory and business environment, our operating results have decreased significantly in the past ~~four years.~~five years, with a loss recorded for 2015. Our operating results may continue to decline in ~~2015~~2016 and beyond, which may adversely affect our financial condition."

Regarding operating cash flows, the continuation of the trend of increasing trade receivables due to the increase in equipment sales through monthly installment plans is expected to continue in the coming quarters of ~~2015.~~2016. Should equipment sales continue at the same level, and with the same financing terms as in ~~2014~~2015 throughout the coming year, trade ~~receiveables~~receivables are expected to increase during the coming year. ~~This~~The negative effect on the cash flow is explained by the fact that payments to equipment vendors would be higher than the operating cash flow payments from customers who have purchased equipment through long term financing plans. In light of such plans’ net downward effect on current cash flow, as well as the Company’s need for cash to service substantial existing debt, we may be required to curtail the use of long-term financing plans to promote equipment sales, thereby limiting our ability to continue benefiting from one of the key current drivers of total Company profits. If, as a result, the level of equipment sales and profits decline, ~~as a result,~~ and there is a further decline in profits from telecommunications services, total Company profits will not reach the levels of profit before the impact of the impairment that was recorded for ~~2014.~~

2015.

The Company intends to persevere with its strategy of continuing to invest in its key assets, including its network infrastructure, customer service and information systems, even during periods of fierce market competition, for the benefit of the Company’s shareholders. See also “Item ‎~~3D Risk Factors”.~~

102

The statements above under this section regarding trends are “forward-looking” statements. We have based these forward-looking statements on our current knowledge and our present beliefs and expectations regarding possible future events. These forward-looking statements are subject to risks, uncertainties and assumptions about Partner, consumer habits and preferences in mobile telephone usage, trends in the Israeli telecommunications industry in general, possible regulatory and legal developments and trends in general economic conditions. For a description of some of the risks we face, see “Item 3D. Key Information – Risk Factors”, “Item 4. Information on the Company”, “Item 5. Operating and Financial Review and Prospects” and “Item 8A. Consolidated Financial Statements and Other Financial Information – Legal and Administrative Proceedings”. In light of these risks, uncertainties and assumptions, the forward-looking events discussed above might not occur, and actual results may differ materially from the results anticipated.

~~104~~

5E. Off-Balance Sheet Arrangements

As of December 31, ~~2014,~~2015, the Company provided bank guarantees in a total amount of NIS ~~129~~204 million. For further details see Note ~~16 (7)~~17 (6) to the consolidated financial statements.

During 2014, the Company engaged in several future loan agreements with a group of institutional corporations according to which the lenders will provide the Company with loans in the amount of NIS 250 million on December 2016, and loans in the amount of NIS 200 million on December 2017. See "“‎5B.2 Long-term ~~Bank Loans"~~Borrowings".

Other than the aforementioned guarantees and deferred loans, there are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors. See also “Item ‎‎5F Aggregate Contractual ~~Obligations"~~Obligations”.

5F. Aggregate Contractual Obligations

Set forth below are our contractual obligations and other commercial commitments as of December 31, ~~2014:~~2015:

	Payments due by period (NIS in millions)										Payments due by period (NIS in millions)
Contractual Obligations	Total		2015		2016-2017		2018-2019		2020 and thereafter		Total		2016		2017-2018	2019-2020	2021 and thereafter

Notes Series B*		256		130		126		-		-		125		125	-	-		-
Notes Series C*		774		24		508		242		-		742		255	487	-		-
Notes Series D*		586		8		125		229		224		574		7	231	225		111
Notes Series E*		623		218		405				-		405		208	197	-		-
Long term bank borrowings*		1,398		39		427		753		179
Long term borrowings*												1,580		64	346	878		292

Operating Leases		1,123		226		377		231		289		918		223	282	181		232
Trade payables		804		804		-		-		-		715		715	-	-		-
Payables in respect of employees		81		81		-		-		-		61		61	-	-		-
Other payables		36		36		-		-		-		36		36	-	-		-
Contribution to defined benefit plan		15		15		-		-		-		11		11	-	-		-
Commitments to pay for inventory purchases		554		554		-		-		-		647		647	-	-		-
Commitments to pay for property, equipment purchases and software elements purchases (capital expenditures)		23		23		-		-		-		11		11	-	-		-
Commitments to pay for rights of use		322		27		92		102		101		303		51	99	102		51
Commitments to pay for transmission services (See note 16(6) to the consolidated financial statements)		140		69		71		-		-
Commitments to pay for transmission services (See Note 17(5) to the consolidated financial statements)												71		71	-	-		-

Total Contractual Cash Obligations		6,735		2,254		2,131		1,557		793		6,199		2,485	1,642	1,386		686

* The table above includes expected payments of interest on our long-term debt (borrowings and notes payable).

~~105~~103

ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES

6A. Directors and Senior Management

6A.1 DIRECTORS

Below is a list of the directors of the Company as of the date of ~~filing of~~ this annual report.

Name of Director	Age	Position

Adam Chesnoff*	4950	Chairman of the Board of Directors
Elon Shalev*	6364	Vice-Chairman of the Board of Directors
Dr. Michael J. Anghel (1)(2)(3)(4)	7677	Director
Barry Ben Zeev (1)(2)(3)(4)	6364	Director
Fred Gluckman*	4445	Director
Sumeet Jaisinghani* Barak Pridor*	3050	Director
Osnat Ronen (5) (6)	5253	Director
Yoav Rubinstein*	4142	Director
Arieh Saban*	6869	Director
Yehuda Saban**	36	Director
Arik Steinberg (1)(2)(4)	5051	Director
Ori Yaron*	4950	Director

(1)

Member of the Audit ~~Committee.~~Committee

(2)

Member of the Compensation ~~Committee.~~Committee

(3)

External Director under the Israeli Companies ~~Law.~~Law (See ~~"Item~~“Item ‎6C Board ~~Practices"~~Practices”)

	(4)	Independent Director under NASDAQ rules and under the Israeli Companies ~~Law.~~Law

	(5)	Independent Director under NASDAQ rules

(6)

Appointed by the Israeli founding shareholders

* Nominated by S.B. Israel Telecom

** Nominated by the court appointed receiver with respect to most of Scailex's shares in the Company and reappointed by the Annual General Meeting of the Company on October 27, 2015.

~~106~~104

Adam Chesnoff was appointed to the Board of Directors of Partner effective as of January 29, 2013 and was appointed to serve as Chairman of the Board of Directors on November 20, 2013. Mr. Chesnoff serves as the President and Chief Operating Officer of Saban Capital Group, Inc., responsible for overseeing its investment and business activities, including private equity and public market investments. Mr. Chesnoff is a member of the Board of Directors of Univision Communications Inc., the largest Spanish-language media company in the United States; a member of the Board of Directors of Celestial Tiger Entertainment Ltd., an owner and operator of pay television channels across Asia. Mr. Chesnoff is also a member of the Board of Commissioners of MNC Ltd., an Indonesian media ~~company, and of MNC Sky Vision Ltd., Indonesia’s largest pay television operator.~~company. In addition, Mr. Chesnoff served as Vice-Chairman of the Board of Directors of ProSiebenSat.1 Media AG from 2003 until 2007. From 2005 to 2010, Mr. Chesnoff served on the Board of Directors of Bezeq Israel Telecommunication Company Ltd. Mr. Chesnoff holds a B.A in economics and management from Tel-Aviv University and an M.B.A from UCLA’s Anderson School of Business.

Elon Shalev was appointed to the Board of Directors of Partner effective as of January 29, 2013 and was appointed to serve as Vice Chairman of the Board of Directors on November 20, 2013. Mr. Shalev serves as ~~Chairman of the Board of Directors of SHL Telemedicine Ltd. and as~~ a senior advisor to Saban Capital Group, Inc. Mr. Shalev was the founder of Channel 2 news and ~~during 1993-1995~~from 1993 to1995 served as its Chief Executive Officer. From 1996-1999, he served as Editor in Chief of “Yediot Aharonot”, and from 2000-2001 he served as Executive Vice President of Discount Investment Corporation Ltd. of the IDB ~~group.~~Group. Mr. Shalev was the co-founder of SHL Telemedicine Ltd. and still serves as a director in the company. Mr. Shalev served in the past on the Board of Directors of Bezeq Israel Telecommunication Company Ltd., DBS Satellite Services (1998) Ltd. (Yes) and Bezeq International Company Ltd. Mr. Shalev holds a B.A. degree in political science from Tel Aviv University.

Dr. Michael J. Anghel was appointed to the Board of Directors of Partner in March 2006. From 1977 to 1999, he led the Discount Investment Corporation Ltd. (of the IDB Group) activities in the fields of technology and communications. Dr. Anghel was instrumental in founding Tevel, one of the first Israeli cable television operators and later in founding ~~Cellcom~~Cellcom. In 1999 he founded CAP Ventures, an advanced technology investment company. From 2004 to 2005, Dr. Anghel served as CEO of DCM, the investment banking arm of the Israel Discount Bank. He has been involved in various technology enterprises and has served on the Board of Directors of various major Israeli corporations and financial institutions including Elron, Elbit, Nice, Gilat, American Israeli Paper Mills, Maalot (the Israeli affiliate of Standard and Poor’s) and Hapoalim Capital Markets. He currently serves on the Board of Directors of Syneron Medical Ltd., Evogene Ltd., Dan Hotels Ltd, Orbotech Ltd., BiolineRx Ltd. and the Strauss-Group Ltd. Until recently he was the Chairman of the Center for Educational Technology. Prior to launching his business career, Dr. Anghel served as a full-time member of the Recanati Graduate School of Business Administration of the Tel Aviv University, where he taught finance and corporate strategy. He currently serves as Chairman of the Tel Aviv University’s Executive Program. Dr. Anghel holds a B.A. in economics from the Hebrew University in Jerusalem and an M.B.A. and Ph.D. in finance both from Columbia University in New York.

Barry Ben Zeev (Woolfson) was appointed to the Board of Directors of Partner in October 2009. He has been providing strategic business consulting services since 2009. Mr. Ben Zeev served as the Deputy-Chief Executive Officer & Chief Financial Officer of Bank Hapoalim in 2008. He joined the bank in 1976 and served in a variety of senior positions in the branch system and the international division including New York. Mr. Ben Zeev served in the following executive positions prior to becoming Deputy-Chief Executive Officer & Chief Financial Officer of Bank Hapoalim: Executive Vice President & Head of International Operations during the years 2001-2002, Deputy-Chief Executive Officer & Head of International Private Banking during the years 2002-2006, Chairman of Poalim Asset Management during the years 2001-2006, Chairman of Bank Hapoalim Switzerland during the years 2002-2006, Deputy Chairman of the Board of Directors of Signature Bank in New York during the years 2001-2002 and Deputy-Chief Executive Officer and Head of Client Asset Management during the years 2006-2007. Mr. Ben Zeev serves on the Board of Directors of the following companies: Ellomay Capital Ltd., Poalim Asset Management UK Ltd., Ben Zeev (Woolfson) Consultants Ltd. ~~and~~, Hiron-Commerce Investments & Mivnei ~~Ta'asiya Ltd.He~~Ta’asiya Ltd., Kali Pension Administration Management Ltd., Altshuler Shaham Insurance Company Ltd. and Altshuler Shaham Provident and Pension Ltd. He also served as a member of the Board of Directors of the Tel Aviv Stock Exchange during the years 2006-2007. Mr. Ben Zeev holds a B.A. in economics and an M.B.A both from Tel-Aviv University.

~~107~~105

Fred Gluckman was appointed to the Board of Directors of Partner effective as of January 29, 2013. Mr. Gluckman serves as the Chief Financial Officer and executive vice president of Saban Capital Group, Inc. ~~("SCG"~~(“SCG”). In this position, Mr. Gluckman is responsible for all financial, accounting, tax, HR and ~~tax~~IT functions of the firm, and has been an active member of the firm’s investment team since joining the firm in 2003. Mr. Gluckman is a member of the Board of Directors of Celestial Tiger Entertainment and serves on its Audit Committee. Mr. Gluckman’s experience, prior to joining SCG, includes international and domestic advisory work in the London and Southern California practices of Deloitte. Mr. Gluckman is actively engaged in the community, serving on multiple boards of national and local charitable organizations including on the ~~National board~~national executive committee of the Friends of the IDF. Mr. Gluckman is a CPA and holds a B.S. in economics from Wharton Business School and studied at the Hebrew University in Jerusalem.

~~Sumeet Jaisinghani~~Barak Pridor was appointed to the Board of Directors of Partner ~~effective~~in February 2016. Mr. Pridor served from 2000 until 2011 as CEO of ~~January 29, 2013.~~ClearForest, a software startup that was acquired by Thomson Reuters in 2007. Following the acquisition, Mr. ~~Jaisinghani is~~Pridor continued to serve as CEO of ClearForest as well as an Executive Vice President at Thomson Reuters until 2011. Mr. Pridor serves as Chairman of the Board of Directors of Applicaster Ltd. from 2015 and as a ~~Managing Director of Saban Capital Group, Inc. ("SCG"), is responsible for SCG's principal investment activities in Asia and is head of SCG's Singapore office. In addition to being~~director on the Board of Directors of ~~Partner,~~Leadspace Ltd. from 2013, and of Sosa Tlv Ltd. from 2013. Mr. Jaisinghani is a member of the Board of Directors of Celestial Tiger Entertainment (CTE) and an observer on the Board of Directors of Taomee. Mr. Jaisinghani played a key role in SCG’s investments in Partner, Media Nusantara Citra, Global Mediacom, CTE and Taomee. Mr. Jaisinghani was also involved with SCG’s controlling investment in Bezeq Telecommunications Company Ltd. until its sale in April 2010. Prior to joining SCG, Mr. Jaisinghani worked as an investment banker in the Mergers & Acquisitions Group of J.P. Morgan in New York. Mr. JaisinghaniPridor holds a ~~B.S.~~B.Sc. in ~~finance~~Mathematics and ~~management, with high distinction,~~Computer Science from ~~Indiana University’s Kelley School of Business.~~Tel Aviv University and a M.B.A. from INSEAD Business School.

Ms. Osnat Ronen was appointed to the Board of Directors of Partner onin December 8, 2009. Ms. Ronen founded FireWind 01 GP in 2015 and has since served as its general partner. Ms. Ronen has also served as an advisor to Liquidnet, Inc. from 2013 to 2015. She previously served as a General Partner of Viola Private Equity from ~~January~~ 2008 until ~~March~~ 2013. From ~~2001 until~~1994 to 2007, Ms. Ronen ~~was~~served in various positions at Bank Leumi Le Israel BM, including as the Deputy Chief Executive Officer of Leumi Partners Ltd., from 2001 to 2007 and as Deputy Head of the ~~investment banking services arm~~Subsidiaries Division of the Leumi Group ~~where she was responsible for the Group’s Private Equity portfolio.~~from 1999 to 2001. Between 2004 and 2007, Ms. Ronen also led the strategic planning, deployment and execution of the Bachar Reform, one of Israel’s largest financial reforms, at Leumi Group. As part of the implementation, Ms. Ronen managed the sale of Leumi’s holdings in mutual, provident and training funds. ~~Prior to these positions,~~ Ms. Ronen ~~served as Deputy Head of the Subsidiaries Division of the Leumi Group from 1999 until 2001. Ms. Ronen~~currently serves on the Board of Directors of Mizrahi-Tefahot Bank Ltd., Fox-Wizel Ltd. and ~~The~~Perion Network Ltd. She also volunteers as a director of the College Offor Management (Michlala Le-Minhal) and ~~also serves as an advisor to Liquidnet, Inc. and leads its activity in Israel.~~Yissum Research Development Company of the Hebrew University of Jerusalem. Ms. Ronen served on the Board of Directors of several portfolio companies of Viola including: ~~the Paz Group, Super-Pharm, Direct-I.D.I. Insurance Company~~Amiad Water Systems Ltd., ~~Tene- PE Fund, Keshet Broadcasting, Leumi Card Ltd., Visa CAL, Leumi & Co. Investment House, Psagot Mutual Funds, Arab Israeli Bank,~~ Orad Hi-tech ~~Ltd., Amiad Filtration Systems~~ Ltd., Aeronautics Ltd., Degania Medical Ltd., and Matomy Media Group Ltd. ~~and Leumi Mortgage Bank.~~ Ms. Ronen holds a B.Sc. in mathematics and computer science from Tel Aviv University and an M.B.A.~~, both~~ from the Recanati School of Business Administration at Tel Aviv University.

Yoav Rubinstein was appointed to the Board of Directors of Partner effective as of January 29, 2013. Mr. Rubinstein joined SHL Telemedicine Ltd. as Senior Vice President, Head of Global Business Development in March 2012. Previously, Mr. Rubinstein served as an investment professional at Apax Partners for nine years and as Senior Advisor to Saban Capital Group, Inc. Mr. Rubinstein holds a B.A. in business administration from the Interdisciplinary Center in Herzliya.

Arieh Saban was appointed to the Board of Directors of Partner effective as of January 29, 2013. Mr. Saban has served since 2010 as Chairman of the Board of Directors of Saban Brands Israel Ltd. From 1983 until 2002 Mr. Saban served as the CEO of Israel Audio-Visual Corporation, a media distribution, licensing and merchandising agency that he founded. From 2000 until 2002 he served as Chairman of the Board of Directors of Fox Kids Israel, a joint venture with Fox Kids Europe. From 2005 until 2012, Mr. Saban served on the Board of Directors of the following companies: Keshet Broadcasting Ltd., Pelephone Communications Ltd., DBS Satellite Services (1998) Ltd. (Yes) Bezeq Israel Telecommunication Company Ltd. and Bezeq International Company Ltd.

Yehuda Saban was appointed to the Board of Directors of Partner effective as of April 29, 2015. Mr. Saban served between 2011- mid 2015 as Vice President Economics & Regulation and FLNG (Floating Liquefied Natural Gas) manager at Delek Drilling & Avner oil exploration. Previously, Mr. Saban served over 6 years in various capacities with the budget department of the Ministry of Finance as Manager of the Telecommunications and Tourism Unit, Manager of the Budget and Macroeconomics unit and as an economist in the Energy unit. During those years, Mr. Saban was also an active partner in a number of committees and authorities in the energy, telecommunications and infrastructure fields. Mr. Saban holds a B.A. in Economics & Business Management (graduated with honors) and an M.B.A specializing in Financing, both from the Hebrew University in Jerusalem.

106

Arik (Arie) Steinberg was appointed to the Board of Directors of Partner in January 2012. Mr. Steinberg served from 2006-2010 as Chairman of the Board of Directors of Psagot Investment House, Ltd., as well as other companies in the Psagot Group, leading and overseeing the business strategies of the Psagot Group. Mr. Steinberg served as Chairman on behalf of York Capital. In addition, he served on the Board of Directors of the Tel-Aviv Stock Exchange. Mr. Steinberg also served between 1999-2003 as Chief Executive Officer of Ilanot Batucha Investment House from the IDB Group, as well as a director of Maalot (the Israeli affiliate of Standard and Poor’s).Prior to that, Mr. Steinberg served as Managing Director of Etgar- Portfolio Management Trust Co. owned by Bank Mizrahi. He also served on the Advisory Boards of Mobileye Technologies and Novotrans Group SA. Mr. Steinberg serves on the Board of Directors of Leumi Partners Ltd. Mr. Steinberg studied economics at Tel-Aviv University.

~~108~~

Ori Yaron was appointed to the Board of Directors of Partner in May 2014. Mr. Yaron practices law and manages Ilan Yaron Law Offices that specializes in the areas of insurance and torts. Mr. Yaron is a member of the Board of Directors of the Geophysics Institute and served from 2006 until 2007 as a member of the Board of Directors of Mekorot Development & Enterprise and from 2011 until 2014 as a member of the Board of Directors of Hozei Israel Ltd. Mr. Yaron holds a B.A. in economics and an LL.B. both from Tel-Aviv University and is a member of the Israeli Bar Association.

6A.2 SENIOR MANAGEMENT

Below is a list of the Senior Management of the Company as of the date of ~~filing of~~ this annual report:

Name of Officer	Age	Position

~~Haim Romano~~ Isaac Benbenisti	6051	Chief Executive Officer
~~Itzik Benbenishti~~ Yuval Keinan	5041	Deputy Chief Executive Officer
Ziv Leitman	5657	Chief Financial Officer
~~Roly Klinger~~1Nomi Sandhaus	5558	Vice President, Chief Legal ~~& Regulatory Affairs, Business Development~~Counsel and Corporate Secretary
Einat Rom	4950	Vice President, Human Resources & Administration
~~Menahem Tirosh~~	63	~~Chief Operating Officer~~
~~Guy Emodi~~Ronit Rubin	51	Vice President, ~~Economics & Planning, Corporate Strategy and Operator Relations~~Business Customers Division
~~Ronit Rubin~~2Zvika Shenfeld	5043	Vice President, ~~Business Customer~~Private Customers Division
~~Zvika Shenfeld~~ Atara Litvak Shacham	42	~~Vice President, Retail Division~~
~~Atara Litvak Shacham~~	4344	Vice President Marketing and Growth Engines Division
~~Amalia Glaser~~ Liran Dan	5037	~~Spokesman~~Vice President Strategy and ~~VP Communications and Corporate Responsibility Division~~Business Development

107

1On February 23, 2015, the Board of Directors accepted the resignation tendered by Adv. Roly Klinger and appointed Adv. Nomi Sandhaus as Vice President, Legal Counsel, Regulatory Affairs and Corporate Secretary effective May 3, 2015.

2 ~~Effective February 1, 2015, Ronit Rubin was appointed as Vice President, Business Customer Division. Previously Ms. Rubin served as Vice President, Information Technology.~~

~~Haim Romano~~Isaac Benbenisti was appointed as Chief Executive Officer ~~in October 2011.~~effective July 1, 2015 after having served as the Deputy CEO of Partner from November 2014. Prior to joining the Company, he served as the CEO of EL AL Israel Airlines between the years 2005-2010. Haim Romano was one of the founders of Partner and during his 7 years with the Company he served in various positions including Vice President, Human Resources and Administration, Manager of Customer Division (Services and Sales) and Deputy CEO. Mr. ~~Romano holds a B.A from Tel Aviv University, an M.A degree in international relations from Haifa University and attended the Advanced Management Program (AMP) at Harvard Business School.~~

~~109~~

~~Itzik Benbenishti~~ ~~was appointed the Deputy CEO of Partner on November 2, 2014 after having~~Benbenisti served from 2007 until 2014, as the CEO of Bezeq International Ltd. From 2003 through 2006, Mr. Benbenisti served as a director and manager of the Personal Computer and Distribution Channels Division at Hewlett-Packard (HP). Prior to that, he held a variety of managerial positions, including as the CEO of CMS Compucenter Ltd. Mr. Benbenisti holds a B.A in economics and an M.B.A specializing in finance and marketing, both from the Hebrew University of Jerusalem.

Yuval Keinan was appointed as Deputy CEO effective January 1, 2016, after having served from 2008 until 2015 as the Vice President and CTO of Bezeq, the Israel Telecommunications Corp., Ltd. Prior to that, he served for three years as Vice President technology division, engineering & IT and CTO of Bezeq International Ltd. Mr. Keinan holds a B.Sc. in computer science from Mercy College.

Ziv Leitman was appointed as Chief Financial Officer of Partner in August 2011. Prior to joining the Company, Mr. Leitman served from 2009 as the Deputy CEO and CFO of Paz Oil Company Ltd., the largest energy and convenience retailer company in Israel traded on the Tel Aviv stock exchange. Mr. Leitman served from 2002 until 2009 as Executive Vice President and CFO of Comverse Inc., global leading provider of systems to telecommunication companies. Previously he served as Executive Vice President and CFO of Discount Investments Corporation Ltd. and, Lucent Technology –EIS, Prior to this, Mr. Leitman served as CFO of Hogla-Kimberly ~~Ltd,~~Ltd. and Optrotech Ltd. Mr. Leitman is a CPA and holds a B.A in economics and accounting and an M.B.A in finance and information systems all from Tel Aviv University.

~~Roly Klinger~~Nomi Sandhaus, was appointed as Vice President, Legal ~~and~~Counsel, Regulatory Affairs ~~Business Development & Company~~and Corporate Secretary effective ~~November 2012.~~May 2015. Prior to joining the Company, Ms. ~~Klinger joined Partner in August 1998~~Sandhaus served for five years as the ~~Chief~~chief legal advisor and Head of the Legal ~~Counsel and Joint Corporate Secretary and was appointed as Vice President responsible also~~Division of Bank Leumi le-Israel B.M. Ms. Nomi Sandhaus had previously served for ~~Regulatory Affairs effective November 1, 2007. From 1993, she served as Legal Advisor and Corporate General Secretary of Keshet Broadcasting Ltd., which~~thirteen years in other senior positions in the bank’s legal division. Ms. Sandhaus holds an operating franchise for Israel’s first commercial television channel. Previously, while practicing in the private sector, she lectured on communications law at the College of Management-Academic Studies, Tel-Aviv. Ms. Klinger received an LL.B ~~degree~~ from Tel Aviv ~~University, attended the Advanced Management Program (AMP) at Harvard Business School and is a member of the Israel Bar Association.~~University.

Einat Rom, was appointed as Vice President of Human Resources effective November 1, 2012 after having served as Vice President of Private Customers Division since December 1, 2010. Prior to joining Partner, Mrs. Rom served as Vice President of Service in Better Place Company and prior to that, she served as Vice President of Private Division in Bezeq The Israel Telecommunication Corp. and as Vice President of Service in Pelephone Communications Ltd. Mrs. Rom holds a B.A in social ~~science.~~

~~Menahem Tirosh~~ was appointed as Chief Operating Officer of Partner effective January 1, 2012. Mr. Tirosh has extensive experience in telecommunications. He was among the founders of Partner and served as Chief Technology Officer of Partner since its inception and until 2004. Prior to his appointment he served as CEO of Schema which develops solutions to optimize cellular networks and served in various management positions, including the CEO of the startup Outsmart and CEO of TTI Telecom. Mr. Tirosh holds a B.A in electrical engineering (B.Sc)science from ~~the Technion and an M.A in communication systems engineering (M.Sc) from Ben Gurion~~Haifa University.

~~Guy Emodi~~ was appointed as Vice President Economics & Planning, Corporate Strategy and Operator Relations in December 2012. Between 1997 and 1998, Mr. Emodi was a member of the tender team, bidding for the third cellular operator in Israel as the representative of the Dankner Group in the Partner Group together with Hutchison Telecom and Elbit. After winning the bid in April 1998, Mr. Emodi joined the Partner’s founding team and served as Head of Economics & Planning, Business Planning, Corporate Finance and Investor Relations. Mr. Emodi served in several senior management roles in Partner, including Head of Finance and CFO of the subsidiary companies, PFC and PMI. In 2006 Mr. Emodi left Partner to assume the role of CEO of Ociff India, a public traded (TSE) real estate development company that was acquired in 2007 by a private investor. He then assumed the role of CFO and Executive Director of Playtech, a publicly traded company (LSE) that is the world leading online gaming software provider. Mr. Emodi holds a B.A in economics and business administration from Tel-Aviv University and an M.B.A from the London Business School.

Ronit Rubin, was appointed as Vice President Business Customer Division in February 2015, after having served for ~~four~~five years since joining the Company in March 2010 as Vice President CIO of the IT Division. Prior to joining the Company, Ms. ~~Rabin~~Rubin served from 2006 as the VP IT Division and Business Technologies of VISA CAL. From 1983-2006, she served in the Israeli Defense Forces and held various positions in the programming field, including commander of the computer unit of the Navy from 2004-2006. Ms. Rubin holds a B.A in economics and logistics from Bar Ilan University and an M.B.A from Ben- Gurion University.

~~110~~

Zvika Shenfeld was appointed as Vice President, Retail Division effective October 1, 2013 after having served prior to that as the Vice President of Marketing and Content Division, the Acting Head of Marketing, Content and Growth Engines Division and as the deputy of the head of the division since joining the Company in March 2012. From 2009 to 2012 he served as the marketing, strategy and business development at Newpan, an electronic home and small appliances distributor and retail chain. From 2006 until 2009, Mr. Shenfeld held various positions at the Eurocom Group including VP marketing and Business development at Internet Gold and Deputy CEO of MSN Israel. From 2003 until 2006 he served as Marketing Manager of AIG Israel. From 1999 until 2003 he held various economic and marketing positions at 013 Barak ILD. Mr. Shenfeld holds a B.A in economics and logistics from Bar Ilan University and an M.B.A from the ONO academic center.

Atara Litvak Shacham was appointed as Vice President of Marketing in December 2014 and joined Partner on February 10, 2015. Before joining Partner, Ms. Litvak Shacham served during 2014 as the Chief Marketing Officer at Colmobil Group, Carter Venture and prior to that as the Vice President of Marketing at Bezeq International Inc. from 2005-2013. Prior to that, Ms. Litvak Shacham served in various management positions. Ms. Litvak Shacham holds a B.A. with honors in behavioral sciences and HR management and industrial management from Ben-Gurion University, an M.B.A. specializing in marketing from the Hebrew University and attended the Management Acceleration Program (MAP) at INSEAD.

108

~~Amalia Glaser~~Liran Dan ~~joined Partner in April 2007 as the Company spokesman and in 2013~~ was appointed as ~~Spokesman~~Vice President Strategy and ~~VP Communications~~Business Development in October 2015, after having served from 2012 until 2015 as the Director of the Public Diplomacy and ~~Corporate Responsibility Division.~~Media at the Prime Minister’s office. Prior to ~~joining Partner, Ms. Glaser worked for ten years for the public relations firm Rahav Communications, during which she filled~~that, he held a ~~number~~series of ~~managerial positions.~~executive positions at Channel 2 News. In ~~her~~his last position, ~~she served~~ as the ~~firm’s Joint General Manager. Prior to working at Rahav Communications, Ms. Glaser headed~~V.P. Digital Media, he established the ~~Spokesman, Public~~digital desk of Channel 2 News. Mr. Dan holds an Executive MBA degree from Tel-Aviv University, and ~~Governmental Relations Division of “Adam Teva Vedin” –~~ a ~~legal scientific non-profit association that deals with environmental issues. Ms. Glaser was also a lecturer for courses regarding Israel, landscape~~BA in political science and ~~the environment. Ms. Glaser holds a B.A.~~history from ~~the Tel-Aviv~~Bar-Ilan University.

Appointments and Resignations

~~Our two principal shareholders have entered into a shareholders’ agreement regarding, among other things, the composition of the Board of Directors. See “Item~~ ‎~~7A.2 Agreement Between the Two Principal Shareholders”~~

None of the above directors, except for Mr. Arieh Saban, who is the brother of Mr. Haim Saban, the owner and CEO of Saban Capital Group, has any family relationship with any other director or senior manager of the Company. None of the above members of senior management has any family relationship with any other director or senior manager of the Company.

~~Mr. Ilan Ben-Dov, Chairman of~~On May 19, 2015, the Board of Directors announced the anticipated departure of ~~Scailex, resigned from our Board~~Mr. Haim Romano and the appointment of ~~Directors effective June 29, 2014 and~~ Mr. ~~Yahel Shachar,~~Isaac Benbenisti as Chief Executive Officer ~~of Scailex, resigned from our Board of Directors~~ effective ~~December 31, 2014.~~July 1, 2015.

Adv. Nomi Sandhaus, has been appointed by the Board of Directors as Vice President, Legal Counsel, Regulatory Affairs and Corporate Secretary effective May 3, 2015. Prior to joining the Company, Adv. Sandhaus served for five years as the chief legal advisor and Head of the Legal Division of Bank Leumi le-Israel B.M. Adv. Nomi Sandhaus had previously served for thirteen years in other senior positions in the bank's legal division.

6B. Compensation

The terms of employment of the CEO are approved by the compensation committee, the Board of Directors and the general meeting of shareholders (by a special majority) and must comply with the Company’s Compensation Policy for Office Holders (as this term is defined in Item 6C.10 below) (except for certain exceptions, as set by the Israeli Companies Law). The ~~"special majority"~~“special majority” requires the approval of a majority of the ~~Company's~~Company’s shareholders participating at the general meeting and voting on the matter and at least one of the following conditions: (i) such majority includes a majority of the votes cast by shareholders who are not controlling parties (as defined in the Israeli Companies Law) in the Company and who do not have a personal interest in the resolution, and who are present and voting (abstentions are disregarded), or (ii) the votes cast against the resolution by shareholders who are not controlling parties and who do not have a personal interest in the resolution, who are present and voting, constitute two percent or less of the outstanding voting power in the Company). The terms of employment of other senior management (Office Holders) are approved by the compensation committee and the Board of Directors, and must comply with the Company’s Compensation Policy (except for certain exceptions, as set by the Israeli Companies Law). See “Item ‎‎~~6C.8~~6C.6b Compensation Committee”. Senior management is generally appointed by the CEO with the approval of the Board of Directors for an indefinite term of office and may be removed by the CEO with the approval of the Board of Directors at any time.

~~111~~

Pursuant to the provisions of Amendment 20 to the Israeli Companies Law, we have adopted a compensation policy that sets forth the guidelines and framework for the mode of compensation of the ~~Company's~~Company’s Office Holders (the “Compensation Policy”). The Compensation Policy was approved by the ~~Company's~~Company’s shareholders at an extraordinary general meeting of shareholders held on October 17, 2013. The Compensation Policy sets forth the principles and procedures for determining Office ~~Holders'~~Holders’ compensation, including ongoing remuneration, bonuses (including annual bonuses, multi-year bonuses, severance bonuses and special bonuses), equity compensation, indemnification, insurance and release. See Exhibit 15.(b).1.

According to the Compensation Policy, annual bonus payments for our senior management are determined with respect to a given year based on targets set for the Company as a whole, targets set for each of the Company divisions as well as on personal evaluations. The targets for the CEO and the senior management are set by the compensation committee and the Board of Directors generally in accordance with the overall Company objectives. Upon the approval of the ~~Company's~~Company’s annual results, bonus payments are determined based on the extent to which the Company and division targets have been met, as well as on the personal evaluation of each Office Holder at the discretion of the compensation committee and the Board of Directors, in light of the recommendations made by the Chairman of the Board of Directors with respect to the CEO, and, in light of recommendations made by the CEO, with respect to senior management reporting to the CEO.

Compensation for senior management may also be provided in the form of equity based compensation which includes stock options to purchase our ordinary shares and restricted shares. In ~~2014~~2015 options were granted to our senior management under the 2004 Equity Incentive Plan ~~(formerly known as the 2004 Share Option Plan)~~ to purchase up to ~~897,100~~2,888,754 of our ordinary shares at a weighted average exercise price of NIS ~~27.08~~17.46 per option (after dividend adjustment and amendments to the exercise price) with some of the options vesting at the earliest in ~~April 2015.~~March 2016. These options will expire by ~~May 2024.~~March 2025. In addition, in ~~2014, 320,430~~2015, 592,906 restricted shares were granted to our senior management under the 2004 Equity Incentive Plan, with some of the restricted shares vesting at the earliest in November 2016. For more information, see “Item ‎6E.2 Equity Incentive Plan”.

109

The aggregate compensation paid, and benefits in kind granted to or accrued on behalf of all our directors and senior management for their services in all capacities to the Company and its subsidiaries during the year ended December 31, ~~2014,~~2015, was approximately NIS 2327 million (US$6 7 million). This amount included approximately NIS 34 million (US$~~0.7~~ 1 million) set aside or accrued to provide pension and retirement benefits on behalf of all our senior management during the year ended December 31, ~~2014.~~2015.

~~In order to encourage~~CEO Compensation*

Mr. Isaac Benbenisti has served as the ~~Company’s executive officers to remain with~~CEO of the Company following the acquisition by S.B. Israel Telecom of 30.87% of our issued and outstanding shares, principally from Scailex, the Company’s Board of Directors, upon the recommendation and approval of its compensation committee, adopted a two-year retention plan on December 17, 2012, that became effective upon change of control on January 29, 2013. According to thesince July 1, 2015. The terms of ~~the plan, retention payments~~his employment were made to each of the Company’s eligible executive officers at the first and second anniversaries of the closing of the change of control (January 29, 2013), provided the executive officer had not resigned for reasons other than for certain justified reasons, (as specified in the retention plan) or in case of terminationapproved by the ~~Company. The aggregate amount of all retention payments paid was NIS 6.5 million. In addition, on May 22, 2012,~~Compensation Committee, the ~~Company’s~~ Board of Directors and ~~audit committee, upon~~ the ~~recommendation and approval~~general meeting of ~~its~~shareholders of the Company. Until December 1, 2015, the CEO was employed though an agreement with a private company, fully owned by him, for the provision of management services to the Company. Following a resolution of the compensation committee ~~adopted~~to make an immaterial change to the CEO's terms of employment, the CEO's employment format was changed to that of a ~~retention plan~~company employee ("Employment Agreement"). The engagement in the Employment Agreement is for an unlimited time period with the right of each party to terminate upon 6 months prior written notice. In addition to the advance notice period, upon termination, the CEO ~~according~~will be entitled to a period during which he will receive a salary without being required to provide services. If the ~~CEO would receive an amount of NIS 1.8 million, provided that the CEO did not resign~~employment is terminated during the first year of employment the ~~change~~period will be 3 months and if the employment is terminated as of ~~control or his employment~~the second year onwards, the period will be 6 months.

The CEO's monthly salary (gross) will be an amount of NIS 150 thousand, linked to the CPI as of the index June 2015 (at the end of 2015 the monthly salary (gross) was ~~terminated~~NIS 150.3 thousand). In addition, the CEO will be entitled to reimbursement for the cost of vehicle use and maintenance as well as accepted related terms that are usually granted to the other office holders in the Company including telephone, food, cellular phone and other benefits in accordance with the Company's compensation policy and procedures (including indemnification and insurance arrangements as customary in the Company) and social benefits including sick days, vacation and allocations to plans and funds.

The annual bonus of the CEO is based on two elements: (a) 90% - Company targets (see below) while using the main performance indices determined by the ~~Company under circumstances other than those~~Compensation Committee and Board of Directors after approval of the Company's annual budget, and (b) 10% - CEO performance evaluation for that ~~would deny his lawful right~~year by the Compensation Committee and Board of Directors, based on qualitative and quantitative criteria.

The minimum criterion for receiving the annual financial bonus with respect to ~~severance payments and advanced notice. On December 29, 2013,~~ the CEO, ~~notified~~as of the beginning of his said tenure as CEO, is that the Company achieved as least 80% of the Company's targets for the relevant year and in addition, that ~~he irrevocably waived any right~~the total EBITDA shall not have decreased by more than 40% of the EBITDA for the year preceding the year in respect of which the bonus is payable in accordance with section 5.5.1 of the Company's compensation policy.

With respect to the ~~said retention bonus.~~amount of the annual financial bonus, tiers were set to calculate the amount of the bonus according to the CEO's global achievement rate with respect to all of the elements of the annual bonus (a weighted score of the company targets and an evaluation of the CEO's performances), as follows: achievement at a rate lower than 80% will not entitle the CEO to an annual bonus; achievement at a rate between 80%-120% will entitle the CEO to 80%-120% of the annual bonus budget; achievement at a rate that exceed 120% will entitle the CEO to 120% of the annual bonus budget. For the year ending December 31, 2015, the annual bonus budget (100%) for the period during Mr. Benbenisti's tenure as CEO was approximately NIS 750 thousand and for the period during his tenure as Deputy CEO was approximately NIS 300 thousand. These sums are linked to the CPI.

~~112~~110

The CEO's Company targets for the year 2015 were determined by the Board of Directors of the Company in March 2015 (with respect to both the former CEO and Mr. Benbenisti) based on the annual work plan of the Company for the year. They include seven individual targets: (1) Company EBITDA target with a weight of 30% of the Company's targets (the 2015 achievement rate: 83%); (2) Cash flow target from the ongoing business with a weight of 20% of the Company's targets (2015 achievement rate: 103%); (3) Net subscriber target (combined cellular, fixed, activation and subscriber churn index) with a weight of 10% of the Company's targets (2015 achievement rate: 81%); (4) Cellular ARPU Base target with a weight of 10% of the Company's targets (2015 achievement rate: 100%); (5) ISP ARPU Base (including private value added services) target with a weight of 10% of the Company's targets (2015 achievement rate: 101%); (6) Network quality target (percentage of dropped calls, leadership in user experience and network availability) with a weight of 10% of the Company's targets (2015 achievement rate: 116%) and (7) Major projects target (meet launch target, costs, content and business targets that were determined) with a weight of 10% of the Company's targets (2015 achievement rate: 101%).

With respect to each of the above Company targets, a threshold and upper limit for achieving the target were determined as follows: achievement at a rate lower than 20% of the target will not allow eligibility for a bonus for that criteria; achievement at a rate between 20% - 200% of the target will allow eligibility at a rate of 20% - 200% for that criteria; achievement at a rate above 200% will allow eligibility of 200% for that criteria.

The global achievement rate of the CEO of all of the elements of the annual bonus for 2015 (that consists of achievement of the elements of the annual bonus during his tenure as Deputy CEO as well as his tenure as CEO) was 97.7%.

On March 13, 2016, the Board of Directors examined the CEO's achievement of targets and in accordance with the achievement of the said targets, the bonus that will be granted to the CEO for 2015, is in the amount of NIS 999 thousand.

In addition, Mr. Benbenisti's eligibility for an annual financial bonus in the year 2015 is partially based on his meeting the targets of the Company during his tenure as Deputy CEO (January 1 to June 30, 2015) as determined and resolved by the Company's organs for this tenure.

*This information is being provided following the Company's supplementary report to its proxy statement for its 2015 annual general meeting dated October 20, 2015.

CEO Equity Incentive Grant

In accordance with the resolutions of the Compensation Committee, Board of Directors and annual meeting of shareholders, Mr. Benbenisti was granted in 2015, in accordance with the Company's equity incentive plan, 1,471,971 options (non-tradeable) of the Company, at an exercise price of NIS 18.08, that constitutes a premium of 5% on the average share price of the Company, during the 30 days preceding the grant date. Mr. Benbenisti's granted options will vest in three tranches: 33% of the entire amount of the options as of October 28, 2016, 33% of the entire amount of options as of October 28, 2017 and the balance of the options as of October 28, 2018. Mr. Benbenisti's eligibility to exercise each of the above detailed tranches will be available to him until October 27, 2021. The fair value of the options as of the grant date according to Black-Scholes model was NIS 8 million.

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Highest Office Holder Compensation

The table below sets forth information regarding compensation on an individual basis for the five Office Holders with the highest compensation for the year ~~2014.~~

Details of the Compensation Recipient
Compensation for services
(the compensation amounts are displayed in terms of cost for
the Company)
(NIS thousands)

Other compensation & vehicle (the compensation amounts are displayed in terms of cost for the Company)
(NIS thousands)

Total
(NIS thousands)

Name Position Payroll & Related expenses Annual Bonus
Share based payments(12)
Other
Haim Romano Chief Executive Officer 2,417
0(1)

747(2)

154(3)
3,318
Menahem Tirosh Chief Operating Officer 1,396 132
150(4)

583(5)
2,261
Ziv Leitman Chief Financial Officer 1,314 118
90(6)

716(7)
2,238
Roly Klinger Vice President, Legal & Regulatory Affairs, Business Development and Corporate Secretary 1,074 109
136(8)

564(9)
1,883
Ronit Robin Vice President, Business Customers Division (formerly VP Information Technology) 1,141 103
154(10)

482(11)
1,880
2015.

Details of the Compensation Recipient		Compensation for services (the compensation amounts are displayed in terms of cost for the Company) (NIS thousands)			Other compensation & vehicle (the compensation amounts are displayed in terms of cost for the Company) (NIS thousands)	Total (NIS thousands)
Name	Position	Payroll & Related expenses	Annual Bonus	Share based payments(12)	Other
Isaac Benbenisti	Chief Executive Officer	2,136	999	1,044(1)	1,411(2)	5,590(3)
Haim Romano	Former Chief Executive Officer	1,890	2,915(4)	300(5)	128(6)	5,233
Ziv Leitman	Chief Financial Officer	1,316	184	528(7)	310(8)	2,338
Zvika Shenfeld	Vice President, Private Customers Division	1,048	140	528(9)	468(10)	2,184
Einat Rom	Vice President, Human Resources & Administration	1,136	157	528(11)	201(8)	2,022

(1)

In December 2014, the CEO, Mr. Haim Romano, notified the Company that he irrevocably waives any right to the annual bonus (of NIS 2 million) that he was entitled to under his management agreement according to which he provides his management services as the Company's CEO. Mr. Haim Romano has requested that the sum of the bonus that he was entitled to be awarded to the Company's employees and the Company's organs have approved this request.

~~(2)~~

In ~~2011, 800,000~~2014, 137,200 share options were granted to Mr. ~~Haim Romano~~Isaac Benbenisti in his capacity as Deputy CEO at the time, with a vesting period over four years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.8 million. Mr. Isaac Benbenisti waived these options and they were cancelled when the terms of service and employment of Mr. Benbenisti as the Company's CEO were approved.

In 2015, 1,471,971 share options were granted to Mr. Isaac Benbenisti, in his capacity as the Company's CEO with a vesting period over three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS ~~3.6~~8 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20,~~16.51 whereas the option exercise price of the options (dividend adjusted) is NIS ~~37.16. As long as~~18.08. In the event the option exercise price is higher than the market share price, the grant of the options has no actual value for Mr. Isaac Benbenisti.

(2)

“Other compensation” includes: expenses for retirement that were accumulated during the reporting period of this Annual Report and will be paid only upon retirement and vehicle expenses.

(3)

For further information regarding the CEO's compensation see above under CEO Compensation.

(4)

Mr. Haim ~~Romano.~~

Romano served as the Company's CEO until June 30, 2015. Mr. Romano was granted an annual bonus for the entire year of 2015, including for the advanced notice period which ended December 31, 2015, in accordance with the terms of his employment agreement.

(5)

In 2013, ~~an additional~~ 150,000 share options were granted to Mr. Haim Romano with a vesting period over three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 1 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS 23.61. As long as the option exercise price is higher than the market share price, the grant has no actual value for Mr. Haim Romano.

In March 2015, an additional 150,000 share options were granted to Mr. Haim Romano with a vesting period over three years ~~at an exercise price~~(from which 100,000 share options are to be cancelled prior to their vesting date due to termination of ~~14.72.~~employment of the Mr. Romano and therefore their related expenses were cancelled). The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS ~~0.56 million. No expense was recorded with respect to this option allocation during the year 2014.~~

~~(3)~~

~~Vehicle expenses only.~~

~~(4)~~

In 2012, 220,000 share options were granted to Mr. Menahem Tirosh with a vesting period over three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.70.6 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS ~~33.5.~~14.72. As long as the option exercise price is higher than the market share price, the grant has no actual value for Mr. ~~Menahem Tirosh.~~Haim Romano.

(6)

Represents Vehicle expenses only.

(7)

In 2014, ~~an additional~~ 68,600 share options and 29,130 restricted shares were granted to Mr. ~~Menahem Tirosh~~Ziv Leitman with a vesting period ~~over~~of up to four years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.4 million and the fair value of the restricted shares was approximately NIS 0.7 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS 15.20 whereas the option exercise price of the options (dividend adjusted) is NIS 25.95. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for Mr. Menahem Tirosh; however a restricted share has the value of the share price.

~~113~~

~~(5)~~	“Other compensation” includes expenses for retirement that were accumulated during the reporting period of this annual report and will be paid only upon retirement, as well as retention expenses in the amount of NIS 1,000,000, out of which NIS 500,000 were accumulated during 2013 and were paid in February 2014, and an additional amount of NIS 500,000 were accumulated during the reporting period and were paid in February 2015.

~~(6)~~	In 2012 50,000 share options were granted to Mr. Ziv Leitman with a vesting period of two years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.2 million. As of March 9, 2015, the share price was NIS 15.20 whereas the option exercise price (dividend adjusted) is NIS 13.23. In 2014, an additional 68,600 share options and 29,130 restricted shares were granted to Mr. Ziv Leitman with a vesting period over four years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.4 million and the fair value of the restricted shares was approximately NIS 0.7 million. As of March 9, 2015, the share price was NIS 15.2016.51 whereas the option exercise price (dividend adjusted) is NIS 25.95. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for Mr. Ziv Leitman; however a restricted share has the value of the share price.

~~(7)~~	“Other compensation” includes expenses for retirement that were accumulated during the reporting period of this annual report and will be paid only upon retirement, as well as retention expenses in the amount of NIS 700,000, out of which NIS 350,000 were accumulated during 2013 and were paid in February 2014, and In 2015, an additional ~~amount of NIS 350,000 were accumulated during the reporting period~~161,369 share options and ~~were paid in February 2015.~~

~~(8)~~	~~In 2012, 50,000 share options~~76,378 restricted shares were granted to ~~Ms. Roly Klinger~~Mr. Ziv Leitman with a vesting period of ~~two~~up to three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS ~~0.3~~0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS ~~22.32.~~17.35. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for ~~Ms. Roly Klinger.~~Mr. Ziv Leitman; however a restricted share has the value of the share price.

112

(8)

Represents vehicle expenses and special grants according to article 5.5.3 to the Company's Compensation Policy.

(9)

In 2014, ~~an additional~~ 68,600 share options and 29,130 restricted shares were granted to ~~Ms. Roly Klinger~~Mr. Zvika Shenfeld with a vesting period ~~over~~of up to four years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.4 million and the fair value of the restricted shares was approximately NIS 0.7 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS 25.95. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for ~~Ms. Roly Klinger;~~Mr. Zvika Shenfeld; however a restricted share has the value of the share price.

~~(9)~~

“Other compensation” includes expenses for retirement that were accumulated during the reporting period of this annual report and will be paid only upon retirement, as well as retention expenses in the amount of NIS 700,000, out of which NIS 350,000 were accumulated during 2013 and were paid in February 2014, and

In 2015, an additional ~~amount of NIS 350,000 were accumulated during the reporting period~~161,369 share options and ~~were paid in February 2015.~~

~~114~~

~~(10)~~

~~In 2010, 300,000 share options~~76,378 restricted shares were granted to ~~Ms. Ronit Rubin~~Mr. Zvika Shenfeld with a vesting period ~~over four~~of up to three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS ~~5.9~~0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS ~~57.47.~~17.35. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for ~~Ms. Ronit Rubin.~~

~~In 2012, an additional 50,000~~Mr. Zvika Shenfeld; however a restricted share ~~options were granted to Ms. Ronit Rubin with a vesting period of two years. The theoretical fair~~has the value of the share ~~options (according~~price.

(10)

"Other compensation" includes: expenses for retirement that were accumulated during the reporting period of this Annual Report and will be paid only upon retirement; vehicle expenses; a special grant according to ~~Black-Scholes model) as measured on~~article 5.5.3 to the ~~day~~Company's Compensation Policy; and retention expenses in the amount of NIS 300,000, out of which NIS 150,000 were accumulated during 2014 and were paid in April 2014 and an additional amount of NIS 150,000 were accumulated during the ~~grant was approximately NIS 0.2 million. None of these options remained outstanding as of December 31, 2014.~~

reporting period and were paid in April 2015.

(11)

In 2014, ~~an additional~~ 68,600 share options and 29,130 restricted shares were granted to Ms. ~~Ronit Rubin~~Einat Rom with a vesting period ~~over~~of up to four years. The theoretical fair value of the share options (according to Black-Scholes model) as measured on the day of the grant was approximately NIS 0.4 million and the fair value of the restricted shares was approximately NIS 0.7 million. As of March ~~9, 2015,~~10, 2016, the share price was NIS ~~15.20~~16.51 whereas the option exercise price (dividend adjusted) is NIS 25.95. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for Ms. ~~Ronit Rubin;~~Einat Rom; however a restricted share has value of the share price.

In 2015, an additional 161,369 share options and 76,378 restricted shares were granted to Ms. Einat Rom with a vesting period of up to three years. The theoretical fair value of the share options (according to Black-Scholes model) as measured of the grant was approximately NIS 0.9 million and the fair value of the restricted shares was approximately NIS 1.4 million. As of March 10, 2016, the share price was NIS 16.51 whereas the option exercise price (dividend adjusted) is NIS 17.35. As long as the option exercise price is higher than the market share price, the grant of the options has no actual value for Ms. Einat Rom; however a restricted share has value of the share price.

~~(11)~~

(12)

These sums represent the relative portion of the expenses of all option and restricted share allocations recorded during the ~~year 2014~~.

reported period.

All options and restricted shares noted above were granted pursuant to the terms of the 2004 Equity Incentive Plan, ~~(formerly known as the 2004 Share Option Plan),~~ inter alia, with respect to the exercise or earning periods and the expiration date of the options. See “Item ‎~~6E.1~~6E.2 Equity ~~incentive plan~~Incentive Plan ”.

113

6C. Board Practices

References in this annual report to “external directors” are to those directors who meet the definition of external directors under the Israeli Companies Law (“dahatz”), and references in this annual report to “US independent directors” are to those directors who meet the definition of independence under applicable listing requirements of NASDAQ. References in this annual report to “Israeli independent directors” are to any director who meets the definition of independence under the Israeli Companies Law (“bilty taluy”).

6C.1 TERMS OF DIRECTORS

Directors are generally elected by the annual general meeting of shareholders to serve (i) for three years, in the case of external directors under the Israeli Companies Law, or (ii) until the next annual general meeting of the shareholders (unless their office becomes vacant earlier, in accordance with the provisions of our Articles of Association). An extraordinary general meeting of shareholders may elect any person as a director, to fill an office which became vacant, or to serve as an additional member to the then existing Board of Directors, or to serve as an external director, or in any event in which the number of the members of the Board of Directors is less than the minimum set in the Articles of Association, provided that the maximum number of seventeen directors is not exceeded. Any director elected in such manner (excluding an external director) shall serve in office until the coming annual general meeting of shareholders. The Articles of Association also provide that the Board of Directors, with the approval of a simple majority of the directors, may appoint an additional director to fill a vacancy or to serve as an additional member to the then existing Board of Directors, provided that the maximum number of seventeen directors is not exceeded. Any director elected in such manner shall serve in office until the coming annual general meeting of shareholders and may be re-elected.

~~115~~

Israeli directors ~~who~~ are appointed by the Israeli founding shareholders, generally upon a written notice signed by at least two of the Israeli founding shareholders who are the record holders of (i) ( at least 50% of minimum Israeli holding ~~shares.~~shares or (ii), who hold in the aggregate the highest number of minimum Israeli holding shares among the Israeli founding shareholders. Any Israeli founding shareholders who have specified connections to a competing mobile radio telephone operator (as defined in the license) of the Company are prohibited from participation in any such appointment. 2 The notice is addressed to our company secretary indicating the appointment until the ~~appointee's~~appointee’s successor is elected by a similar ~~notice~~1.notice. See "“‎Item 10B.3 Rights Attached to ~~Shares"~~Shares”. In 2009, Ms. Osnat Ronen was appointed as a director on behalf of the Israeli founding shareholders. No director has a service contract with the company or its wholly-owned subsidiaries providing for benefits upon termination of employment. Our Office Holders (generally senior managers) serve at the discretion of the Board of Directors or until their successors are appointed. See “Item ‎4B.13e Our Mobile Telephone License” for a description of additional requirements of the composition of our Board of Directors and the appointment of its members.

6C.2 ALTERNATE DIRECTORS

Our Articles of Association provide that a director may appoint an individual to serve as an alternate director. An alternate director may not serve as such unless such person is qualified to serve as a director. In addition, no person who already serves as a director or an alternate director on the ~~Company's~~Company’s Board of Directors may serve as an alternate director of another director on the ~~Company's~~Company’s Board of Directors. Under the Israeli Companies Law, an alternate director is generally treated as a director. Under our Articles of Association, an alternate director shall have all the authorities of the director appointing him. The alternate director may not vote at any meeting at which the director appointing him is present. Unless the time period or scope of any such appointment is limited by the appointing director, such appointment shall be effective for all purposes and for an indefinite time, but will expire upon the expiration of the appointing director’s term.

2 Following a recent amendment to our Articles of Association at the Company's 2015 EGM

114

6C.3 EXTERNAL DIRECTORS UNDER THE ISRAELI COMPANIES LAW

The Israeli Companies Law generally requires that Partner shall have at least two external directors on its Board of Directors who meet the independence criteria set by the Israeli Companies Law. The appointment of an external director (for the initial term of three years) under the Israeli Companies Law must be approved by the general meeting of shareholders provided that either: (a) the majority of votes in favor of the appointment shall include at least a majority of the votes of shareholders not constituting controlling parties (as stated in the Israeli Companies Law) in the Company, or those having a personal interest (as defined in the Israeli Companies Law) (other than a personal interest not resulting from their relations with the controlling parties) in the approval of the appointment participating in the vote, which votes shall not include abstaining votes; or (b) the total number of objecting votes of the shareholders mentioned in clause (a) does not exceed 2% of the total voting rights in the company.

Dr. Michael Anghel and Mr. Barry Ben-Zeev serve as our external directors under the Israeli Companies Law.

In general, external directors may be re-appointed for two additional three-year terms by one of the following mechanisms:

(i) the Board of Directors proposed the nominee and his appointment is approved by the shareholders in the manner required to appoint external directors for their initial term (described above);

(ii) one or more shareholders that hold at least 1% or more of the company’s voting rights proposed the external director for re-appointment, and the nominee is approved by a majority of the votes cast at the shareholders meeting, provided ~~that (a)~~that: (A) the total number of ~~shareholders'~~shareholders’ votes at the shareholders meeting shall not include the votes of shareholders who are controlling parties and those having a personal interest in the appointment approval (other than a personal interest not resulting from their relations with the controlling parties) and abstaining ~~votes, (b)~~votes; (B) the aggregate votes cast by shareholders who are not excluded under clause ~~(a)~~(A) above in favor of the appointment exceed 2% of the voting rights in the ~~company~~company; and ~~(c)~~(B) the external director ~~(A)~~(a) is not a related or competing shareholder, or the relative of such a shareholder, at the time of the appointment and ~~(B)~~(b) is not affiliated with a related or competing shareholder at the time of the appointment or the two years preceding the appointment (the term ~~"related~~“related or competing ~~shareholder"~~shareholder” is defined as a shareholder who nominated the external director for reappointment or a material shareholder (a shareholder that holds more than 5% of the shares or voting rights in the company), if at the date of such appointment, any of either such shareholder, the controlling shareholder of such shareholder, or a company controlled by either of them, has business with the company or is a competitor of the company); and

1 The Board of Directors is submitting for shareholder approval amendments to the Company's Articles of Association to require appointment by notice from at least two founding Israeli shareholders (i) who are the record holders of more than 50% of minimum Israeli holding shares, or (ii) who hold in the aggregate the highest number of minimum Israeli holding shares among the Israeli founding shareholders, and to prohibit participation in any such appointment by any Israeli founding shareholder who has specified connections to a competing mobile radio telephone operator (as defined in the license) of the Company.

~~116~~

(iii) the external director proposed himself or herself and is approved by the process under clause (ii) above.

Under regulations promulgated under the Israeli Companies Law, certain companies, including dual listed companies, like Partner, may re-appoint external directors for additional three-year terms (beyond the three terms of three years each), provided that all of the following conditions are fulfilled: (1) the Audit Committee and, subsequently, the Board of Directors, approves that, considering the external director’s expertise and special contribution to the work of the Board of Directors and its committees, his re-appointment for an additional term of office is in the best interest of the Company; (2) the re-appointment for the additional term of office is done in conformity with one of the mechanisms described above; (3) prior to approving the re-appointment, the general meeting of shareholders is informed of the duration of the external director’s service as an external director and is presented with the rationale of the Audit Committee and the Board of Directors for extending the external director’s term of office.

115

The Israeli Companies Law requires that at least one external director has accounting and financial expertise, and that the other external director(s) have professional competence, as determined by the company’s Board of Directors. Under promulgated regulations, a director having accounting and financial expertise is a person who, due to his education, experience and talents, is highly skilled in respect of, and understands, business-accounting matters and financial reports in a manner that enables him to understand in depth the company’s financial statements and to stimulate discussion regarding the manner in which the financial data is presented. Under the regulations, a director having professional competence is a person who has an academic degree in either economics, business administration, accounting, law or public administration or has another academic degree or has other higher education, all in the main business sector of the company or in a relevant area for the Board of Directors position, or has at least five years’ experience in one or more of the following (or a combined five years’ experience in at least two or more of the following): a senior position in the business management of a corporation with a substantial scope of business, a senior public officer or a senior position in the public service or a senior position in the field of the company’s business.

6C.4 FINANCIAL EXPERTS UNDER THE ISRAELI COMPANIES LAW

In accordance with the Israeli Companies Law, Partner’s Board of Directors has determined that the minimum number of directors with “accounting and financial expertise” that Partner believes is appropriate, in light of the particulars of Partner and its activities, is three. Under the Israeli Companies Law, only one of such “experts” is required to be an external director. The Board of Directors has determined that eight of our current directors have “accounting and financial expertise”: Mr. Adam Chesnoff, Mr. Fred Gluckman, Mr. ~~Sumeet Jaisinghani, Mr.~~ Yoav Rubinstein, Dr. Michael Anghel, Mr. Barry Ben-Zeev (Woolfson), Ms. Osnat Ronen, Mr. Arie Steinberg and Mr. ~~Arie Steinberg.~~Yehuda Saban.

6C.5 NASDAQ CORPORATE GOVERNANCE RULES AND OUR PRACTICES

Under NASDAQ Rule 5615(a)(3), a foreign private issuer such as the Company may follow its home country practice in lieu of the requirements of the NASDAQ Rule 5600 Series (“Corporate Governance Requirements”), with certain exceptions, provided that it discloses each requirement that it does not follow and describes the home country practice followed in lieu of such requirement. We describe below the areas where we follow our home country practice rather than the NASDAQ Corporate Governance Requirements:

–

In order to comply with the conditions and restrictions imposed on us by the Ministry of Communications, including in our mobile license, in relation to ownership or control over us, under certain events specified in our Articles of Association, the Board of Directors may determine that certain ordinary shares are dormant shares. Consequently, we received an exemption from NASDAQ with respect to its requirement (now under NASDAQ Rule 5640) that voting rights of existing shareholders of publicly traded common stock registered under Section 12 of the US Securities Exchange Act cannot be disparately reduced or restricted through any corporate action or issuance.

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–

As permitted under Israeli Companies Law, the Company’s Board of Directors generally proposes director nominees for shareholder approval. The conditions of NASDAQ Rule 5605(e), that director nominees must either be selected or recommended to the Board by the independent directors or a nomination committee comprised solely of independent directors, are thus not satisfied.

	–	According to applicable Israeli legal requirements, the establishment or amendment of certain stock option or purchase plans require the approval of the company’s Board of Directors and approval of the shareholders’ meeting only for the grant of equity compensation to the Chief Executive Officer, directors or controlling partners. We received an exemption from the requirement set out in NASDAQ Rule 5635(c) that listed companies receive shareholder approval when certain stock option or purchase plans are to be established or materially amended, or certain other equity compensation arrangement made or materially ~~amended. This exemption was granted~~amended, based on the fact that the NASDAQ requirement is inconsistent with the applicable Israeli legal requirements according to which the establishment or amendment of such a plan requires the approval of the company’s Board of Directors and approval of the shareholders’ meeting would only be required for the grant of equity compensation to the Chief Executive Officer, directors or controlling partners.described above.

–

~~In compliance with the~~The Israeli Companies Law, ~~which~~ requires that at least two members of the Board of Directors satisfy the conditions of ~~“external~~”external directors”, ~~two of our eleven directors are external directors. Additionally, one of our directors~~which also satisfies the conditions of an Israeli independent director ("(“bilty ~~taluy"~~taluy”). ~~Such~~Two of our twelve directors are external directors ~~also~~and satisfies the conditions of both Israeli independent directors and independent directors according to NASDAQ criteria. Two additional directors, (who are not external directors) satisfy the conditions of independent directors according to NASDAQ criteria, ~~for “independent directors”.~~one of whom satisfies the conditions of an Israeli independent director. However, the requirement of NASDAQ Rule 5605(b), that a majority of the Board of Directors be comprised of independent directors, is thus not satisfied.

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6C.6 BOARD COMMITTEES

The Company’s Articles of Association provide that the Board of Directors may delegate its authorities or any part of them to committees of the Board of Directors as it deems appropriate, subject to the provisions of the Israeli Companies Law. Our Board of Directors has established an audit committee, a compensation committee and a security committee.

~~6C.7~~ 6C.6a AUDIT COMMITTEE

Pursuant to the rules of the Securities and Exchange Commission (the “SEC”) and the listing requirements of the NASDAQ Global Select Market, as a foreign private issuer, we are required to establish an audit committee consisting only of members who are U.S. “independent” directors as defined by SEC rules. In accordance with the Company’s Audit Committee Charter, our audit committee is responsible among other things, for overseeing the Company’s financial reporting process and the audits of the Company’s financial statements, including monitoring the integrity of the Company’s financial statements and the independence and performance of the Company’s internal and external auditors. Our audit committee is also directly responsible for the appointment, remuneration and oversight of our independent auditor and for establishing procedures for receiving and handling complaints received by the Company regarding accounting, internal controls and audit matters.

The Israeli Companies Law requires public companies, including Partner, to appoint an audit committee comprised of at least three Board of Directors members, including all the company’s external directors, the majority of whom must be Israeli independent directors and the chairman of the audit committee is required to be an external director. Under the Israeli Companies Law neither the controlling party or his relative, the chairman of the Board of Directors, any director employed by the company or by its controlling party or by an entity controlled by the controlling party, any director who regularly provides services to the company, to its controlling party or to an entity controlled by the controlling party, nor any director who derives most of its income from the controlling party, may be eligible to serve as a member of the audit committee.

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The responsibilities of our audit committee under the Israeli Companies Law include, inter alia, identifying irregularities in the management of the company’s business and approving related party transactions as required by law, determining whether certain related party actions and transactions are “material” or “extraordinary” in connection with their approval procedures, assessing the scope of work and remuneration of the company’s independent auditor, assessing the company’s internal audit system and the performance of its internal auditor and making arrangements regarding the handling of complaints by employees about company’s business management deficiencies and regarding the protection given to employees who have made complaints. Following ~~a recent~~an amendment to the Israeli Companies Law , the audit committee is now authorized to determine, with respect to related party transactions with a controlling shareholder or in which the controlling shareholder has a personal interest, even if they are not extraordinary transactions, an obligation to conduct a competitive process (to be supervised by the audit committee, or any person authorized on its behalf or via any other method approved by the audit committee) or to determine that other processes will be conducted prior to the engagement in such transactions and all in accordance with the type of transaction. The specific criteria for such a process may be determined by the audit committee annually in advance. In addition, the audit committee is now authorized to determine the approval process for transactions that are not negligible, as well as determine which types of said transactions would require the approval of the audit committee. ~~"Non-negligible transactions"~~“Non-negligible transactions” are defined as related party transactions with a controlling shareholder or in which the controlling shareholder has a personal interest, that the audit committee has deemed not to be an extraordinary transaction, but which have also been classified by the audit committee as a non-negligible transaction. Additionally, the audit committee may decide on such classifications for these types of transactions, based on criteria set annually in advance.

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The Company’s audit committee was appointed by our Board of Directors to review our financial statements, in compliance with U.S. legal requirements (as described above) and in compliance with Israeli regulations (from which we are exempt).

Our audit committee is comprised of three Board of Directors members: Dr. Michael Anghel ~~(external~~(external director), Mr. Barry Ben Zeev (~~committee~~(committee chairman; external director), and Mr. Arik Steinberg (Israeli independent director). All of the audit committee members meet the SEC’s definition of independent directors for the purpose of serving as audit committee members as well as the Israeli Companies Law’s definition of Israeli independent directors. In accordance with the SEC definition of “independent” director, none of them is an affiliated person of Partner or any subsidiary of Partner.

The Board of Directors has determined that all three audit committee members are “audit committee financial experts” as defined by applicable SEC regulations. See “Item ~~16A.~~‎16A Audit Committee Financial Expert” below.

~~6C.8~~6C.6b COMPENSATION COMMITTEE

The Israeli Companies Law requires public companies, including Partner, to appoint a compensation committee comprised of at least three Board of Directors members, including all the company’s external directors who must constitute the majority of its members. Other members of the committee should be directors whose terms of compensation are the same as external directors and the chairman of the compensation committee is required to be an external director.

Under the Israeli Companies Law, the compensation ~~committee's~~committee’s responsibilities include, inter alia, recommending to the Board of Directors, a compensation policy for office-holders to be approved by the shareholders of the Company, see ~~"Item~~ “‎6B ~~Compensation"~~Compensation”. The compensation committee also makes recommendations to the Board of Directors once every three years regarding the continuing effectiveness of the compensation policy, reviews modifications to the compensation policy from time to time and its implementation and approves the actual compensation terms of Office Holders which require the compensation ~~committee's~~committee’s approval according to the relevant provisions of the Israeli Companies Law.

Our compensation committee is comprised of three Board of Directors members: Dr. Michael Anghel (external director), Mr. Barry Ben Zeev (committee chairman; external director) and Mr. Arik Steinberg (Israeli independent director). All of the compensation committee members meet the SEC’s definition of independent directors for the purpose of serving as the compensation committee members as well as the Israeli Companies Law’s definition of Israeli independent directors. In accordance with the SEC definition of “independent” director, none of them is an affiliated person of Partner or any subsidiary of Partner.

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~~6C.9~~6C.6c SECURITY COMMITTEE

Pursuant to an amendment to our license from April 2005, a Board of Directors committee has been formed to deal with security matters. Only directors with the required clearance and those deemed appropriate by Israel’s General Security Service may be members of this committee. The committee must consist of at least four members, who are subject to the clearance required from the Israeli General Security Service and at least one external director. Where any matter requires a Board of Directors’ resolution and it is a security matter, then the committee should be authorized to discuss and to resolve such security matter and the resolution should bind the Company. However, in cases where the security matter concerned requires review by the Board of Directors or the audit committee according to the Israeli Companies Law or other applicable law, such as a transaction with a related party, it should be submitted for approval in accordance with the requirements of the applicable U.S. law, the Israeli Companies Law and any other applicable laws, provided that, in any case, only directors with security clearance can participate in any forum which will deal with security matters. In April 2005, our Board of Directors approved the formation of the security committee to consist of four Israeli directors, who are subject to Israeli security clearance and security compatibility to be determined by the General Security Service. Currently, Mr. Elon Shalev, Dr. Michael Anghel, Ms. Osnat Ronen and Mr. Arieh Saban are members of the security committee. Mr. Arieh ~~Saban's~~Saban’s appointment is subject to clearance by the Israeli General Security Service.

~~6C.10~~

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6C.7 INTERNAL AUDITOR

The Israeli Companies Law requires the Board of Directors of a public company to appoint an internal auditor nominated by the audit committee. A person who does not satisfy certain independence requirements may not be appointed as an internal auditor. The role of the internal auditor is to examine, among other things, the compliance of the company’s conduct with applicable law and orderly business procedures. Our internal auditor is Mr. Yehuda Motro, formerly the internal auditor of the Tel Aviv Stock Exchange.

~~6C.11~~6C.8 FIDUCIARY DUTIES OF AN OFFICE HOLDER

The Israeli Companies Law governs the duty of care and duty of loyalty which an Office Holder owes to the company. An “Office Holder” is defined in the Israeli Companies Law as a director, general manager, chief executive officer, executive vice president, vice president, or any other person assuming the responsibilities of any of the foregoing positions without regard to such person’s title and other managers directly subordinated to the general manager.

The duty of loyalty requires the Office Holder to act in good faith and in the company’s favor and to avoid any conflict of interest between the Office Holder’s position in the company and personal affairs, and proscribes any competition with the company or the exploitation of any business opportunity of the company in order to receive personal advantages for him or others. This duty also requires him to reveal to the company any information or documents relating to the company’s affairs that the Office Holder has received due to his position as an Office Holder. The duty of care requires an Office Holder to act in a way that a reasonable Office Holder would have acted in the same position and under the same circumstances. This includes the duty to utilize reasonable means to obtain information regarding the advisability of a given action submitted for his approval or performed by virtue of his position and all other relevant information.

~~6C.12~~6C.9 APPROVAL OF RELATED PARTY TRANSACTIONS AND COMPENSATION

The Israeli Companies Law requires that a transaction between the company and its Office Holder, and also a transaction between the company and another person in which an Office Holder has a personal interest, requires the approval of the Board of Directors if such a transaction is not an “extraordinary transaction”, although, as permitted by law and subject to any relevant stock exchange rule, our Articles of Association allow our audit committee to approve such a transaction, without the need for approval from the Board of Directors. If such a transaction is an extraordinary transaction (that is, a transaction not in the ordinary course of business, not on market terms, or that is likely to have a material impact on the company’s profitability, assets or liabilities), generally in addition to audit committee approval, the transaction also must be approved by our Board of Directors, and, in certain circumstances, also by the general meeting of shareholders. Under the Israeli Companies Law, an extraordinary transaction between a public company and a controlling party of the company or an extraordinary transaction between a public company and another person, in which the controlling party has a personal interest (including a private placement), and a transaction between a public company and a controlling party or his relative, directly or indirectly, including, without limitation, via an entity controlled by the controlling party, for receiving services by the company (and if the controlling party is also an Office Holder in the company for his terms of service, and if he is an employee of the company (but not an Office Holder in it) his employment in the company) must be approved by the audit committee or the compensation committee if relates to terms of employment (as the case may be), the Board of Directors and the general meeting of shareholders, provided that either: (a) the majority of votes in favor of the transaction shall include at least a majority of the votes of shareholders who do not have a personal interest in approval of the transaction, who participate in the voting, or (b) the total number of objecting votes of the shareholders mentioned in clause (a) does not exceed 2% of the total voting rights in the company.

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The Israeli Companies Law requires that an Office Holder or a controlling party promptly disclose any personal interest that he has and all related material information known to him, in connection with any existing or proposed transaction by the company. The company may then approve the transaction in accordance with the provisions of its Articles of Association and the Israeli Companies Law. Under the Israeli Companies Law, if the Office Holder or a controlling party has a personal interest in the transaction, an approval that the transaction is in the best interest of the company is required.

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In most circumstances, the Israeli Companies Law restricts Office Holders who have a personal interest in a matter which is considered at a meeting of the Board of Directors or the audit committee from being present at such meeting, participating in the discussions or voting on any such matter. An exemption exists in the event that a majority of the directors in the meeting have a personal interest in the matter provided, that in case a majority of the Board of Directors has a personal interest in the matter, the transaction will require the approval of the general meeting of shareholders.

For information concerning the direct and indirect personal interests of certain of our Office Holders and principal shareholders in certain transactions, see “‎~~ITEM~~Item 7 ~~MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS"~~Major Shareholders And Related Party Transactions”.

The terms of employment of Office Holders including compensation, equity awards, severance and other benefits, exemption from liability and indemnification require the approval of the compensation committee and the Board of Directors. The terms of employment of directors and the Chief Executive Officer must also be approved at the general meeting of shareholders by a majority of the Company’s shareholders, provided that (i) such majority includes at least a majority of the shareholders who are not controlling shareholders and who do not have a personal interest in the matter, who participate in the voting (abstentions are disregarded), or (ii) ) the total number of objecting votes of the shareholders mentioned in clause (i) does not exceed 2% of the total voting rights in the company. Notwithstanding the foregoing, a company may be exempted from receiving shareholder approval with respect to the terms of employment of a candidate for a Chief Executive Officer position, if such candidate meets certain independence criteria, the terms are in line with the Compensation Policy and the compensation committee has determined for specified reasons that shareholder approval would prevent the engagement. See ~~"Item~~ “‎~~6C.8~~6C.6b Compensation Committee”.

Changes to existing terms of employment of Office Holders (other than directors) can be made with the approval of the compensation committee only (following adoption of the Compensation Policy), if the committee determines that the change is not substantially different from the existing terms.

Under the Israeli Companies Law and related regulations, the compensation payable to external directors and Israeli independent directors is subject to certain further limitations.

~~6C.13 Duties of a Shareholder~~6C.10 DUTIES OF A SHAREHOLDER

Under the Israeli Companies Law, a shareholder has a general duty to act in good faith and in a customary manner towards the company and the other shareholders and to refrain from improperly exploiting his power in the company, particularly when voting in the general meeting of shareholders on (a) any amendment to the articles of association, (b) an increase of the company’s authorized share capital, (c) a merger, or (d) approval of related party transactions which require shareholder approval. A shareholder should also avoid deprivation of other shareholders. In addition, any controlling party, any shareholder who knows that it possesses power to determine the outcome of a shareholder vote and any shareholder that, pursuant to the provisions of the articles of association, has the power to appoint or prevent an appointment of an Office Holder in the company or any other power towards the company, is under a duty to act in fairness towards the company under the Israeli Companies Law.

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~~6C.14~~6C.11 INDEMNIFICATION

As permitted by the Israeli Companies Law, our Articles of Association provide that Partner may indemnify an Office Holder of Partner to the fullest extent permitted by law.

Without derogating from the foregoing, and subject to limitations set forth in the Israeli Securities Law (see “Item ‎‎4B.13d - vii Securities Administrative Enforcement and Antitrust Enforcement”), our Articles of Association specifically provide that Partner may indemnify an Office Holder of Partner for liability or expense he incurs or that is imposed upon him as a result of an action or inaction by him (or together with other Office Holders of Partner) in his capacity as an Office Holder of Partner including (subject to specified conditions) also in advance, as follows:

financial liability incurred by, or imposed upon the Office Holder in favor of another person in accordance with a judgment, including a judgment given in a settlement or a judgment of an arbitrator, approved by an authorized court.

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reasonable legal expenses, including attorney fees, incurred by the Office Holder or which he was ordered to pay by an authorized court in the context of a proceeding filed against him by Partner or on Partner’s behalf or by a third party, in a criminal proceeding in which he was acquitted or in a criminal proceeding in which he was convicted of an offense which does not require criminal intent.

reasonable legal expenses, including attorney fees, incurred by the Office Holder due to an investigation or proceeding conducted against him by an authority authorized to conduct such investigation or proceeding and which ended without filing of an indictment against him and without the imposition of a financial liability as a substitute for a criminal proceeding or that was ended without filing of an indictment against him but for which he was subject to a financial liability as a substitute for a criminal proceeding relating to an offense which does not require criminal intent, within the meaning of the relevant terms under the law or in connection with a financial sanction(“itzum caspi”).

payment to an injured party as a result of a violation set forth in Section 52.54(a)(1)(a) of the Israeli Securities Law, including by indemnification in advance or expenses incurred in connection with a proceeding (“halich”) under Chapters H3, H4 or I1 of the Israeli Securities Law, or under Chapter 4 of Part 9 of the Israeli Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees, including by indemnification in advance.”

Our Articles of Association also permit us to indemnify any Office Holders of Partner for any other liability or expense in respect of which it is permitted or will be permitted under applicable law to indemnify an Office Holder of Partner.

The Israeli Companies Law and our Articles of Association also permit us to undertake in advance to indemnify an Office Holder with respect for items (2), (3) and (4) above, or any other matter permitted by law. The Israeli Companies Law and our Articles of Association also permit us to undertake in advance to indemnify an Office Holder with respect to item (1) above, provided however, that the undertaking to indemnify is restricted to events which in the opinion of the Board of Directors are anticipated in light of Partner’s activities at the time of granting the undertaking to indemnify, and is limited to a sum or measurement determined by the Board of Directors to be reasonable under the ~~circumstances.The~~circumstances. The undertaking to indemnify shall specify the events that, in the opinion of the Board of Directors are expected in light of the Company’s actual activity at the time of grant of the undertaking and the sum or measurement which the Board of Directors determined to be reasonable under the circumstances.

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The Israeli Companies Law combined with our Articles of Association also permits us to indemnify an Office Holder retroactively for all kinds of events, subject to any applicable law.

In no event may we indemnify an Office Holder for any of the following:

(1)	a breach of the duty of loyalty toward us, unless the Office Holder acted in good faith and had reasonable grounds to assume that the action would not harm Partner’s interest;

(2)	a breach of the duty of care done intentionally or recklessly (“pzizut”) other than if made only by negligence;

(3)	an act intended to unlawfully yield a personal profit;

(4)	a fine, a civil fine (“knas ezrahi”), a financial sanction (“itzum kaspi”) or a penalty (“kofer”) imposed on him; and

(5)	a Proceeding (“halich”).

We have undertaken to indemnify our Office Holders, subject to certain conditions as aforesaid. We consider from time to time the indemnification of our Office Holders, which indemnification will be subject to approval of our compensation committee, Board of Directors and in certain cases, such as indemnification of directors and the CEO, also of our shareholders.

Under the indemnification letters granted to Office Holders prior to the extraordinary general meeting of shareholders held on October 17, 2013 (“October 2013 EGM”), the aggregate indemnification amount payable by us to Office Holders and other indemnified persons pursuant to all letters of indemnification issued to them by us will not exceed the higher of (i) 25% of shareholders equity and (ii) 25% of market capitalization, each measured at the time of indemnification (the ~~"Combined~~“Combined Maximum Indemnity ~~Amount"~~Amount”, and ~~"the~~“the Original Indemnification ~~Letter"~~Letter”).

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Under the indemnification letters granted to Office Holders after the October 2013 EGM, the aggregate indemnification amount payable by us to Office Holders (including, inter alia, Office Holders nominated on behalf of Partner in subsidiaries) pursuant to all letters of indemnification issued or that may be issued to them by Partner on or after the October 2013 EGM, for any ~~occurance~~occurrence of an event set out in such a letter (including an attachment thereto) will not exceed 25% of shareholders equity (according to the latest reviewed or audited financial statements approved by ~~Partner's~~Partner’s Board of Directors prior to approval of the indemnification payment) ("(“the Revised Indemnification ~~Letter"~~Letter”). However, under the circumstances where indemnification for the same event is to be made in parallel under the Revised Indemnification Letter and to one or more indemnified persons under the Original Indemnification Letter, the maximum indemnity amount for the indemnified persons that received the Revised Indemnification Letter shall be adjusted so it does not exceed the Combined Maximum Indemnity Amount to which any other indemnified person is entitled under the Original Indemnification Letter.

~~6C.15~~6C.12 RELEASE

The Companies Law and our Articles of Association authorize the Company, subject to obtaining the required approvals (of our compensation committee, Board of Directors and in certain cases, such as release of directors and the CEO, also of our shareholders), to release our Office Holders, in advance, from such persons’ liability, entirely or partially, for damage in consequence of the breach of the duty of care toward us. Notwithstanding the foregoing, we may not release such person from such person’s liability, resulting from any of the following events: (i) the breach of duty of loyalty towards us; (ii) the breach of duty of care made intentionally or recklessly (“pzizut”), other than if made only by negligence; (iii) an act intended to unlawfully yield a personal profit; (iv) a fine (“knass”), a civil fine ("(“knass ~~ezrahi"~~ezrahi”), a financial sanction ("(“itzum ~~caspi"~~caspi”) or a penalty (“kofer”) imposed upon such person; and (v) the breach of duty of care in a distribution ("(“~~haluka"~~haluka”).

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~~6C.16~~ 6C.13 INSURANCE

The Israeli Companies Law and the Company’s Articles of Association authorize the Company (subject to certain exceptions) to enter into an insurance contract, and to arrange and pay all premiums in respect of an insurance contract, for the insurance of the liability of our Office Holders for liabilities the Office Holder incurs as a result of a direct or indirect action or inaction undertaken by such person (or together with other Office Holders of the Company) in his capacity as an Office Holder of the Company for any of the following:

(1)

The breach of the duty of care towards the Company or towards any other person;

(2)

The breach of the duty of loyalty towards the Company provided that the Office Holder has acted in good faith and had reasonable grounds to assume that the action would not harm the Company;

(3)

A financial liability imposed on him in favor of another person;

(4)

A payment which the office holder is obligated to pay to an injured party as set forth in section 52.54(a)(1)(a) of the Securities Law and expenses that the Office Holder incurred in connection with a proceeding under Chapters H3, H4 or I1 of the Securities Law, or under Chapter 4 of Part 9 of the Israeli Companies Law, in connection with any affairs, including reasonable legal expenses, which term includes attorney fees.

(5)

Any other matter in respect of which it is permitted or will be permitted under any law to insure the liability of an Office Holder in the Company.

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6D. Employees

At December 31, ~~2014,~~2015, we had ~~3,575~~2,882 employees on a full time equivalent basis, compared with ~~4,045~~3,575 employees at December 31, ~~2013,~~2014, and ~~5,396~~4,045 at December 31, ~~2012.~~2013. The number of full-time equivalent employees at year-end ~~2012,~~ 2013, 2014 and ~~2014,~~2015, according to their activity, was as follows:

	At December 31,						At December 31,
	2012		2013		2014			2013**	2014**	2015

Customer service*		3,107		2,115		1,786		2,228	1,835	1,655
Engineering		387		315		311		355	326	173
Sales and sales support*		808		653		607		629	605	434
Information technology		372		315		307		292	307	192
Marketing and Content		82		65		54		67	65	53
Finance		135		95		102		115	109	91
Human resources		143		115		119		137	119	96
Operations & Logistics		266		298		180		165	157	134
Remaining operations		95		74		109		58	52	53

TOTAL		5,396		4,045		3,575		4,045	3,575	2,882

Settlement Agreement with Orange Brand Services Ltd. In June 2015, we entered into a settlement agreement with Orange regarding the brand license agreement between the parties, according to which each of the parties had the right to terminate the brand license agreement under certain conditions. The settlement agreement also provided for payments to Partner in the event that Partner chose to terminate the brand license agreement. –see “Item ‎5A.1c Settlement Agreement with Orange Brand Services Ltd.".

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Network sharing agreement.In ~~November 2013,~~April 2015, the ~~Company entered into a~~Ministry of Communications approved the 15- year Network Sharing Agreement that we entered into with HOT ~~Mobile, which remains subject to approval by the Ministry of Communications.~~Mobile. Pursuant to the Network Sharing Agreement, the parties created a 50-50 joint venture, the purpose of which is ~~intended~~ to operate and develop a cellular network to be shared by both parties, starting with a pooling of both ~~parties'~~parties’ radio access network infrastructures to create a single shared radio access network. The joint venture began operations in August 2015. See ~~"Item~~ “Item ‎4B.9 ~~Our Network~~" OUR NETWORK”.

Right of Use Agreement with HOT Mobile. Partner and HOT Mobile entered into a right of use agreement, which took effect on November 8, 2013, and is valid until April 1, 2016. Under the right of use agreement, Partner provides services to HOT Mobile in the form of a right of use of Partner’s radio cellular network. According to the right of use agreement, HOT Mobile pays Partner fixed base payments with additional variable payments based, among other things, on traffic volume exceeding a defined threshold. See “Item ‎4B.9 OUR NETWORK”.

i-Phone Agreement. Following the expiration of a previous agreement, in November 2012, we entered into a non-exclusive agreement with Apple Distribution International for the purchase and resale of iPhone handsets in Israel. Pursuant to the agreement, we agreed to purchase a minimum quantity of iPhone handsets per year, for a period of three years. The agreement has been extended until April 30, 2016, while the parties are negotiating the renewal of the agreement. These purchases will represent a significant portion of our expected handset purchases and sales over that period.

Fixed-line transmission services. In April 2012, we signed a five- year agreement with Bezeq effective as of January 1, 2012, for the supply of transmission services for use in Partner’s mobile network. The agreement replaces an earlier transmission agreement between the parties from 2008. The transmission services to be purchased in accordance with this agreement, together with the use of the Company’s own transmission network, will allow Partner to meet all its transmission requirements, at an improved cost during the next five years. Partner’s minimum annual commitment was NIS 57 million for the year 2013 and will gradually increase to NIS 71 million for the year 2016 due to the increase in the scope of the capacity to be purchased in accordance with the layout agreed upon by the parties. The minimum commitment as of December 31, ~~2014~~2015, is NIS ~~140~~71 million.

~~i-Phone Agreement. Following the expiration of a previous agreement,~~ Commencing April 2015, Hot Mobile undertakes its share in ~~November 2012, we entered into a non-exclusive agreement with Apple Distribution International for the purchase and resale of iPhone handsets in Israel. Pursuant~~these expenses through PHI according to the ~~agreement, we agreed~~OPEX-CAPEX mechanism, see Note 9 to ~~purchase a minimum quantity of iPhone handsets per year, for a period of three years. These purchases will represent a significant portion of our expected handset purchases and sales over that period.~~the consolidated financial statements.

~~Samsung Product Agreement.~~ In April 2010, the shareholders of the Company approved and ratified a perennial agreement with Scailex, our principal shareholder at the time (as of October 28, 2009), (the “Samsung Products Agreement”), to purchase, from time to time, cellular handsets, accessories and spare parts manufactured by Samsung Electronics Ltd. that are imported to and marketed in Israel by Scailex (the “Products”). The Samsung Products Agreement also provides for repair services of such Products and additional commercial arrangements between Scailex and the Company regarding annual purchase volumes of the Products and annual gross profit-margin of Scailex from transactions with the ~~Company. See “Item~~ ‎~~7B.2Transactions With Scailex”. The agreement~~ ~~terminated on December 31, 2014.~~

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Registration Rights Agreement. We have entered into registration rights agreements with ~~Scailex and~~ S.B, Israel Telecom, our principal ~~shareholders,~~shareholder, in which we granted our principal shareholders the right to require us to register ordinary shares held by them under the US Securities Act. See “Item ‎~~7B.3 Registration Rights ”.~~7B.2 REGISTRATION RIGHTS”.

Network upgrade and deployment of fourth generation network. On October 25, 2010, we entered into an agreement with Ericsson for the upgrade of our existing networks and the deployment of our fourth generation network in Israel ~~until~~for an initial term that ended at the end of 2014. ~~Deliverables and services that we were entitled to that were not provided by Ericsson are to be provided by Ericsson during 2015.~~ We ~~have~~ extended the initial period by an additional period of one year for the provision of support and maintenance services until the end of 2015 and again until the end of 2016. We have an option to extend the agreement by ~~nine~~eight additional periods of one year each. See "Item ‎4B.9g Suppliers" and “Item ‎~~5A.1e~~5A.1g Agreement for the Upgrade of Our Existing Networks and the Deployment of Fourth Generation Network in Israel”.

Med Nautilus Agreement. We have an agreement with Med Nautilus for the provision of international capacity services through submarine infrastructure, which connects countries bordering the Mediterranean Sea to all major Western European countries and from there to the rest of the world until 2023 with an option to extend the agreement until 2027.

~~Right of Use Agreement with HOT Mobile.~~ Partner and HOT Mobile entered into a right of use agreement, which took effect on November 8, 2013, and is valid until January 4, 2017. Under the right of use agreement, Partner provides services to HOT Mobile in the form of a right of use to Partner's radio cellular network. According to the right of use agreement, HOT Mobile pays Partner fixed base payments with additional variable payments based, among other things, on traffic volume exceeding a defined threshold. See "Item ‎~~4B.9 Our Network".~~

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10D. Exchange Controls

There are no Israeli government laws, decrees or regulations that restrict or that affect our export or import of capital or the remittance of dividends, interest or other payments to non-resident holders of our securities, including the availability of cash and cash equivalents for use by us and our wholly-owned subsidiaries, Partner Future Communications 2000 Ltd., Partner Land-Line Communications Solutions (of which Partner Future Communications 2000 Ltd. serves as the general partner and the Company serves as the limited partner) and 012 Smile, except or otherwise as set forth under “Item 10E. Additional Information – Taxation.”

Under Israeli law (and our Memorandum and Articles of Association), persons who are neither residents nor nationals of Israel may freely hold, vote and transfer ordinary shares in the same manner as Israeli residents or nationals.

10E. Taxation

Israeli Tax Considerations

The following discussion is not intended, and should not be construed, as legal or professional tax advice and should not be relied on any specific case since it does not exhaust all possible tax considerations.

The following is a summary of the current tax laws of the State of Israel as they relate to us and to our shareholders and also includes a discussion of the material Israeli tax consequences for persons purchasing our ordinary shares or ADSs, both referred to below as the “Shares”. To the extent that the discussion is based on legislation yet to be subject to judicial or administrative interpretation, there can be no assurance that the views expressed herein will accord with any such interpretation in the future. This discussion is not intended and should not be construed as legal or professional tax advice and does not cover all possible tax considerations.

Potential investors are urged to consult their own tax advisors as to the Israeli or other tax consequences of the purchase, ownership and disposition of our ordinary shares, including, in particular, the effect of any foreign, state or local taxes.

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Israeli Tax Reforms

On July 24, 2002, the Israeli Parliament enacted income tax reform legislation, commonly referred to as the “2003 Tax Reform”. The 2003 Tax Reform has introduced fundamental and comprehensive changes into Israeli tax laws. Most of the legislative changes took effect on January 1, 2003. The 2003 Tax Reform has introduced a transition from a primarily territorial-based tax system to a personal-based system of taxation with respect to Israeli residents. The 2003 Tax Reform has also resulted in significant amendment of the international taxation provisions, and new provisions concerning the taxation of capital markets including the abolishment of currently “exempt investment routes” (e.g., capital gains generated by Israeli individuals from the sale of securities traded on the Tel-Aviv Stock Exchange). Under the 2003 Tax Reform legislation the Shares are no longer regarded and defined as “foreign traded securities” and thus certain associated Israeli tax aspects will accordingly be subject to change as discussed below.

A relatively short time after the 2003 Tax Reform, the Israeli Parliament approved on July 25, 2005 an additional income tax reform legislation (the “2006 Tax Reform”) pursuant to the recommendations of a committee appointed by the Israeli Minister of Finance, which incorporated additional fundamental changes to Israeli tax law. The 2006 Tax Reform ~~inter alia, includes a gradual reduction of income tax rates for both individuals and corporations through 2010, and~~ outlines a path towards uniformity in the taxation of interest, dividend and capital gains derived from securities. The ~~"Tax~~“Tax Burden Distribution ~~Law"~~Law” legislation amendments (2011) that were published in December 2011, which became effective on January 1, 2012, abolished the reduction of income tax rates for corporations and individuals and increased, inter alia, the corporate tax rate and the tax rates on individual’s dividend income. On July 27, 2013 following the Tax Burden Distribution Law, the Israeli Parliament approved The Law For the Change in National Priorities (Legislation Amendment to Achieving Budget Goals for years 2013 and 2014), 2013 (the ~~"2013 Amendment"~~“2013 Amendment”). On January 4, 2016 the Israeli Parliament approved an amendment for the Israeli tax Ordinance (Number 216), 2016 according to which corporate tax rate will be updated for 2016 (the “2016 Amendment”). It shall be noted that the 2016 amendment is considered an event after the reporting period which might influence the company's deferred taxes as of tax year 2016. Would the law have been approved at December 31, 2015, the deferred tax asset as of December 31, 2015 would have decreased in the amount of approximately NIS 2 million, with corresponding decrease in deferred tax expenses in the income statement.

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Various issues related to the above legislations remain unclear in view of the legislative language utilized and the lack of authoritative interpretations at this stage. The analysis below is therefore based on our current understanding of the new legislation.

General Corporate Tax Structure

Israeli companies are generally subject to corporate tax on their taxable income (including capital gains). The regular corporate tax rate in Israel for 2013 was 25% ~~(to be increased to~~and for 2014 and 2015 was 26.5% ~~as of 2014)~~. ~~The 2013~~the 2016 Amendment provides that the corporate tax rate will be ~~26.5 %~~25% as of ~~2014 and thereof.~~2016.

Special Provisions Relating to Taxation under Inflationary Conditions

Until 2008, our taxable income was determined under the Income Tax (Inflationary Adjustment) Law 1985 (the “Inflationary Adjustments Law”), which attempts to overcome some of the problems presented to a traditional tax system by inflation.

In February 2008, the Israeli Parliament approved Amendment No. 20 to the Inflationary Adjustments Law (“the Amendment”). The Amendment repealed the Inflationary Adjustments Law as of January 1, 2008 and set certain transitionary rules.

The Israeli Income Tax Ordinance and regulations promulgated there under allow Foreign-Invested Companies, to adjust their tax returns based on exchange rate fluctuations of the shekel against the US Dollar. For these purposes, a Foreign-Invested Company is a company in which more than 25% of the share capital in terms of rights to distributions, voting and appointment of directors, and of the combined share capital, including shareholder loans and capital notes, is held by persons who are not residents of Israel. A company that elects to measure its results for tax purposes based on the US Dollar exchange rate cannot change that election for a period of three years following the election. Although we may qualify as a Foreign-Invested Company, we have not elected this taxable income measurement alternative.

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Tax on Capital Gains of Shareholders

~~General.~~ Israeli law generally imposes a capital gains tax on the sale of capital assets by residents of Israel as defined for Israeli tax purposes, and on the sale of capital assets located in Israel or the sale of direct or indirect rights to assets located in Israel, including on the sale of our Shares by some of our shareholders (see discussion below). The Israeli Income Tax Ordinance distinguishes between “Real Capital Gain” and “Inflationary Surplus”. Real Capital Gain is the excess of the total capital gain over Inflationary Surplus computed on the basis of the increase in the CPI between the date of purchase and the date of sale. On 2012 and 2013 the real capital gain accrued on the sale of our Shares was generally taxed at a rate of 25% for corporations (26.5% as of 2014)

General. Israeli law generally imposes a capital gains tax on the sale of capital assets by residents of Israel as defined for Israeli tax purposes, and on the sale of capital assets located in Israel or the sale of direct or indirect rights to assets located in Israel, including on the sale of our Shares by some of our shareholders (see discussion below). The Israeli Income Tax Ordinance distinguishes between “Real Capital Gain” and “Inflationary Surplus”. Real Capital Gain is the excess of the total capital gain over Inflationary Surplus computed on the basis of the increase in the CPI between the date of purchase and the date of sale. In 2013 the real capital gain accrued on the sale of our Shares was generally taxed at a rate of 25% for corporations (26.5% as of 2014 and 2015, and 25% as of 2016) and a rate of up to 25% for individuals. Additionally, if such individual shareholder is considered a “Significant Shareholder” at any time during the 12-month period preceding such sale (i.e., if such individual shareholder holds directly or indirectly, along with others, at least 10% of any means of control in the company, including, among other things, the right to receive profits of the company, voting rights, the right to receive the company’s liquidation proceeds and the right to appoint a director), the tax rate will be up to 30%.

However, the foregoing tax rates will not apply to (i) dealers in securities; and (ii) shareholders who have acquired their shares prior to an initial public offering (that may be subject to a different tax arrangement). Inflationary surplus that accrued after December 31, 1993, is exempt from tax.

Generally, a semi-annual detailed return, including a computation of the tax due should be submitted to the Israeli Tax Authorities and a tax advance amounting to the tax liability arising from the capital gain is payable. At the sale of traded securities, the aforementioned detailed return may not be submitted and the tax advance should not be paid, if all tax due was withheld at the source according to applicable provisions of the Israeli Tax Ordinance and regulations promulgated thereunder.

~~Capital gains are also reportable on annual income tax returns.~~

·	~~Taxation of Israeli Residents~~

Capital gains are also reportable on annual income tax returns.

Taxation of Israeli Residents

The following is a summary of the most significant Israeli capital gains tax implications arising with respect to the sale of our Shares by shareholders who are not engaged in the business of trading in securities.

Individuals

As of January 1, 2012, a shareholder will generally be subject to tax at up to 25% rate on realized real capital gain (if the shareholder is a Significant Shareholder, as defined above, the tax rate will be up to 30%). To the extent that the shareholder claims a deduction of financing expenses, the gain will be subject to tax at a rate of 30% (until otherwise stipulated in bylaws that may be published in the future).

147

Please note that an individual Israeli tax resident may be required to pay up to 48% on his yearly taxable income, subject to certain exceptions. In addition, as of January 1, 2013, an individual Israeli tax resident is required to pay an additional tax at the rate of 2% on his yearly taxable combined income from any source exceeding NIS 811 thousands.

Corporations

Shareholders who are corporations will be generally subject to tax at the corporate tax rate on the realized capital gain as described in “General Corporate Tax Structure” in Item 10E above.

Different taxation rules may apply to shareholders who purchased the Shares prior to January 1, 2009 or prior to the listing on the Tel Aviv Stock Exchange or the Nasdaq Global Market. Such Shareholders should consult with their own tax advisors for the tax consequences upon sale.

In general, a partnership will be a transparent entity for tax purposes and the investors will be subject to tax with respect to their share in accordance with the tax rate applies individually.

~~148~~

In general, under the Israel Tax Ordinance, public institutions are exempt from tax.

·•	Taxation of Non-Israeli Residents

As mentioned above, Israeli law generally imposes a capital gains tax on sales of capital assets, including securities and any other direct or indirect rights to capital assets located in Israel. This tax is also applicable to nonresidents of Israel as follows:

Under Israeli law, the capital gain from the sale of shares by non-Israeli residents is tax exempt in Israel as long as our shares are listed on the NASDAQ Global Select Market or any other stock exchange recognized by the Israeli Ministry of Finance (this condition shall not apply to shares purchased on or after January 1, 2009) and provided that certain other conditions are met, the most relevant of which are: (A) the capital gain is not attributed to the foreign resident’s permanent establishment in Israel, (B) the shares were acquired by the foreign resident after the company’s shares had been listed for trading on the foreign exchange, and (C) if the seller is a corporation, less than 25% of its means of control are held by Israeli residents. It should be noted that with respect to shares which are listed on the Israeli stock exchange market, a tax exemption may apply under certain different conditions.

In addition, the sale of shares may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty (for example, please refer to the discussion below with respect to the Convention Between the Government of the United States of America and the Government of the State of Israel with Respect to Taxes on Income).

Different taxation rules may apply to shareholders who purchased their shares prior to the listing on the Tel Aviv Stock Exchange. Such shareholders should consult with their tax advisors for the precise treatment upon sale.

·•	Taxation of Investors Engaged in a Business of Trading Securities

Individual and corporate dealers in securities in Israel are taxed at tax rates applicable to business income.

·•	Withholding at Source from Capital Gains from Traded Securities

The Purchaser, the Israeli stockbrokers and any financial institution through which the sold securities are held, are obliged, subject to certain exemptions, to withhold tax on the amount of consideration paid with respect to such sale (or on the capital gain realized on the sale, if known) at the Israeli corporate tax rate as described in ~~"General~~“General Corporate Tax ~~Structure"~~Structure” in Item 10E above.

In case the seller is an individual, the applicable withholding tax rate would be 25%, or 30% in case the seller is a significant shareholder.

Dividends

The following Israeli tax consequences shall apply in the event of actual payment of any dividends on the Shares.

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As of January 1, 2012, dividends, other than bonus shares (stock dividends), paid to Israeli resident individuals who purchased our Shares will generally be subject to income tax at a rate of 25% for individuals, or 30% if the dividend recipient is a Significant Shareholder (as defined above) at any time during the 12-month period preceding such distribution. Dividends paid to Israeli resident companies will not be included in their tax liability computation.

Non-residents of Israel (both individuals and corporations) are subject to income tax on income accrued or derived from sources in Israel, including dividends from Israeli corporations. The distribution of dividend income, other than bonus shares (stock dividends), to non-residents of Israel will generally be subject to income tax at a rate of 25% (or 30% for a shareholder that is considered a Significant Shareholder (as defined above) at any time during the 12-month period preceding such distribution), unless a lower rate is stipulated by a double tax treaty between the State of Israel and the shareholder’s country of residence.

~~149~~

In the event of actual payment of any dividends on our ordinary shares the following withholding rates will be applied: (i) Israeli resident corporations – 0%, (ii) Israeli resident individuals – 25% (iii) non-Israeli residents – 25%, subject to a reduced tax rate under an applicable double tax treaty; (iv) Israeli resident individual who is a Significant Shareholder – 30%; and (v) non -Israeli resident who is a Significant Shareholder – 30%, subject to a reduced tax rate under an applicable double tax treaty. Nevertheless, if the Shares are held through a Nominee Company, as defined in the Israel Securities Act, the withholding tax rate for shareholders under (iv) and (v) above shall be 25% (subject to a reduced tax rate under an applicable double tax treaty for non-Israeli residents).

A non-resident of Israel that has received a dividend income derived from an Israeli corporation, from which tax was withheld at the source, is generally exempt from the duty to file tax returns in Israel in respect of such income, provided that such income was not connected to or derived from a trade or business conducted in Israel by such person.

Repatriation

Non-residents of Israel who acquire any of the Shares of the Company will be able to repatriate dividends, liquidation distributions and the proceeds from the sale of such shares in non-Israeli currencies at the rate of exchange prevailing at the time of repatriation provided that any applicable Israel income tax has been paid, or withheld, on such amounts. US holders should refer to the “United States Federal Income Considerations” section below with respect to the US federal income tax treatment of foreign currency gain or loss.

The foregoing discussion is intended only as a summary and does not purport to be a complete analysis or listing of all potential Israeli tax effects of holding of our shares. We recommend that shareholders consult their tax advisors concerning the Israeli and non-Israeli tax consequences to them of holding our shares.

Taxation of Residents of the United States under the US Treaty

Residents of the United States generally will be subject to withholding tax in Israel on dividends paid, if any, on Shares (including ADSs). Generally, under the Convention Between the Government of the United States of America and the Government of the State of Israel with Respect to Taxes on Income (the “US Treaty”), the maximum rate of withholding tax on dividends paid to a holder of Shares (including ADSs) who is a resident of the United States (as defined in the US Treaty) will be 25%. Under the US Treaty, the withholding tax rate on dividends will be reduced to 12.5% if (i) the shareholder is a U.S. resident corporation which holds during the portion of the taxable year which precedes the date of payment of the dividend, and during the whole of its prior taxable year, at least 10% of the outstanding shares of the voting stock of the Israeli resident paying corporation and (ii) not more than 25% of the gross income of the Israeli resident paying corporation for such prior taxable year consists of certain types of interest or dividends.

The US Treaty exempts from taxation in Israel any capital gains realized on the sale, exchange or other disposition of Shares (including ADSs) provided that the following cumulative conditions are met: (a) the seller is a resident of the United States for purposes of the US Treaty; (b) the seller owns, directly or indirectly, less than 10% of our voting stock at all times during the 12-month period preceding such sale, exchange or other disposition; (c) the seller, being an individual, is present in Israel for a period or periods of less than 183 days during the taxable year; and (d) the capital gain from the sale was not generated through a permanent establishment of the seller in Israel.

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Subject to the exemptions from capital gains prescribed in the Israeli Income Tax Ordinance (as described above), purchasers of Shares (including ADSs) who are residents of the United States and who hold 10% or more of the outstanding ordinary shares at any time during such 12-month period will be subject to Israeli capital gains tax. However, under the US Treaty, residents of the United States (as defined in the US Treaty) generally would be permitted to claim a credit for this tax against US federal income tax imposed on the sale, exchange or other disposition, subject to the limitations in US laws applicable to the utilization of foreign tax credits generally.

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The application of the US Treaty provisions to dividends and capital gains described above is conditioned upon the fact that such income is not effectively connected with a permanent establishment (as defined in the US Treaty) maintained by the non-Israeli resident in Israel.

United States Federal Income Tax Considerations

The following discussion is a summary of certain material US federal income tax considerations applicable to a US holder (as defined below) regarding the acquisition, ownership and disposition of ordinary shares or ADSs. This summary is based on provisions of the Internal Revenue Code of 1986, as amended (the “Code”), existing and proposed US Treasury regulations, administrative pronouncements, rulings and judicial decisions as of the date of this annual report. All of these authorities are subject to change, possibly with retroactive effect, and to change or changes in interpretation. In addition, this summary does not discuss all aspects of US federal income taxation that may be applicable to investors in light of their particular circumstances or to investors who are subject to special treatment under US federal income tax law, including US expatriates, insurance companies, banks, regulated investment companies, securities broker-dealers, financial institutions, tax-exempt organizations, persons holding ordinary shares or ADSs as part of a straddle, hedging or conversion transaction, persons subject to the foreign tax credit splitting events rules, persons subject to the alternative minimum tax, persons who acquired their ordinary shares or ADSs pursuant to the exercise of employee stock options or otherwise as compensation, US holders having a functional currency other than the US dollar, persons owning (directly, indirectly or by attribution) 10% or more of our outstanding share capital or voting stock and persons not holding the ordinary shares or ADSs as capital assets. This discussion also does not address the consequences of the Medicare tax on net investment income or any aspect of state, local or non-US tax law or any other aspect of US federal taxation other than income taxation.

As used herein, the term “US holder” means a beneficial owner of an ordinary share or an ADS who is eligible for benefits as a US resident under the limitation on benefits article of the US Treaty (as defined above in “–Taxation of Residents of the United States under the US Treaty”), and is:

·	~~a citizen or individual resident of the United States for US federal income tax purposes;~~

a citizen or individual resident of the United States for US federal income tax purposes;

·	~~a corporation (or an entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;~~

a corporation (or an entity taxable as a corporation for US federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;

·	~~an estate whose income is subject to US federal income taxation regardless of its source; or~~

an estate whose income is subject to US federal income taxation regardless of its source; or

·	a trust if (A) a US court is able to exercise primary supervision over the trust’s administration and (B) one or more US persons have the authority to control all of the trust’s substantial decisions.

a trust if (A) a US court is able to exercise primary supervision over the trust’s administration and (B) one or more US persons have the authority to control all of the trust’s substantial decisions.

If a partnership, or other entity or arrangement treated as a partnership for US federal income tax purposes, holds ordinary shares or ADSs, the tax treatment of a partner generally will depend upon the status of the partner and the activities of the partnership. A partnership or a partner in a partnership that holds ordinary shares or ADSs is urged to consult its own tax advisor regarding the specific tax consequences of owning and disposing of ordinary shares or ADSs.

For US federal income tax purposes, US holders of ADRs will be treated as owners of the ADSs evidenced by the ADRs and the ordinary shares represented by the ADSs. Furthermore, deposits or withdrawals by a US holder of ordinary shares for ADSs, or of ADSs for ordinary shares, will not be subject to US federal income tax. The statement of US federal income tax law set forth below assumes that each obligation in the Deposit Agreement and any related agreement will be performed in accordance with its terms.

US holders should review the summary above under “Israeli Tax Considerations” and “Taxation of Residents of the United States under the US Treaty” for a discussion of the Israeli taxes which may be applicable to them.

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Holders of ordinary shares or ADSs should consult their own tax advisors concerning the specific Israeli, US federal, state and local tax consequences of the ownership and disposition of the ordinary shares or ADSs in light of their particular situations as well as any consequences arising under the laws of any other taxing jurisdiction. In particular, US holders are urged to consult their own tax advisors concerning whether they will be eligible for benefits under the US Treaty.

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Dividends

A US holder generally will be required to include in gross income as ordinary dividend income the amount of any distributions paid on the ordinary shares and ADSs, including the amount of any Israeli taxes withheld in respect of such dividend. Dividends paid by us will not qualify for the dividends-received deduction applicable in certain cases to US corporations.

The amount of any distribution paid in NIS, including the amount of any Israeli withholding tax thereon, will be included in the gross income of a US holder of ordinary shares in an amount equal to the US dollar value of the NIS calculated by reference to the spot rate of exchange in effect on the date the distribution is received by the US holder or, in the case of ADSs, by the Depositary. If a US holder converts dividends paid in NIS into US dollars on the day such dividends are received, the US holder generally should not be required to recognize foreign currency gain or loss with respect to such conversion. If the NIS received in the distribution are not converted into US dollars on the date of receipt, any foreign currency gain or loss recognized upon a subsequent conversion or other disposition of the NIS will be treated as US source ordinary income or loss. Special rules govern and special elections are available to accrual method taxpayers to determine the US dollar amount includible in income in the case of taxes withheld in a foreign currency. Accrual basis taxpayers are urged to consult their own tax advisors regarding the requirements and the elections applicable in this regard.

Any dividends paid by us to a US holder on the ordinary shares or ADSs will be treated as foreign source income and generally will be categorized as “passive income” for US foreign tax credit purposes. Subject to the limitations in the Code, as modified by the US Treaty, a US holder may elect to claim a foreign tax credit against its US federal income tax liability for Israeli income tax withheld from dividends received in respect of ordinary shares or ADSs. US holders who do not elect to claim the foreign tax credit may instead claim a deduction for Israeli income tax withheld, but only for a year in which the US holder elects to do so with respect to all foreign income taxes. A deduction does not reduce US tax on a dollar-for-dollar basis like a tax credit. The deduction, however, is not subject to the limitations applicable to foreign tax credits. The rules relating to the determination of the foreign tax credit are complex. Accordingly, if you are a US holder of ordinary shares or ADSs, you should consult your own tax advisor to determine whether and to what extent you would be entitled to the credit.

Certain US holders (including individuals) are eligible for reduced rates of US federal income tax in respect of “qualified dividend income”. For this purpose, qualified dividend income generally includes dividends paid by a non-US corporation if, among other things, the US holders meet certain minimum holding period requirements and the non-US corporation satisfies certain requirements, including that either (i) the shares (or ADSs) with respect to which the dividend has been paid are readily tradable on an established securities market in the United States, or (ii) the non-US corporation is eligible for the benefits of a comprehensive US income tax treaty (such as the US Treaty) which provides for the exchange of information. We currently believe that dividends paid with respect to our ordinary shares and ADSs should constitute qualified dividend income for US federal income tax purposes. We anticipate that our dividends will be reported as qualified dividends on Forms 1099-DIV delivered to US holders. In computing foreign tax credit limitations, non-corporate US Holders may take into account only a portion of a qualified dividend to reflect the reduced US tax rate applicable to such dividend. Individual US holders of ordinary shares or ADSs are urged to consult their own tax advisors regarding the availability of the reduced dividend tax rate in light of their own particular situation and regarding the computations of their foreign tax credit limitation with respect to any qualified dividend income paid by us, as applicable.

Sale, Exchange or Other Taxable Disposition

Upon the sale, exchange or other taxable disposition of ordinary shares or ADSs, a US holder generally will recognize capital gain or loss equal to the difference between the US dollar value of the amount realized on the sale, exchange or other taxable disposition and the US holder’s adjusted tax basis, determined in US dollars, in the ordinary shares or ADSs. Any gain or loss recognized upon the sale, exchange or other taxable disposition of the ordinary shares or ADSs will be treated as long-term capital gain or loss if, at the time of the sale, exchange or other taxable disposition, the holding period of the ordinary shares or ADSs exceeds one year. In the case of individual US holders, capital gains generally are subject to US federal income tax at preferential rates if specified minimum holding periods are met. The deductibility of capital losses by a US holder is subject to significant limitations. US holders should consult their own tax advisors in this regard.

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In general, gain or loss recognized by a US holder on the sale, exchange or other taxable disposition of ordinary shares or ADSs will be US source income or loss for US foreign tax credit purposes. Pursuant to the US Treaty, however, gain from the sale or other taxable disposition of ordinary shares or ADSs by a holder who is a US resident, for US Treaty purposes, and who sells the ordinary shares or ADSs within Israel may be treated as foreign source income for US foreign tax credit purposes.

US holders who hold ordinary shares or ADSs through an Israeli stockbroker or other Israeli intermediary may be subject to an Israeli withholding tax on any capital gains recognized if the US holder does not obtain approval of an exemption from the Israeli Tax Authorities. See ~~”Israeli~~“Israeli Tax Considerations” above. US holders are advised that any Israeli tax paid under circumstances in which an exemption from such tax was available will not give rise to a deduction or credit for foreign taxes paid for US federal income tax purposes. US holders are advised to consult their Israeli stockbroker or intermediary regarding the procedures for obtaining an exemption.

If a US holder receives NIS upon the sale of ordinary shares, that US holder may recognize ordinary income or loss as a result of currency fluctuations between the date of the sale of the ordinary shares and the date the sales proceeds are converted into US dollars.

Passive Foreign Investment Company Rules

A non-US corporation will be classified as a Passive Foreign Investment Company (a “PFIC”) for any taxable year if (i) at least 75% of its gross income consists of passive income, (such as dividends, interest, rents, royalties (other than rents or royalties derived in the active conduct of a trade or business and received from an unrelated person) and gains on the disposition of certain minority interests or (ii) at least 50% of the average value of its assets consist of assets that produce, or are held for the production of, passive income. We currently believe that we were not a PFIC for the year ended December 31, ~~2014.~~2015. However, this conclusion is a factual determination that must be made at the close of each year and is based on, among other things, a valuation of our ordinary shares, ADSs and assets, which will likely change from time to time. If we were characterized as a PFIC for any taxable year, a US holder would suffer adverse tax consequences. These consequences may include having the gains that are realized on the disposition of ordinary shares or ADSs treated as ordinary income rather than capital gains and being subject to punitive interest charges with respect to certain dividends and gains and on the sale or other disposition of the ordinary shares or ADSs. Furthermore, dividends paid by a PFIC are not eligible to be treated as “qualified dividend income” (as discussed above). In addition, if a US holder holds ordinary shares or ADSs in any year in which we are treated as a PFIC, such US holder will be subject to additional tax form filing and reporting requirements.

Application of the PFIC rules is complex. US holders should consult their own tax advisors regarding the potential application of the PFIC rules to the ownership of our ordinary shares or ADSs.

Information Reporting and Backup Withholding

Dividend payments with respect to ordinary shares or ADSs and proceeds from the sale, exchange or other disposition of ordinary shares or ADSs may be subject to information reporting to the Internal Revenue Service (the “IRS”) and possible US backup withholding at a current rate of 28%. Backup withholding will not apply, however, to a holder who furnishes a correct taxpayer identification number or certificate of foreign status and makes any other required certification or who is otherwise exempt from backup withholding. US persons who are required to establish their exempt status generally must provide IRS Form W-9 (Request for Taxpayer Identification Number and Certification). Non-US holders generally will not be subject to US information reporting or backup withholding. However, such holders may be required to provide certification of non-US status (generally on IRS Form W-8BEN or IRS W-8BEN-E) in connection with payments received in the United States or through certain US-related financial intermediaries.

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Backup withholding is not an additional tax. Amounts withheld as backup withholding may be credited against a holder’s US federal income tax liability, and a holder may obtain a refund of any excess amounts withheld by filing the appropriate claim for refund with the IRS and furnishing any required information in a timely fashion.

In addition, certain US holders who are individuals that hold certain foreign financial assets as defined in the Code (which may include ordinary shares or ADSs) are required to report information relating to such assets, subject to certain exceptions.

10F. Dividends and Paying Agents

Not applicable.

10G. Statement By Experts

Not applicable.

10H. Documents on Display

Reports and other information of Partner filed electronically with the US Securities and Exchange Commission may be found at www.sec.gov. They can also be inspected without charge and copied at prescribed rates at the public reference facilities maintained by the SEC in Room 1024, 450 Fifth Avenue, N.W., Washington, D.C. 20549.

10I. Subsidiary Information

Not applicable.

ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

11A. General

We are exposed to market risk, including movements in foreign currency exchange and inflation-indexed interest rates. Since May 2013, we have not entered into any derivative transactions to hedge underlying exposure to foreign currencies. As a matter of policy, we do not enter into transactions of a speculative or trading nature. Interest rate and foreign exchange exposures are monitored by tracking actual and projected commitments and through the use of sensitivity analysis.

We have liabilities in NIS linked to the CPI and in foreign currencies. The following table provides information derived from the financial statements about these liabilities as of December 31, ~~2013~~2014 and ~~2014.~~2015.

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Non-Derivative Instruments

	As of December 31, (NIS equivalent in millions, except percentages)										As of December 31, (NIS equivalent in millions, except percentages)
	2014					2013					2015					2014
	Fair Value		Book Value			Fair Value		Book Value			Fair Value		Book Value			Fair Value		Book Value

NIS-denominated debt linked to the CPI (1)

Long-term fixed Notes payable series B due 2016		254		243			387		365			123		121			254		243
Weighted average interest rate payable				3.4	%				3.4	%				3.4	%				3.4	%
Long-term fixed Notes payable series C due 2018		750		701			766		702			724		695			750		701
Weighted average interest rate payable				3.35	%				3.35	%				3.35	%				3.35	%
Long-term bank borrowing bearing fixed interest		557		532			567		532
Long-term borrowing bearing fixed interest																	557		532
Weighted average interest rate payable				2.75	%				2.75	%									2.75	%
Long-term bank borrowing bearing fixed interest		216		199			221		200
Long-term borrowing bearing fixed interest												210		198			216		199
Weighted average interest rate payable				3.42	%				3.42	%				3.42	%				3.42	%
Other payables (2)		1		1			1		1			1		1			1		1

NIS-denominated debt not linked to the CPI
Long-term variable interest Notes payable series D due 2021		538		542			537		541			548		543			538		542
Weighted average interest rate payable				1.82	%				2.63	%				1.34	%				1.82	%
Long-term fixed Notes payable series E due 2017		607		556			808		739			399		371			607		556
Weighted average interest rate payable				5.5	%				5.5	%				5.5	%				5.5	%

Long-term bank borrowing bearing variable interest (2)		152		152			152		152
Long-term borrowing bearing variable interest (2)												152		152			152		152
Weighted average interest rate payable				2.08	%				2.83	%				1.63	%				2.08	%
Long-term bank borrowing bearing fixed interest		176		150			292		250
Long-term borrowing bearing fixed interest												170		150			176		150
Weighted average interest rate payable				5.70	%				5.70	%				5.70	%				5.70	%
Long-term bank borrowing bearing fixed interest		200		200
Long-term borrowing bearing fixed interest												200		200			200		200
Weighted average interest rate payable														3	%				3
Long-term borrowing bearing fixed interest												198		196
Weighted average interest rate payable														3	%
Long-term borrowing bearing fixed interest												75		75
Weighted average interest rate payable														3.71	%
Long-term borrowing bearing fixed interest												203		200
Weighted average interest rate payable														4.25	%
Long-term borrowing bearing fixed interest												200		200
Weighted average interest rate payable				3	%									3.884	%

Trade payables and others (2)		662		662			614		614			630		630			662		662

Debt denominated in foreign currencies (2)

Trade payables denominated in USD		187		187			75		75			117		117			187		187

Trade payables denominated in other foreign currencies (mainly Euro)		46		46			168		168			46		46			46		46

Total		4,346		4,171			4,588		4,339			3,995		3,894			4,346		4,171

A change of the USD exchange rate as at December 31, ~~2014,~~2015, would increase (decrease) equity and profit in ~~2014~~2015 by the amounts shown below as regards assets and liabilities as of December 31, ~~2014,~~2015, and expected capital expenditure purchases in ~~2015.~~2016. The analysis below does not take into account the effect of any change in USD with respect to possible future commitments and other future expected purchases in US dollars, since the Company believes that it will be able to adjust NIS prices for goods and services it sells in the Israeli market to reflect any significant increases in cost resulting from changes in the NIS-USD exchange rate. This analysis assumes that all other variables remain constant.

	Change			Equity			Profit
				New Israeli Shekels in millions

December 31, 2015
Increase in the USD of		10	%		(13	)		(13	)
Decrease in the USD of		(10	)%		14			14

Change Equity Profit

New Israeli Shekels
in millions

December 31, 2014
Increase in the USD of 10 % (27 ) (27 )
Decrease in the USD of (10 )% 27 27

11C. Interest rates

Since some of our notes payable and non-current borrowings bear variable interest rate, changes in interest rates cause cash flow risks. As of December 31, ~~2014,~~2015, our Notes payable series D in a principal amount of NIS ~~542~~543 million, and our ~~bank borrowings~~borrowing in a principal amount of NIS 152 million bear variable rates of interest.

Sensitivity analysis

An increase (decrease) of 1% interest rates during ~~2014~~2015 in respect of our notes payable and non-current ~~borrowings~~borrowing bearing variable interest would have resulted in an annual increase (decrease) in interest expenses (income) of NIS 7 million. This analysis assumes that all other variables remain constant.

ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES

Fees and charges payable by ADR holders

Citibank serves as the depositary (the “Depositary”) for our American Depositary Receipt (“ADR”) program. Pursuant to the deposit agreement between the Company, the Depositary and owners and holders of ADRs (the “Deposit Agreement”), ADR holders may be required to pay various fees to the Depositary. In particular, the Depositary, under the terms of the Deposit Agreement, may charge the following fees: (i) Issuance Fee: to any person depositing shares or to whom ADSs are issued upon the deposit of shares, a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) (excluding issuances as a result of distributions described in paragraph (iv) below); (ii) Cancellation Fee: to any person surrendering ADSs for cancellation and withdrawal of deposited securities or to any person to whom deposited securities are delivered, a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) surrendered;(iii) Cash Distribution Fee: to any holder of ADS(s), a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) held for the distribution of cash dividends or other cash distributions (i.e., sale of rights and other entitlements); (iv) Stock Distribution/Rights Exercise Fee: to any holder of ADS(s), a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) held for (a)stock dividends or other free stock distributions or (b)exercise of rights to purchase additional ADSs; (v) Other Distribution Fee: to any holder of ADS(s), a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) held for the distribution of securities other than ADSs or rights to purchase additional ADSs (i.e., spin-off shares); and (vi) Depositary Services Fee: to any holder of ADS(s), a fee not in excess of $5.00 per 100 ADSs (or fraction thereof) held on the applicable record date(s) established by the Depositary. The parties agreed to allow Citibank to charge an additional $1.00 per 100 ADSs (a fee not in excess of $6.00 in aggregate) in the event that the Company does not pay cash or stock dividends.

~~156~~155

Owners, beneficial owners, persons depositing shares and persons surrendering ADSs for cancellation and for the purpose of withdrawing deposited securities shall be responsible for the following charges: (a) taxes (including applicable interest and penalties) and other governmental charges; (b) such registration fees as may from time to time be in effect for the registration of shares or other deposited securities on the share register and applicable to transfers of shares or other deposited securities to or from the name of the custodian, the Depositary or any nominees upon the making of deposits and withdrawals, respectively; (c) such cable, telex and facsimile transmission and delivery expenses as are expressly provided in the Deposit Agreement to be at the expense of the person depositing or withdrawing shares or owners and beneficial owners of ADSs; (d) the expenses and charges incurred by the Depositary in the conversion of foreign currency; (e) such fees and expenses as are incurred by the Depositary in connection with compliance with exchange control regulations and other regulatory requirements applicable to Shares, deposited securities, ADSs and receipts; and (f) the fees and expenses incurred by the Depositary, the Custodian, or any nominee in connection with the delivery or servicing of deposited securities.

Amounts received from the Depository

During ~~2014,~~2015, the Company received from Citibank payments in the amount of approximately ~~$608,379.~~$636,586.

ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES

None.

ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USE OF PROCEEDS

None.

ITEM 15. CONTROLS AND PROCEDURES

(a) Disclosure Controls and Procedures. Our management, including our Chief Executive Officer and Chief Financial Officer, carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, ~~2014.~~2015. Disclosure controls and procedures means controls and other procedures designed to ensure that information required to be disclosed in the reports that we file under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate, to allow timely decisions regarding required disclosure.

There are inherent limitations to the effectiveness of any system of disclosure controls and procedures, including the possibility of human error and the circumvention or overriding of the controls and procedures. Accordingly, even effective disclosure controls and procedures can only provide reasonable assurance of achieving their control objectives. Nevertheless, our disclosure controls and procedures are designed to provide reasonable assurance of achieving the desired control objectives. Based upon our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that the disclosure controls and procedures in place as of December 31, ~~2014,~~2015, were effective.

~~157~~156

(b) Management’s ~~Annual~~ Report on Internal Control over Financial Reporting. Our management, under the supervision of our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) of the Securities Exchange Act of 1934, as amended. The Company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes policies and procedures that:

~~pertain to the maintenance of our records that in reasonable detail accurately and fairly reflect our transactions during the year;~~

pertain to the maintenance of our records that in reasonable detail accurately and fairly reflect our transactions during the year;

~~provide reasonable assurance that our transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;~~

provide reasonable assurance that our transactions are recorded as necessary to permit the preparation of our financial statements in accordance with generally accepted accounting principles;

~~provide reasonable assurance that our receipts and expenditures are made only in accordance with authorizations of our management and Board of Directors (as appropriate); and~~

provide reasonable assurance that our receipts and expenditures are made only in accordance with authorizations of our management and Board of Directors (as appropriate); and

provide reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of our assets

that could have a material effect on our financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, ~~2014,~~2015, based on the framework for Internal Control-Integrated Framework (2013) set forth by The Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management concluded that the Company’s internal control over financial reporting was effective as of December 31, ~~2014.~~2015.

Our internal control over financial reporting as of December 31, ~~2014,~~2015, has been audited by Kesselman & Kesselman, an independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited, as stated in their report which is included under Item 18.

(c) Attestation report of the registered public accounting firm. The attestation report of Kesselman & Kesselman, an independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited, regarding the Company’s internal control over financial reporting is included under Item 18.

(d) Changes in Internal Control Over Financial Reporting. There were no significant changes in our internal control over financial reporting that occurred during the year ended December 31, ~~2014,~~2015, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 16.

16A. AUDIT COMMITTEE FINANCIAL EXPERT

The Board of Directors has determined that Dr. Michael Anghel, Mr. Barry Ben-Zeev and Mr. Arik Steinberg are “audit committee financial experts” as defined in Item 16A of Form 20-F. All the members of the audit committee are “independent directors” as defined in the SEC requirements applicable to us.

157

16B. CODE OF ETHICS

In 2013, we reviewed, updated and expanded our Code of Ethics. As previously, the revised Code of Ethics applies to our directors, officers and employees. The principal modifications to our Code of Ethics adopted in 2013 include:

-	a more complete statement setting forth the values underlying the Code of Ethics;

~~158~~

-	a detailed guide to appropriate behavior toward interested parties, including customers, suppliers, employees, directors, shareholders, franchisers and the community in which the Company operates;

-	the extension of the Code of Ethics to our affiliated companies; and

-	additional guidance for ensuring compliance with the Code of Ethics.

A copy of our Code of Ethics is posted on our website at ~~www.orange.co.il~~www.partner.co.il under “Investor Relations-Corporate Governance-Code of Ethics”.

16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Kesselman & Kesselman, our independent registered public accounting firm in Israel and a member of PricewaterhouseCoopers International Limited (“PwC”), have served as our independent public accountants for each of the fiscal years in the three-year period ended December 31, ~~2014,~~2015, for which audited financial statements appear in this annual report on Form 20-F.

The following table presents the aggregate fees for professional services rendered by PwC to Partner in ~~2013~~2014 and ~~2014.~~2015.

	2013		2014		2014		2015
	(NIS thousands)		(NIS thousands)		(NIS thousands)		(NIS thousands)

Audit Fees (1)		2,112		2,329		2,329		2,265
Audit-related Fees (2)		293		275		275		441
Tax Fees (3)		329		455		455		436
TOTAL		2,734		3,059		3,059		3,142

(1)

Audit Fees consist of fees billed for the annual audit services engagement and other audit services, which are those services that only the external auditor can reasonably provide, and include the group audit; statutory audits; comfort letters and consents; and assistance with and review of documents filed with the SEC.

(2)

Audit-related Fees consist of fees billed for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and include consultations concerning financial accounting and reporting standards, as well as the purchase of an accounting data base.

(3)	Tax Fees include fees billed for tax compliance services, including the preparation of tax returns and claims for tax refund; tax consultations, such as assistance and representation in connection with tax audits and appeals, and requests for rulings or technical advice from taxing authority.

Audit Committee Pre-approval Policies and Procedures

Our audit committee’s specific responsibilities in carrying out its oversight of the quality and integrity of the accounting, auditing and reporting practices of the Company include the approval of audit and non-audit services to be provided by the external auditor. The audit committee approves in advance the particular services or categories of services to be provided to the Company during the following yearly period and also sets forth a specific budget for such audit and non-audit services. Additional non-audit services may be pre-approved by the audit committee.

158

16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES

Not applicable.

16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASES

Not applicable.

~~159~~

16F. CHANGE IN REGISTRANT’S CERTIFYING ACOUNTANT

Not applicable.

16G. CORPORATE GOVERNANCE

See “Item ‎‎~~6C.5~~6C.56C.5 NASDAQ Corporate Governance Rules and Our Practices”, and also “Item ‎‎10B Memorandum and Articles of Association”.

ITEM 17. FINANCIAL STATEMENTS

The company has responded to “Item 18. Financial Statements” in lieu of responding to this item.

ITEM 18. FINANCIAL STATEMENTS

The following financial statements are filed as part of this annual report.

ITEM 19. EXHIBITS

Pursuant to the rules and regulations of the Securities and Exchange Commission, we have filed certain agreements as exhibits to this annual report on Form 20-F. These agreements may contain representations and warranties by the parties. These representations and warranties have been made solely for the benefit of the other party or parties to such agreements and (i) may have been qualified by disclosures made to such other party or parties, (ii) were made only as of the date of such agreements or such other date(s) as may be specified in such agreements and are subject to more recent developments, which may not be fully reflected in our public disclosure, (iii) may reflect the allocation of risk among the parties to such agreements and (iv) may apply materiality standards different from what may be viewed as material to investors. Accordingly, these representations and warranties may not describe our actual state of affairs at the date hereof and should not be relied upon.


Exhibit No.		Description

~~1.1+>>>~~1.1		Articles of Association last updated and approved on April ~~11, 2013~~2, 2015
**1.2		Partner’s Certificate of Incorporation
**1.3		Partner’s Memorandum of Association
**2.(a).1		Form of Share Certificate
^^2.(a).2		Amended and Restated Deposit Agreement Between Partner and the Bank of New York
^^^^2.(a)3		Amended and Restated Deposit Agreement Between Partner and Citibank N.A.
^2.(b).1		Form of Indenture between Partner and the Trust Company of Union Bank Ltd.
>>>>2.(b).2		Trust Deed
>>>>2.(b).3		Amendment no. 1 to the Trust Deed of November 26, 2009
^4.(a).1		Restatement of the Relationship Agreement dated April 20, 2005
>>>>4.(a).1.1		Letter of Undertaking by which Scailex entered into the Restated Relationship Agreement with the Company, October 28, 2009

~~160~~159

+>>4.(a).1.2		Letter of Undertaking by which S.B. Israel Telecom entered into the Restated Relationship Agreement with the Company, January 29, 2013
**4.(a).2		License from the Israeli Ministry of Communications issued April 8, 1998, as amended by the amendments filed with the SEC as exhibits to our annual reports on Form 20-F for each of the years ended December 31, 2000, through December 31, ~~2010~~2015 (the “Amended License”).
**4.(a).4		License Agreement for use of the Orange Brand in Israel dated September 14, 1998
#+>4.(a).4.1		Restated Amendment, dated as of January 31, 2012,to the Brand License Agreement dated 14 September 1998
#4.(a).4.2		Settlement Agreement with Orange dated June 26, 2015
**4.(a).5		Brand Support/Technology Transfer Agreement dated July 18, 1999
**4.(a).6		Agreement with Ericsson Radio Systems AB dated May 28, 1998
#++4.(a).7		Agreement with LM Ericsson Israel Ltd. dated November 25, 2002
**4.(a).9		Lease Agreement with Mivnei Taasia dated July 2, 1998
^^^4.(a).13		Asset Purchase Agreement with Med-1 dated as of January 22, 2006
4.(a).14-57		[reserved]
>4.(a).58		Special License from the Israeli Ministry of Communications for the Provision of Fixed-Line Domestic Transmission and Data Communications Services issued August 14, 2006.
>4.(a).59		Amendment No. 1 to Special License for the Provision of Fixed-Line Domestic Transmission and Data Communications Services issued September 10, 2006.
>4.(a).60		Exclusive General License from the Israeli Ministry of Communication for the Provision of Domestic Fixed-Line Telecommunications Services issued January, 15 2007 as amended by the amendments filed with the SEC as exhibits to our annual reports on Form 20-F for each of the years ended December 31, 2006, through December 31, 2009 (the “Amended Domestic Fixed-Line License”).
#+++4.(a).65		Purchase Agreement with Nortel Networks Israel (Sales and Marketing) Ltd. dated November 12, 2003.
#>>4.(a).67		Swap Agreement with LM Ericsson Israel Ltd. dated December 20, 2007
#4.(a).68		[reserved]
#>>>>4.(a).69		Facility Agreement dated November 24, 2009
#4.(a).70		[reserved]
#4.(a).71		[reserved]
>>>>>4.(a) 72		012 Smile Share Purchase Agreement
>>>>>4.(a) 73		English translation of the original Hebrew language 012 Smile Credit Facility, dated January 31, 2010
4.(a).74-84		[reserved]
4.(a).85+>>>		[reserved]
4.(a).86+>>>		[reserved]
4.(a).87+>>>		[reserved]
4.(a).88+>>>		[reserved]
4.(a).89+>>>		[reserved]
4. 4.(a)~~.90~~ .90+>>>>		[reserved]
4. 4.(a)~~.91~~ .91+>>>>		[reserved]
4. 4.(a)~~.92~~ .92+>>>>		[reserved]
4. 4.(a)~~.93~~ .93+>>>>		[reserved]
4. 4.(a)~~.94~~ .94+>>>>		[reserved]
4. 4.(a)~~.95~~ .95+>>>>		[reserved]
4. 4.(a)~~.96~~ .96+>>>>		[reserved]
4. 4.(a)~~.97~~.97+>>>>	~~Amendment No. 69 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 70 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 71 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 72 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 73 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 74 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 75 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 76 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 77 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 78 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 79 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 80 to our License from the Israeli Ministry of Communications~~ ~~Amendment No. 81 to our License from the Israeli Ministry of Communications~~	[reserved]
#>>>>4.(b).1		Addendum to Lease Agreements from November 1, 2002 and Lease Agreements in Beit Ofek
>>>>4.(b).2		Registration Rights Agreement with Scailex
4.(b).3+>>>		Registration Rights Agreement with S.B. Israel Telecom Ltd.

~~161~~160

+>>6.		See Note 2x to the consolidated financial statements for information explaining how earnings (loss) per share information was calculated.
8.		List of Subsidiaries (see “Item ‎4C – Organizational Structure”).
10.1		Consent of Kesselman & Kesselman
10.2		Consent of Giza Singer Even Ltd.
12.(a).1		Certification by CEO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
12.(a).2		Certification by CFO pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
13.(a).1		Certification of CEO and CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
15.(a).1		Amended and Restated 2004 Equity Incentive Plan as approved by the Board of Directors on ~~June 18, 2014~~March 13, 2016
15.(b).1+>>>		Compensation Policy adopted on October 17, 2013 (incorporated by reference to Exhibit C from the ~~Company's~~Company’s Current Report on Form 6-K (file No. 001-14968) filed on September 12, 2013)


**		Incorporated by reference to our registration statement on Form F-1 (No. 333-10992).
++		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2002.
+++		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2003.
^		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2004.
^^		Incorporated by reference to our registration statement on Form F-6 (No. 333-132680).
^^^		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2005.
^^^^		Incorporated by reference to our registration statement on Form F-6 (No. 333-177621).
>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2006.
>>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2007.
>>>>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2009.
>>>>>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2010.
+>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2011.
+>> ~~+>>>~~		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2012.
+>>>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2013.
+>>>>		Incorporated by reference to our annual report on Form 20-F for the fiscal year ended December 31, 2014.
#		Confidential treatment requested.

Confidential material has been redacted and has been separately filed with the Securities and Exchange

~~162~~161

SIGNATURES

The Company hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and authorized the undersigned to sign this annual report on its behalf.


	Partner Communications Company Ltd.

	By: /s/ ~~Haim Romano~~Isaac Benbenisti

	Chief Executive Officer

	March ~~11, 2015~~14, 2016

	By: /s/ Ziv Leitman

	Chief Financial Officer

	March ~~11, 2015~~14, 2016

~~163~~162

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

~~2014~~2015 ANNUAL REPORT

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

~~2014~~2015 ANNUAL REPORT

TABLE OF CONTENTS

	Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	F - 3
CONSOLIDATED FINANCIAL STATEMENTS:
Statements of Financial Position as of December 31, ~~2013~~2014 and ~~2014~~2015	F - ~~4 -~~4- F - 5
Statements of Income for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015	F - 6
Statements of Comprehensive Income for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015	F - 7
Statements of Changes in Equity for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015	F - 8
Statements of Cash Flows for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015	F - ~~9 -~~9- F - 10
Notes to financial statements	F - 11 - F - 7984

The amounts are stated in New Israeli Shekels (NIS) in millions.

F - 2

REPORT OF ~~INDEPENDENT~~ INDEPEND ENT REGISTERD PUBLIC ACCOUNTING FIRM

To the shareholders of

PARTNER COMMUNICATIONS COMPANY LTD.

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of income, of comprehensive income, of changes in equity and of cash flows present fairly, in all material respects, the financial position of Partner Communications Company Ltd and its subsidiaries at December 31, ~~2014~~2015 and ~~2013~~2014 and the results of their operations and their cash flows for each of the three years in the period ended December 31, ~~2014~~2015 in conformity with International Financial Reporting Standards ("IFRS") as issued by the International Accounting Standards Board ("IASB"). Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2014,~~2015, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management and Board of Directors are responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting Appearing under item 15(b). Our responsibility is to express opinions on these financial statements and on the Company's internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management and Board of Directors and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Tel-Aviv, Israel

March ~~10, 2015~~ 13, 2016

/s/ Kesselman & Kesselman

Certified Public Accountants (Isr.)

A member firm of PriceWaterhouseCoopers International Limited

F - 3

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

CONSOLIDATED ~~STATEMENTS~~STATEMENTS OF FINANCIAL POSITION

		New Israeli Shekels				Convenience translation into U.S. dollars (note 2b3)			New Israeli Shekels				Convenience translation into U.S. dollars (note 2b3)
		December 31,							December 31,
		2013		2014		2014			2014		2015		2015
	Note	In millions						Note	In millions
CURRENT ASSETS
Cash and cash equivalents			481		663		170			663		926		237
Trade receivables	7		1,051		948		244	7		948		1,057		271
Other receivables and prepaid expenses			45		34		9			34		47		12
Deferred expenses – right of use	11		28		34		9	12		34		33		9
Inventories	8		93		138		35	8		138		120		31
Income tax receivable			3		*		*			*		2		1
Derivative financial instruments	6		2		*		*
			1,703		1,817		467			1,817		2,185		561

NON CURRENT ASSETS
Trade receivables	7		289		418		107	7		418		492		126
Deferred expenses – right of use	11		118		97		25	12		97		20		4
Property and equipment	9		1,791		1,661		427	10		1,661		1,414		363
Licenses and other intangible assets	10		1,167		1,079		277	11		1,079		956		245
Goodwill	12		407		407		105	13		407		407		104
Deferred income tax asset	23		12		14		4	25		14		49		12
Prepaid expenses					3		1
Prepaid expenses and other										3		3		1
			3,784		3,679		946			3,679		3,341		855

TOTAL ASSETS			5,487		5,496		1,413			5,496		5,526		1,416

* Representing an amount of less than 1 million.

The financial statements were authorized for issue by the board of directors on March ~~10, 2015.~~13, 2016.


~~Haim Romano~~Isaac Benbenishti	Ziv Leitman	Barry Ben-Zeev (Woolfson)
Chief Executive Officer	Chief Financial Officer	Director

F - 4

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

CONSOLIDATED STATEMENTS OF FINANCIAL POSITION

		New Israeli Shekels						Convenience translation into U.S. dollars (note 2b3)					New Israeli Shekels						Convenience translation into U.S. dollars (note 2b3)
		December 31,											December 31,
		2013			2014			2014					2014			2015			2015
	Note	In millions										Note	In millions
CURRENT LIABILITIES
Current maturities of notes payable and bank borrowings	6,14		334			309			79
Current maturities of notes payable and borrowings												6,15		309			554			142
Trade payables			761			804			206					804			715			183
Payables in respect of employees			98			95			24					95			77			20
Other payables (mainly institutions)			45			43			11					43			45			12
Income tax payable			31			38			10					38			52			13
Deferred revenues			37			35			9
Deferred income with respect to settlement agreement with Orange												18					217			56
Other deferred revenues														35			28			7
Provisions	13		67			58			15			14		58			77			19
Derivative financial instruments	6		1			3			1			6		3			*			*
			1,374			1,385			355					1,385			1,765			452

NON CURRENT LIABILITIES
Notes payable	6,14		2,038			1,733			446			6,15		1,733			1,190			305
Bank borrowings	6,14		1,109			1,233			317
Borrowings from banks and others												6,15		1,233			1,357			348
Liability for employee rights upon retirement, net	15		45			51			13			16		51			34			9
Dismantling and restoring sites obligation	13		31			35			9			14		35			36			8
Deferred income with respect to settlement agreement with Orange												18					108			28
Other non-current liabilities			16			16			4					16			16			4
Deferred income tax liability	23		*			4			1			25		4
			3,239			3,072			790					3,072			2,741			702

TOTAL LIABILITIES			4,613			4,457			1,145					4,457			4,506			1,154

EQUITY	19											21
Share capital - ordinary shares of NIS 0.01 par value: authorized - December 31, 2013 and 2014 - 235,000,000 shares; issued and outstanding -			2			2			1
December 31, 2013 – **155,687,002 shares
December 31, 2014 – **156,072,945 shares
Share capital – ordinary shares of NIS 0.01 par value: authorized – December 31, 2014 and 2015 – 235,000,000 shares; issued and outstanding -											Share capital – ordinary shares of NIS 0.01 par value: authorized – December 31, 2014 and 2015 – 235,000,000 shares; issued and outstanding -			2			2			1
December 31, 2014 – **156,072,945 shares											December 31, 2014 – **156,072,945 shares
December 31, 2015 – **156,087,456 shares											December 31, 2015 – **156,087,456 shares
Capital surplus			1,100			1,102			283					1,102			1,102			282
Accumulated retained earnings			123			286			74					286			267			69
Treasury shares, at cost - December 31, 2013 and 2014 - 4,467,990 shares			(351	)		(351	)		(90	)
Treasury shares, at cost – December 31, 2014 – *4,467,990 shares December 31, 2015 – *4,461,975 shares											Treasury shares, at cost – December 31, 2014 – *4,467,990 shares December 31, 2015 – *4,461,975 shares			(351	)		(351	)		(90	)
TOTAL EQUITY			874			1,039			268					1,039			1,020			262
TOTAL LIABILITIES AND EQUITY			5,487			5,496			1,413					5,496			5,526			1,416

*	Representing an amount of less than 1 million.

**	Net of treasury shares.

***	Including shares held by trustee under the Company's Equity Incentive Plan, see note 21(a), such shares will become outstanding upon completion of vesting conditions, see note 21(b)

The accompanying notes are an integral part of the financial statements.

F - 5

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli ~~Corporation)~~Corporation)

CONSOLIDATED STATEMENTS OF INCOME

								Convenience										Convenience
								translation										translation
								into U.S. dollars										into U.S. dollars
		New Israeli Shekels						(note 2b3)			New Israeli Shekels							(note 2b3)
		Year ended December 31									Year ended December 31
		2012		2013		2014		2014			2013		2014		2015			2015
	Note	In millions (except earnings per share)								Note	In millions (except earnings per share)
Revenues, net	5		5,572		4,519		4,400		1,131	5		4,519		4,400		4,111			1,054
Cost of revenues	5, 20		4,031		3,510		3,419		879	5, 22		3,510		3,419		3,472			890
Gross profit			1,541		1,009		981		252			1,009		981		639			164

Selling and marketing expenses	20		551		462		438		112	22		462		438		417			107
General and administrative expenses	20		236		217		193		50	22		217		193		223			57
Income with respect to settlement agreement with Orange										18						61			16
Other income, net	21		111		79		50		13	23		79		50		47			12
Operating profit			865		409		400		103			409		400		107			28
Finance income	22		21		29		3		1	24		29		3		13			3
Finance expenses	22		255		240		162		42	24		240		162		156			40
Finance costs, net	22		234		211		159		41	24		211		159		143			37
Profit before income tax			631		198		241		62
Profit (loss) before income tax												198		241		(36	)		(9	)
Income tax expenses	23		153		63		79		20	25		63		79		4			1
Profit for the year			478		135		162		42
Profit (loss) for the year												135		162		(40	)		(10	)

Earnings per share

Earnings (loss) per share
Basic	25		3.07		0.87		1.04		0.27	27		0.87		1.04		(0.26	)		(0.06	)
Diluted	25		3.07		0.86		1.04		0.27	27		0.86		1.04		(0.26	)		(0.06	)

The accompanying notes are an integral part of the financial statements.

F - 6

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

New Israeli Shekels

Convenience translation into U.S. dollars
(note 2b3)

Year ended December 31

2012

2013

2014

2014

Note

In millions

Profit for the year 478 135 162 42
Other comprehensive losses, items that will
not be reclassified to profit or loss

Remeasurements of post-employment benefit obligations 15 (17 ) (9 ) (9 ) (2 )
Income taxes relating to remeasurements of post-employment benefit obligations 23 4 2 2 *
Other comprehensive losses
for the year, net of income taxes
(13 ) (7 ) (7 ) (2 )

TOTAL COMPREHENSIVE INCOME FOR THE YEAR 465 128 155 40

		New Israeli Shekels									Convenience translation into U.S. dollars (note 2b3)
		Year ended December 31
		2013			2014			2015			2015
	Note	In millions
Profit (loss) for the year			135			162			(40	)		(10	)
Other comprehensive income (loss), items that will not be reclassified to profit or loss
Remeasurements of post-employment benefit obligations	16		(9	)		(9	)		5			1
Income taxes relating to remeasurements of post-employment benefit obligations	25		2			2			(1	)		*
Other comprehensive income (loss) for the year, net of income taxes			(7	)		(7	)		4			1

TOTAL COMPREHENSIVE INCOME (LOSS) FOR THE YEAR			128			155			(36	)		(9	)

* Representing an amount of less than 1 million.

The accompanying notes are an integral part of the financial statements.

F - 7

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

CONSOLIDATED ~~STATEMENTS~~STATEMENTS OF CHANGES IN EQUITY

		Share capital															Share capital
		Number of				Capital		Accumulated			Treasury						Number of				Capital		Accumulated			Treasury
		Shares**		Amount		surplus		earnings (deficit)			shares			Total			Shares**		Amount		surplus		earnings (deficit)			shares			Total
	Note			I n m i l l i o n s															In millions
New Israeli Shekels:
BALANCE AT JANUARY 1, 2012			155,645,708		2		1,100		(326	)		(351	)		425

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2012
Total comprehensive income for the year									465						465
Employee share-based compensation expenses									11						11
Dividend	19								(160	)					(160	)
BALANCE AT DECEMBER 31, 2012			155,645,708		2		1,100		(10	)		(351	)		741
BALANCE AT JANUARY 1, 2013																		155,645,708		2		1,100		(10	)		(351	)		741

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2013
Total comprehensive income for the year									128						128									128						128
Exercise of options granted to employees			41,294		*		*								*			41,294		*		*								*
Employee share-based compensation expenses									5						5									5						5
BALANCE AT DECEMBER 31, 2013			155,687,002		2		1,100		123			(351	)		874			155,687,002		2		1,100		123			(351	)		874

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2014
Total comprehensive income for the year									155						155									155						155
Exercise of options granted to employees			385,943		*		2								2			385,943		*		2								2
Employee share-based compensation expenses									8						8									8						8
BALANCE AT DECEMBER 31, 2014			156,072,945		2		1,102		286			(351	)		1,039			156,072,945		2		1,102		286			(351	)		1,039

CHANGES DURING THE YEAR ENDED DECEMBER 31, 2015
Total comprehensive loss for the year																								(36	)					(36	)
Exercise of options and restricted shares granted to employees																		14,511		*		*					*			*
Employee share-based compensation expenses																								17						17
BALANCE AT DECEMBER 31, 2015																		156,087,456		2		1,102		267			(351	)		1,020

Convenience translation into U.S. Dollars (note 2b3):
BALANCE AT JANUARY 1, 2014			155,687,002		1		282		32			(90	)		225
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2014
Total comprehensive income for the year									40						40
Exercise of options granted to employees			385,943		*		1								1
BALANCE AT JANUARY 1, 2015																		156,072,945		1		282		73			(90	)		266
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2015
Total comprehensive loss for the year																								(9	)					(9	)
Exercise of options and restricted shares granted to employees																		14,511		*		*					*			*
Employee share-based compensation expenses									2						2									5						5
BALANCE AT DECEMBER 31, 2014			156,072,945		1		283		74			(90	)		268
BALANCE AT DECEMBER 31, 2015																		156,087,456		1		282		69			(90	)		262

* Representing an amount of less than 1 million.

** Net of treasury shares.

The accompanying notes are an integral part of the financial statements.

F - 8

(Continued)–- 1

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

CONSOLIDATED STATEMENTS OF CASH FLOWS

		New Israeli Shekels									Convenience translation into U.S. dollars (note 2b3)				New Israeli Shekels									Convenience translation into U.S. dollars (note 2b3)
		Year ended December 31													Year ended December 31
		2012			2013			2014			2014				2013			2014			2015			2015
	Note	In millions												Note	In millions
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations (Appendix)			1,858			1,548			1,017			261				1,548			1,017			955			244
Income tax paid	23		(153	)		(9	)		(66	)		(17	)	25		(9	)		(66	)		(33	)		(8	)
Net cash provided by operating activities			1,705			1,539			951			244				1,539			951			922			236

CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of property and equipment	9		(367	)		(326	)		(287	)		(74	)	10		(326	)		(287	)		(216	)		(55	)
Acquisition of intangible assets	10		(133	)		(156	)		(145	)		(37	)	11		(156	)		(145	)		(143	)		(37	)
Interest received	22		9			8			4			1		24		8			4			3			1
Proceeds from sale of property and equipment	21		2			1			1			*		23		1			1			1			*
Investment in PHI														9								(1	)		*
Proceeds from (repayment of) derivative financial instruments, net	6		18			(25	)		(4	)		(1	)	6		(25	)		(4	)		*			*
Net cash used in investing activities			(471	)		(498	)		(431	)		(111	)			(498	)		(431	)		(356	)		(91	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from exercise of stock options granted to employees	19					*			2			1		21		*			2			*			*
Dividend paid	19		(167	)
Repayment of finance lease			(2	)		(1	)									(1	)
Interest paid	22		(200	)		(181	)		(131	)		(34	)	23		(181	)		(131	)		(137	)		(35	)
Non-current bank borrowings received	6,14								200			51
Repayment of non-current bank borrowings	6,14		(455	)		(617	)		(100	)		(26	)
Non-current borrowings received														6,15					200			675			173
Repayment of non-current borrowings														6,15		(617	)		(100	)		(533	)		(137	)
Repayment of notes payable	6,14		(394	)		(309	)		(309	)		(79	)	6,15		(309	)		(309	)		(308	)		(79	)
Net cash used in financing activities			(1,218	)		(1,108	)		(338	)		(87	)			(1,108	)		(338	)		(303	)		(78	)

INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			16			(67	)		182			46				(67	)		182			263			67

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR			532			548			481			124				548			481			663			170

CASH AND CASH EQUIVALENTS AT END OF YEAR			548			481			663			170				481			663			926			237

* Representing an amount of less than 1 million.

The accompanying notes are an integral part of the financial statements.

F - 9

(Concluded) - 2

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

Appendix – Cash generated from operations and supplementary information

		New Israeli Shekels									Convenience translation into U.S. dollars (note 2b3)					New Israeli Shekels									Convenience translation into U.S. dollars (note 2b3)
		Year ended December 31,														Year ended December 31,
		2012			2013			2014			2014					2013			2014			2015			2015
	Note	In millions												Note		In millions

Cash generated from operations:
Profit for the year			478			135			162			42
Profit (loss) for the year																	135			162			(40	)		(10	)

Adjustments for:
Depreciation and amortization	9, 10		700			669			652			168
Amortization of deferred expenses- Right of use	11		26			31			37			10
Employee share based compensation expenses	19		11			5			8			2
Depreciation and amortization (including impairment)															10, 11, 13		669			652			641			165
Amortization (including impairment) of deferred expenses - Right of use															12, 13		31			37			112			28
Amortization of employee share based compensation															21		5			8			17			4
Liability for employee rights upon retirement, net	15		(12	)		(14	)		(3	)		(1	)		16		(14	)		(3	)		(12	)		(3	)
Finance costs, net	22		38			49			4			1			24		49			4			(8	)		(2	)
Change in fair value of derivative financial instruments	6		15			12			7			2			6		12			7			(2	)		(1	)
Interest paid	22		200			181			131			34			24		181			131			137			35
Interest received	22		(9	)		(8	)		(4	)		(1	)		24		(8	)		(4	)		(3	)		(1	)
Deferred income taxes	23		(10	)		17			4			1			25		17			4			(40	)		(10	)
Income tax paid	23		153			9			66			17			25		9			66			33			8
Capital loss (gain) from property and equipment	9		*			(1	)		(1	)		*
Capital gain from property and equipment															10		(1	)		(1	)		*			*
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable:
Trade	7		467			566			(26	)		(7	)		7		566			(26	)		(183	)		(47	)
Other			(5	)		2			8			2					2			8			(13	)		(3	)
Increase (decrease) in accounts payable and accruals:
Parent group - trade	24		(72	)
Trade			(107	)	��	(115	)		44			10					(115	)		44			(5	)		(2	)
Other payables			(44	)		(17	)		(4	)		(1	)				(17	)		(4	)		(12	)		(3	)
Provisions	13		(5	)		7			(9	)		(2	)		14		7			(9	)		19			5
Deferred revenues			(11	)		(3	)		(2	)		(1	)
Deferred income with respect to settlement agreement with Orange															18								325			83
Other deferred revenues																	(3	)		(2	)		(6	)		(1	)
Increase in deferred expenses - Right of use	11		(25	)		(17	)		(22	)		(6	)		12		(17	)		(22	)		(34	)		(9	)
Current income tax liability	23		5			35			10			3			25		35			10			11			3
Decrease (increase) in inventories	8		65			5			(45	)		(12	)		8		5			(45	)		18			5
Cash generated from operations:			1,858			1,548			1,017			261					1,548			1,017			955			244

* Representing an amount of less than 1 million.

Supplementary information

At December 31, ~~2012,~~ 2013, 2014 and ~~2014,~~2015, trade and other payables ~~include NIS 280 million,~~incl1ude NIS 223 million, ~~and~~ NIS 214 million and NIS 126 million ($5532 million), respectively, in respect of acquisition of intangible assets and property and equipment; payments in respect thereof are presented in cash flows from investing activities.

These balances are recognized in the cash flow statements upon payment.

The accompanying notes are an integral part of the financial statements.

F - 10

PARTNER ~~COMMUNICATIONS~~COM MUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL

~~Reporting entity~~

a. Reporting entity

Partner Communications Company Ltd. ("the Company", "Partner") is a leading Israeli provider of telecommunications services under the orange™ brand until February 15, 2016, and under the Partner brand thereafter, and under the 012 ~~Smile™~~Smile brand. The Company is incorporated and domiciled in Israel and its principal executive ~~offices'~~office’s address is 8 Amal Street, Afeq Industrial Park, Rosh-Ha'ayin 48103, Israel.

The Company's share capital consists of ordinary shares, which are traded on the Tel Aviv Stock Exchange Ltd. ("TASE") under the symbol "PTNR". American Depositary Shares ("ADSs"), each representing one of the Company’s ordinary shares, are quoted on the NASDAQ Global Select Market™, under the symbol "PTNR". See also note ~~19(a)~~21(a).

On January 29, 2013, S.B. Israel Telecom Ltd., an affiliate of Saban Capital Group Inc., became the Company's principal shareholder. ~~As of December 31, 2014 it held approximately 30.79% (calculated excluding treasury shares) of the Company's outstanding ordinary shares, after omitting treasury shares and restricted shares.~~ Until January 29, 2013, the ultimate parent company was Suny Electronics Ltd., which is the parent company of Scailex Corporation Ltd, which was the Company's parent since October 28, 2009 ("Scailex"), ~~"Parent group")~~see note 26 (a).

In November 2013, the Company and Hot Mobile Ltd ("Hot Mobile") entered into a network sharing agreement ("NSA") and a right of use ~~agreement, see~~agreement. Pursuant to the NSA, the parties created a 50-50 limited partnership - P.H.I. Networks (2015) Limited Partnership (Hereinafter "PHI"), which will operate and develop a radio access network to be shared by both parties, starting with a pooling of both parties' radio access network infrastructures to create a single shared pooled radio access network. PHI began its operations in July 2015. See note ~~1(d)~~9 and note 2(c)(2).

In September 2014, the Company recognized the ~~new~~ general labor organization - the Histadrut New General Labor Organization, as the representative labor union of the Company's employees. See note 22(d).

~~In July 2014,~~The Company announced that it had given notice to Orange Brand Services Ltd ("Orange") of its decision to settle the ~~Company commercially launched 4G cellular services for the first time in Israel. See also~~Orange brand license agreement, see note ~~26 in respect of the additional frequency that the Company was awarded in January 2015.~~

18.

These consolidated financial statements of the Company as of December 31, ~~2014,~~2015, are comprised of the Company and its subsidiaries and partnerships (the "Group"). See the list of subsidiaries and partnerships and principles of consolidation in note 2(c).(1), see also 2(c)(2) with respect to investment in PHI.

~~Operating segments~~

b. Operating segments

The operating segments were determined based on the reports reviewed by the Chief Executive Officer (CEO) who is responsible for allocating resources and assessing performance of the operating segments, and therefore is the Chief Operating Decision Maker ("CODM"), and supported by budget and business plans structure, different regulations and licenses (see ~~(e)~~(d) below), as well as managerial responsibilities. The CEO considers the business from two operating segments, as follows (see also note 5):

~~(1)~~

(1) Cellular segment

The cellular segment includes cellular communication services such as airtime calls, international calls, messaging, browsing, content services, roaming services, and from other operators' usage of the Company's cellular network. Most of ~~our~~ post-paid cellular tariff plans for private customers are bundles ~~including~~which include unlimited amounts of calls minutes and messaging, as well as ~~limited browsing.~~browsing packages. Content services include voice mail, multimedia messaging and streaming broadcast content, as well as downloadable wireless data applications, including ~~ring tones,~~ringtones, GPS services, music, games, and other informational content.

F - 11

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL (continued)

b. Operating segments (continued)

Roaming services include calls, messaging and browsing services on networks with which the Company has a commercial roaming relationship. Other optional services, such as equipment extended warranty plans are also provided for monthly fees and are either sold separately or included in rate plan packages and bundles.

~~F - 11~~

~~PARTNER COMMUNICATIONS COMPANY LTD.~~

~~(An Israeli Corporation)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 1 - GENERAL~~ ~~(continued)~~

~~Operating segments~~ ~~(continued)~~

~~(2)~~

(2) Fixed-line segment

The fixed-line segment includes: (1) Internet services ~~("ISP")~~ under which the Group provides access to the internet (both network infrastructure services using Bezeq’s network as described in (c)(1) below, and access services ("ISP")) as well as home WiFi networks, including Value Added Services ("VAS") such as anti-virus and anti-spam filtering; and fixed-line voice communication services provided through Voice Over Broadband ("VOB"), SIP voice trunks and Network Termination Point Services ("NTP") – under which the Group supply, install operate and maintain all types of endpoint network equipment and solutions, including providing and installing equipment and cabling, within a subscriber's place of business or premises. (2) Transmission services, ~~and~~ Primary Rate Interface ("PRI"); (3) International Long Distance call services ("ILD"): outgoing and incoming international telephony, hubbing, roaming and signaling and calling card services.

The cellular segment and the fixed-line segment also include sales of telecommunications, ~~and~~ audio visual ~~equipment:~~and related devices: mainly cellular handsets, tablets (handheld computers), laptops, landline phones, modems, datacards, domestic routers, servers, smartboxes and related ~~equipment. In 2014, the Company also began selling~~equipment, and a variety of digital audio visual equipment including televisions, digital camera, games consoles and related equipment.

Each segment is divided into services and equipment sales revenues, and the related cost of revenues. The operating segments include the following measures: revenues, cost of revenues, operating profit (loss), and Earnings Before Interest expenses (finance costs, net), Tax, Depreciation, Amortization (including amortization of intangible assets, deferred expenses-right of use, and amortization of share based ~~compensation expenses)~~compensation) and impairment charges ("Adjusted EBITDA" see note 5 (2)). The CODM does not examine assets or liabilities for those segments separately for allocating resources and assessing performance of the operating segments therefore they are not presented in note 5 segment information.

c. Main recent regulatory developments

(1)

In November 2014, the Ministry of Communications published a decision of the Minister of Communications regarding regulation of the wholesale market for broadband fixed-line telecommunications services - defining a format for the supply of wholesale services and setting a tariff for the supply of these services. Within this framework, the Minister decided to amend the licenses of the infrastructure owners – Bezeq The Israeli Telecommunication Corp. Ltd. (“Bezeq”) and HOT Telecom Ltd. (“Hot”) - and to prescribe the service portfolio - managed broadband access and wholesale telephony service. The regulations attached to the Minister’s decision prescribe the obligation to supply the wholesale services, including ancillary services, as well as maximum tariffs (requiring the approval of the Minister of Finance) for the said wholesale services.

In February 2015 a regulation came into effect according to which each of the infrastructure owners - Bezeq and Hot are required to allow use of their broadband fixed-line infrastructure by telecommunication providers that do not have a broadband fixed-line infrastructure. This regulation ~~will allow~~allows telecommunication providers that do not have a broadband fixed-line infrastructure, including the Company and its subsidiaries, to offer internet access in one transaction (without requiring the subscriber to engage with both an internet access provider and an infrastructure provider).

As a result, the Group commenced selling offers including both network infrastructure services using Bezeq’s network and internet access service. Regulations about the above with respect to Hot are not completed yet.

~~(2) See information in respect of royalty payments in note 16(1)~~

(2)

See information in respect of frequency fees in note 17(1).

~~(3) See information in respect of corporate tax rates in note 23.~~

(3)

See information in respect of corporate tax rates in note 25.

~~(4) See information in respect of 4G frequency awarded – subsequent event in note 26.~~

(4)

See information in respect of 4G frequency awarded in note 1(d).

F - 12

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - GENERAL (continued)

~~Network sharing agreement and right of use~~

On November 8, 2013 the Company and Hot Mobile Ltd ("Hot Mobile") have entered into a 15-year network sharing agreement (“NSA”), which was approved by the Antitrust Commissioner as described below, and remains subject to approval by the Ministry of Communications. Pursuant to the NSA, the parties created a 50-50 joint venture ("JV") in the form of a limited partnership - P.H.I. Networks (2015) Limited Partnership, which will operate and develop a radio access network to be shared by both parties, starting with a pooling of both parties' radio access network infrastructures to create a single shared pooled radio access network (the "Shared Network"). The parties have also established a 50-50 company limited by shares under the name Net 4 P.H.I Ltd., to be the general partner of the limited partnership.

d. Group licenses

According to the NSA, Hot Mobile will pay the Company a onetime amount ("Lump Sum"), by the beginning of year 2017 unless one of the parties exercises an option granted to it under the NSA, pursuant to which a portion of the Lump Sum will be paid earlier) (the "~~Option~~"). Following the earlier of January 1, 2017 or the date of payment of such a portion of the Lump Sum upon exercise of the Option, each party will bear half of the capital expenditures relating to the Shared Network. The bearing of the operating costs of the Shared Network will be according to a pre-determined mechanism, according to which one half of the operating costs will be shared equally by the parties, and one half will be divided according to the relative volume of traffic of each party in the Shared Network ("Capex-Opex Mechanism").

In May 2014, the Antitrust Commissioner (the "Commissioner") resolved to approved the NSA, subject to conditions, the main of which are as follows: (a) Prohibition on exchange of information that is not required for the activities of the JV; (b) Limitations with respect to the serving as an officer or employee in either of the companies concurrent with serving as an officer or employee in the JV and certain cooling off periods were set in case of transition of officers and employees from the JV to the companies. However, this should not prevent the JV from employing employees or officers, that are currently serving as employees or officers in the companies; (c) Rules regarding the administration and documentation of the meetings of the JV organs were set; (d) Either of the companies shall be allowed, at any time and at its sole discretion, to engage in an agreement with a third party for the provision of cellular telecommunications services that involves use of the core network of that company. All of the rights and obligations deriving from such service agreement shall apply solely to that company and the JV shall not be a party to such service agreement and will not be entitled to payments payable pursuant to it; (e) After a period of seven years from the date of the Commissioner approval or after a period of six years from the issue date of all the approvals of the Ministry of Communications, whichever is earlier, the Commissioner shall be allowed to notify the companies of the cancellation of his resolution, if he has concluded that the establishment of the JV, its existence or operations are liable to be substantively detrimental to the competition. If such a cancellation notice is issued, a graduated layout of dismantling the JV activity was set in the Commissioner resolution, as follows: (1) at the end of two years after the issuance of the cancellation notice, the JV shall cease all activity apart from the management, maintenance and operation of the passive network; (2) at the end of five years after the issuance of the cancellation notice, the companies shall dismantle the JV and shall separate their assets fully and entirely.

~~F - 13~~

~~PARTNER COMMUNICATIONS COMPANY LTD.~~

~~(An Israeli Corporation)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 1 - GENERAL~~ ~~(continued)~~

~~Network sharing agreement and right of use~~ ~~(continued)~~

The Company and Hot Mobile entered into a separate Right Of Use agreement which is valid until January 4, 2017 ("ROU"), under which the Company will provide services to Hot Mobile, in the form of rights of use to its cellular network. According to the ROU, Hot Mobile will pay the Company fixed base payments with additional variable payments based, among other things, on traffic volume exceeding a defined threshold.

In the event that any of the parties exercises the Option referred to in the NSA, and Hot Mobile pays the relevant portion of the Lump Sum earlier than January 1, 2017, the Capex-Opex Mechanism will become effective and Hot Mobile shall cease paying the payments payable under the ROU with respect to the period that follows the occurrence of the foregoing.

~~Group licenses~~

The Group operates under the following licenses that were received from the Israeli Ministry of Communications ("~~MOC"~~MOC") and from the Israeli Civil Administration ("~~CA"~~CA"):

	Type of services	Area of service	License owner	Granted by	Valid through	Guarantees made
(1)	Cellular	Israel	Partner Communications Company Ltd.	MOC	Feb, 1, 2022	~~USD 10 million +~~ NIS 1090 million
(2)	Cellular	West Bank	Partner Communications Company Ltd.	CA	Feb, 1, 2022	USD 0.5 million
(3)	ISP	Israel	Partner Communications Company Ltd.	MOC	Mar, ~~30,~~ 2018
(4)	ISP	West Bank	Partner Communications Company Ltd.	CA	Mar, ~~30,~~ 2018
(5)	ISP	Israel	012 Smile Telecom Ltd.	MOC	~~Mar 31, 2015~~Jun, 2020
(6)	ISP	West Bank	012 Smile Telecom Ltd.	CA	Feb, ~~21,~~ 2016 (*)
(7)	ILD	Israel	012 Smile Telecom Ltd.	MOC	Nov, ~~15,~~ 2029	NIS 10.8 million
(8)	ILD	West Bank	012 Smile Telecom Ltd.	CA	Feb, ~~21,~~ 2018	NIS 0.6 million
(9)	~~VOB and PRI~~Fixed	Israel	012 Telecom Ltd.	MOC	Dec, ~~21,~~ 2025	NIS 12 million
(10)	~~VOB and PRI~~Fixed	West Bank	012 Telecom Ltd.	CA	Feb, ~~21,~~ 2018
(11)	~~VOB and PRI~~Fixed	Israel	Partner Land-line Communication Solutions - Limited Partnership	MOC	Jan, ~~15,~~ 2027	NIS 11.8 million
(12)	~~VOB and PRI~~Fixed	West Bank	Partner Land-line Communication Solutions - Limited Partnership	CA	Mar, ~~22,~~ 2019
(13)	NTP	Israel	Partner Land-line Communication Solutions - Limited Partnership	MOC	Feb, ~~28,~~ 2017
(14)	NTP	Israel	012 Smile Telecom Ltd.	MOC	~~Mar 31, 2015~~Dec, 2020

~~F - 14~~

~~PARTNER COMMUNICATIONS COMPANY LTD.~~

~~(An Israeli Corporation)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS~~

~~NOTE 1 - GENERAL~~ ~~(continued)~~

~~Group licenses~~ ~~(continued)~~

With respect to license (1), the Company is entitled to request an extension of the license for an additional period of six years and then renewal for one or more additional 6 year periods, at the discretion of the MOC. Should the license not be renewed, the new license-holder is obliged to purchase the communications network and all the rights and obligations of the subscribers for a fair price, as agreed between the parties or as determined by an arbitrator.

Other licenses may be extended for various periods, at the discretion of the MOC or CA, respectively.

The Group believes that it will be able to receive extensions to the licenses upon request.

See also note ~~16 (7)~~17(6) as to additional guarantees made to third parties.

On January 13, 2015 the Company was awarded an additional frequency bandwidth of 5MHz in the 1800MHz spectrum, for a consideration of NIS 33.5 million, as part of the 4G frequencies tender of the MOC.

(*)

012 Smile Telecom Ltd. wasgranted a special license to provide ISP services to the Israeli populated areas in the West Bank which was valid until February 2016 and is expected to be replaced with a new license. Until the new license is granted, 012 Smile Telecom Ltd have been permitted by the Civilian Administration in the West Bank to continue providing the services.

F - 13

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES

Basis of preparation of the financial statements

(1)

Basis of preparation

The consolidated financial statements of the Company ("the financial statements") have been prepared in accordance with International Financial Reporting Standards (IFRSs), as issued by the International Accounting Standards Board (IASB).

The principal accounting policies set out below have been consistently applied to all periods presented unless otherwise stated.

(2) Use of estimates and judgments

The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates, and requires management to exercise its judgment in the process of applying the Group's accounting policies. Areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 4.

F - 1514

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Foreign currency translations

(1) Functional and presentation currency

The consolidated financial statements are measured and presented in New Israeli Shekels ("NIS"), which is the Group's functional and presentation currency as it is the currency of the primary economic environment in which the Group operates. The amounts presented in NIS millions are rounded to the nearest NIS million.

(2) Transactions and balances

Foreign currency transactions are translated into NIS using the exchange rates prevailing at the dates of the transactions or valuation where items are re-measured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement in finance costs, net.

(3) Convenience translation into U.S. Dollars (USD or $ or dollar)

The NIS figures at December 31, ~~2014~~2015 and for the period then ended have been translated into dollars using the representative exchange rate of the dollar at December 31, ~~2014~~2015 (USD 1 = NIS ~~3.889)~~3.902). The translation was made solely for convenience, is supplementary information, and is distinguished from the financial statements. The translated dollar figures should not be construed as a representation that the Israeli currency amounts actually represent, or could be converted into, dollars.

~~Principles of consolidation~~Interests in other entities

(1) Subsidiaries

The consolidated financial statements include the accounts of the Company and entities controlled by the Company. Control exists when the Company has the power over the investee; has exposure, or rights, to variable returns from involvement in the investee; and has the ability to use its power over the investee to affect its returns. Subsidiaries and partnerships are fully consolidated from the date on which control is transferred to the Company.

Inter-company transactions, balances, income and expenses on transactions between Group companies are eliminated in preparing the consolidated financial statements.

List of wholly owned Subsidiaries and ~~partnerships (see also note 1(d)):~~partnerships:

012 Smile Telecom Ltd.

012 Telecom Ltd.

Partner Land-Line Communication Solutions - Limited Partnership

Partner Future Communications 2000 Ltd. ("PFC")

Partner Business Communications Solution - Limited Partnership – not active

Partner Net Ltd. – not active

012 Mobile GP Ltd. – not active

Golden Lines 012 Telecommunication Services 2001 Ltd. – not active

012 Mobile Limited Partnership – not active

~~012 Global, Inc.~~

F - 15

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

c. Interests in other entities (continued)

(2) Investment in PHI

In November 2013, the Company and Hot Mobile Ltd entered into a network sharing agreement ("NSA") and a right of use agreement. Pursuant to the NSA, the parties created a 50-50 limited partnership - P.H.I. Networks (2015) Limited Partnership ("PHI"), which will operate and develop a radio access network to be shared by both parties, starting with a pooling of both parties' radio access network infrastructures to create a single shared pooled radio access network. PHI began its operations in July 2015, managing the networks. See also note 9.

As described in note 4(b)(3) the Company does not control PHI nor does it have joint control over it, and the Company accounts for its investment in PHI according to the equity method as PHI is ~~a consolidated company~~considered an associate. An associate is an entity over which the ~~Company~~group has significant influence but not control. Investment in associate is accounted for using the equity method of accounting. Under the equity method, the investment is initially recognized at cost, and adjusted thereafter to recognize the investor’s share of the post-acquisition profits or losses of the investee in profit or loss, and the group’s share of movements in other comprehensive income of the investee in other comprehensive income.

Unrealized gains on transactions between the Group and the associate are eliminated to the extent of the Group’s interest in these entities. Unrealized losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

See also note 26(f) for information about transactions and balances with respect to the investment in PHI.

F - 16

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Inventories

Inventories of equipment: cellular handsets and fixed telephones, tablets, laptops, datacards, servers, spare parts, ISP modems, ~~and~~ related equipment, accessories and ~~accessories~~other inventories are stated at the lower of cost or net realizable value. Cost is determined on the "first-in, first-out" basis. The Group determines its allowance for inventory obsolescence and slow moving inventory based upon past experience, expected inventory turnover, inventory ageing and current and future expectations with respect to product offerings.

Property and equipment

Property and equipment are initially stated at cost.

Costs are included in the assets' carrying amounts or recognized as separate assets, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. All other repairs and maintenance that do not meet the above criteria are charged to the statement of income during the financial period in which they are incurred.

Costs include expenditures that are directly attributable to the acquisition of the asset. The cost of self-constructed assets includes the cost of materials and direct labor, any other costs directly attributable to bringing the asset to a working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.

Changes in the obligation to dismantle and remove assets on sites and to restore the sites, on which they are located, other than changes deriving from the passing of time, are added or deducted from the cost of the assets in the period in which they occur. The amount deducted from the cost of the asset shall not exceed the balance of the carrying amount on the date of change, and any balance is recognized immediately in profit or loss, See (m)(2) below.

Purchased software that is integral to the functionality of the related equipment is capitalized as part of that equipment.

Property and equipment is presented less accumulated depreciation, and accumulated impairment losses. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount (see (i) below).

F - 17

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Property and equipment (continued)

Depreciation is calculated using the straight-line method over the estimated useful ~~economic~~ lives of the assets, as follows:

		years
Communications network:
Physical layer and infrastructure		10 - 25 (mainly 15, 10)
Other Communication network		3 - 15 (mainly 5, 10, 15)

Computers, software and hardware for
information systems		3-10 (mainly 3-5)
Office furniture and equipment		7-15
Optic fibers and related assets		7-25 (mainly 20)
Property		25

Leasehold improvements are depreciated by the straight-line method over the term of the lease (including reasonably assured option periods), or the estimated useful ~~economic~~ life (5-10 years) of the improvements, whichever is shorter.

See note 13(2) with respect of impairment charges in 2015.

Licenses and other intangible assets

(1)

Licenses costs and amortization (see also note 1 ~~(e)~~(d)):

(a)

The licenses to operate cellular communication services were recognized at cost. Borrowing costs which served to finance the license fee - incurred until the commencement of utilization of the license - were capitalized to cost of the license.

(b)

Partner Land-line Communication solutions – limited partnership's license for providing fixed-line communication services is stated at cost.

(c)

012 Smile and its subsidiaries' licenses were recognized at fair value in a business combination as of the acquisition date of 012 Smile March 3, 2011.

The other licenses of the Group were received with no significant costs.

The licenses ~~costs~~ are amortized by the straight-line method over their ~~economic~~ useful lives (see note 1 ~~(e)~~(d)) excluding any ungranted possible future extensions that are not under the Group's control. The amortization expenses are included in the cost of revenues.

F - 18

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

~~f. Licenses and other intangible assets~~ ~~(continued)~~

~~(2)~~f.

~~Computer software:~~

~~Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire~~Licenses and ~~to bring to use the specified software.~~

~~Development costs, including employee costs, that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as~~other intangible assets when the capitalization criteria under IAS 38 are met. Other development expenditures that do not meet the capitalization criteria, such as software maintenance, are recognized as an expenses as incurred.

~~Computer software costs are amortized over their estimated useful lives (3 to 10 years) using the straight-line method, see also note 10.~~

(continued)

~~(3)~~ (2)

~~Customer relationships:~~

The Company has recognized as intangible assets customer relationships that were acquired in a business combination and recognized at fair value as of the acquisition date. Customer relationships are amortized to selling and marketing expenses over their estimated useful economic lives (5 to 10 years) based on the straight line method.

Computer software:

Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and to bring to use the specified software.

Development costs, including employee costs, that are directly attributable to the design and testing of identifiable and unique software products controlled by the Group are recognized as intangible assets when the capitalization criteria under IAS 38 are met. Other development expenditures that do not meet the capitalization criteria, such as software maintenance, are recognized as an expenses as incurred.

Computer software costs are amortized over their estimated useful lives (3 to 10 years) using the straight-line method, see also note 11.

(3)

Customer relationships:

(4)

~~Trade~~012 Smile trade name:

~~Trade name was acquired in a business combination. The trade name is amortized to selling and marketing expenses over its estimated useful economic life (12 years) based on the straight line method.~~

Trade name was acquired in a business combination. In 2015, the Group decided to cease the usage of the "012 Smile" trade name in 2017.As a result the Group revised its expected useful life to end in 2017 as a change in accounting estimate. As a result the amortization expenses of the 012 Smile trade name increased in 2015 by NIS 1 million, and are expected to increase in 2016 and 2017 by approximately NIS 16 million and NIS 6 million respectively, see note 4 (a) (3). See note 13(2) with respect of impairment charges to the 012 Smile trade name in 2015 in an amount of NIS 2 million.

F - 19

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

~~f. Licenses and other intangible assets~~ ~~(continued)~~

Licenses and other intangible assets (continued)

(5)

Subscriber Acquisition and Retention Costs (SARC):

Costs to acquire or retain postpaid mobile telecommunication subscribers, less the subscriber's payments towards the handset, ~~and costs to acquire ISP and VOB subscribers,~~ pursuant to a contract with a commitment period and early termination penalties, are capitalized to intangible assets, if (1) such assets are identifiable and controlled; (2) it is probable that future economic benefits will flow from the subscribers to the Group; and (3) such costs can be measured reliably. If costs do not meet the aforementioned criteria they are recognized immediately as expenses.

In the event that a subscriber churns off the network or the arrangement is cancelled within the period, any unamortized subscriber acquisition or retention costs are written off in the period in which the subscriber churns. The amortization expenses are included in the cost of revenues.

Right Of Use (ROU) ~~of international fiber optic cables~~

Right of use (ROU) of international fiber optic cables was acquired in a business combination, subsequent additions are recognized at cost. The ROU is presented as deferred expenses (current and non-current) and is amortized on a straight line basis over a period beginning each acquisition of additional ROU in ~~the~~this framework and until 2027 (including expected contractual extension periods). See also notes 1112 and ~~16(5)~~17(4).

See note 13(2) with respect of impairment charges to ROU in 2015 in an amount of NIS 76 million.

Other costs of right to use other assets in an immaterial amount is presented as deferred expenses and amortized on a straight line basis over the assets useful lives.

Goodwill

Goodwill acquired in a business combination represents the excess of the consideration transferred over the net fair value of the identifiable assets acquired, and identifiable liabilities and contingent liabilities assumed. The goodwill has an indefinite useful economic life and is not subject to amortization; rather is measured at cost less accumulated impairment losses. For the purpose of impairment testing, goodwill is allocated to a group of CGUs under the fixed line segment that is expected to benefit from the synergies of the combination. The group ~~of CGUs under the fixed line segment that are expected to benefit from the synergies of the combination. The Group~~ of CGUs represents the lowest level within the entity which the goodwill is monitored for internal management purposes.

F - 20

~~PARTNER COMMUNICATIONS COMPANY LTD.~~

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill (continued)

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. Any impairment loss would be recognized for the amount by which the carrying amount of goodwill exceeded its recoverable amount. The recoverable amount is the higher of value-in-use and the fair value less costs to sell. Value-in-use is determined by discounting expected future cash flows using a pre-tax discount rate. Any impairment is recognized immediately as an expense and is not subsequently reversed. See also note 1213(1) in respect of impairment tests.

Impairment of non-financial assets with finite useful economic lives

Assets that are subject to depreciation and amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If such indications exist an impairment loss is recognized for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or groups of assets. If this is the case, recoverable amount is determined for the cash-generating unit (CGU) to which the asset belongs. The recoverable amount is the higher of an asset's fair value less costs to sell and value-in-use. Value-in-use is determined by discounting expected future cash flows using a pre-tax discount rate.

An impairment loss recognized in prior periods for an asset (or CGU) other than goodwill shall be reversed if, and only if, there has been a change in the estimates used to determine the asset's (or CGU's) recoverable amount since the last impairment loss was recognized. If this is the case, the carrying amount of the asset (or CGU) shall be increased to its recoverable amount. The increased carrying amount of an asset (or CGU) other than goodwill attributable to a reversal of an impairment loss shall not exceed the carrying amount that would have been determined (net of amortization or depreciation) had no impairment loss been recognized for the asset (or CGU) in prior years. A reversal of an impairment loss is recognized immediately in the statement of income.

The Group recorded in 2015 impairment charges of intangible assets, deferred expenses – right of use, and fixed assets, see note 13 (2) and note 4 (a) (3)

The defined benefit obligation is calculated annually by independent actuaries using the projected unit credit method. According to IAS 19 employee benefits~~benefits,~~, the present value of the defined benefit obligation is determined by discounting the estimated future cash outflows using interest rates of deep market for high-quality corporate bonds. Since the transition to IFRS on January 1, 2008, there was a generally accepted common practice notion in Israel that there was no deep market for high-quality corporate bonds in Israel, therefore a discount rate was used based on Israeli Government bonds that are denominated in the currency in which the benefits will be paid (NIS) and that have terms to maturity approximating the terms of the related liability. On November 25, 2014 the Israeli Securities Authority published an economic research indicating changes in the economic environment in Israel stating that a deep market exists in Israel for high-quality corporate bonds denominated in NIS. As a result the Company used the discount rate of high-quality corporate bonds in demining the discount rate as of December 31, 2014. The impact of the change in discount rate was recorded in other comprehensive income as remeasurement of the present value of the obligation, net. The effect on previous periods was immaterial.

Remeasurement gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to equity in other comprehensive income in the period in which they arise. Interest costs in respect of the defined benefit plan are charged or credited to finance costs.

F - 23

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Employee benefits (continued)

(ii) Termination benefits

Termination benefits are payable when employment is terminated by the Group before the normal retirement date, or whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognizes termination benefits when it is demonstrably legally or constructively committed either: terminating the employment of current employees according to a detailed formal plan without possibility of withdrawal; or providing termination benefits as a result of an offer made to encourage voluntary redundancy.

(iii) Short term employee benefits

1. Vacation and recreation benefits

The employees are legally entitled to vacation and recreation benefits, both computed on an annual basis. This entitlement is based on the term of employment. This obligation is treated as a short term benefit under IAS 19. The Group charges a liability and expense due to vacation and recreation pay, based on the benefits that have been accumulated for each employee, on an undiscounted basis.

2. Profit-sharing and bonus plans

The Group recognizes a liability and an expense for bonuses based on consideration of individual performance and the Group's overall performance. The Group recognizes a provision where contractually obliged or where there is a past practice that has created a constructive obligation.

Share based payments

The Group operates an equity-settled share-based compensation plan, under which the Group receives services from employees as consideration for equity instruments of the Group. The fair value of the employee services received in exchange for the grant of the equity instruments is recognized as an expense. The total amount to be expensed is determined by reference to the fair value of the equity instruments granted, at the grant date. It is recognized over the vesting period, which is the period over which all the specified vesting conditions are to be satisfied. At the end of each reporting period, the Group revises its estimates of the number of equity instruments that are expected to vest based on the vesting conditions, and recognizes the impact of the revision of original estimates, if any, in the statement of income, with corresponding adjustment to accumulated deficit.

The proceeds received net of any directly attributable transactions costs are credited to share capital and capital surplus when the equity instruments are exercised.

F - 24

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Provisions

Provisions are recognized when the Group has a present legal or constructive obligation as a result of past events, it is probable that an outflow of resources will require settling the obligation, and the amount has been reliably estimated. See also note ~~13.~~14.

(1)

In the ordinary course of business, the Group is involved in a number of lawsuits and litigations. The costs that may result from these lawsuits are only accrued for when it is probable that a liability, resulting from past events, will be incurred and the amount of that liability can be quantified or estimated within a reasonable range. The amount of the provisions recorded is based on a case-by-case assessment of the risk level, and events arising during the course of legal proceedings that may require a reassessment of this risk, and where applicable discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The Group's assessment of risk is based both on the advice of legal counsel and on the Group's estimate of the probable settlements amount that are expected to be incurred, if any. See also note ~~18.~~20.

(2)

The Company is required to incur certain costs in respect of a liability to dismantle and remove assets and to restore sites on which the assets were located. The dismantling costs are calculated according to best estimate of future expected payments discounted at a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to the passage of time is recognized as finance costs (unwinding of discount).

(3)

Provisions for equipment warranties include obligations to customers in respect of equipment sold. Where there are a number of similar obligations, the likelihood that an outflow will be required in a settlement is determined by considering the class of obligations as a whole. A provision is recognized even if the likelihood of an outflow with respect to any item included in the same class of obligations may be small.

F - 25

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenues

The Group's revenues are measured at fair value of the consideration received or receivable for the sale of goods and services in the ordinary course of business. Revenue is presented net of Value-Added-Tax, returns, rebates and discounts, and intercompany revenues. The Group recognizes revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the Group and when specific criteria have been met for each of the Group's activities as described herein.

(1) Revenues from services:

Revenues from services (see note 1(b)) are recognized when the services are rendered, and all other revenue recognition criteria are met.

Revenues from pre-paid calling cards sold to customers are recognized upon the earlier of customer's usage of the cards, or expiration.

The Group records payments received in advance for services and services to be provided under contractual agreements, such as ~~internet broadband,~~transmission services, as deferred income until such related services are provided.

The Group determines whether it is acting as a principal or as an agent. The Group is acting as a principal if it has exposure to the significant risks and rewards associated with the rendering of services. Features that indicate that the Group is acting as a principal include: (a) the Group has the primary responsibility for providing the services to the customer or for fulfilling the order; (b) the Group has latitude in establishing prices, either directly or indirectly; and (c) the Group bears the customer's credit risk for the amount receivable from the customer. On the other hand, the Group is acting as an agent or an intermediary, if it does not have exposure to the significant risks and rewards associated with the rendering of services. One feature indicating that the Group is acting as an agent is that the amount the Group earns is predetermined, being either a fixed fee per transaction or a stated percentage of the amount billed to the customer. Based on the above considerations the Group determined that it is acting as an agent in respect of certain content services provided by third parties to customers, and therefore the revenues recognized from these services are presented on a net basis in the statement of income.

F - 26

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenues (continued)

(2) Revenues from sales of equipment:

Revenue from sale of equipment includes revenue from sale of handsets, routers, phones, tablets, laptops, modems, data cards, servers, smartboxes, ~~and~~audio-visual devices, related accessories, other devices and equipment. Revenue is recognized when the significant risks and reward of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, there is no continuing management involvement in regards to the goods, and the amount of revenue can be measured reliably.

Some sales of equipment with accompanying services constitute a revenue arrangement with multiple deliverables. Accordingly, consideration received is allocated to each deliverable based on the relative fair value of the individual element. The revenue from sales of equipment is recognized as equipment revenues upon the delivery of the equipment to the subscriber when all revenue recognition criteria are met.

The Company subsidizes, in some cases, the sale of the handset to end subscribers by selling it at a price below its cost to secure a fixed-term service contract for the purpose of acquiring new subscribers or retaining existing subscribers. The handset sale is then treated as a non-revenue-generating transaction and accordingly, no revenue is recognized from these types of handset sales. The subsidy, and direct selling expenses are capitalized as elements of subscriber acquisition and retention costs in accordance with accounting policy set out in note (f)(5) above. The subsidy represents the difference between the cost of the handset and the payment received from the subscriber for the handset.

(3) Revenues from non-current credit arrangements:

Revenues from non-current credit arrangements to customers in respect of sales of equipment are recognized on the basis of the present value of future cash flows, discounted at the prevailing rate for a similar instrument of an issuer with a similar credit rating. The difference between the original credit and its present value is recorded as other income over the credit period (see note 2123 – unwinding of trade receivables and note 7(a)).

F - 27

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

Leases in which a significant portion of the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from lessor) are charged to income statements on a straight-line basis over the lease term, including extending options which are reasonably certain.

Advertising expenses

Advertising expenses are charged to the statement of income as incurred. Advertising expenses for the years ended December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015 totaled ~~NIS 60 million,~~ NIS 53 million, ~~and~~ NIS 49 million and NIS 29 million, respectively.

Tax expenses

The tax expense for the period comprises current and deferred tax. Tax is recognized in the income statement except to the extent that it relates to items recognized in other comprehensive income or directly in equity. In this case, the tax is also recognized in other comprehensive income or directly in equity, respectively.

The current income tax charge is calculated on the basis of the tax laws enacted or substantially enacted as of the end of the reporting period. Management periodically evaluates positions taken with respect to situations in which applicable tax regulation is subject to interpretation. It establishes provisions where appropriate on the basis of amounts expected to be paid to the tax authorities.

Deferred income tax is recognized on temporary differences arising between that tax bases of assets and liabilities and their carrying amounts in the financial statements. However, deferred tax liabilities are not recognized if they arise from initial recognition of goodwill. Deferred income tax is determined using the tax rates (and laws) that have been enacted or substantially enacted by the end of the reporting period and are expected to apply when the related deferred income tax is realized or the deferred income tax liability is settled. Deferred income tax assets are recognized only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilized. Deferred income tax assets are presented as non-current, see also note ~~23.~~25.

Deferred income tax assets and liabilities are offset when there is a legally enforceable right to offset current tax assets against current tax liabilities and when the deferred income taxes assets and liabilities relate to income taxes levied by the same taxation authority on the same taxable entity where there is an intention to settle the balances on a net basis.

F - 28

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 2 – SIGNIFICANT ACCOUNTING POLICIES (continued)

Share capital

Ordinary shares are classified as equity.

Company's shares acquired by the Company (treasury shares) are presented as a reduction of equity, at the consideration paid, including any incremental attributable costs, net of tax. Treasury shares do not have a right to receive dividends or to vote. See also note ~~19(a)~~21(a)

Earnings Per Share (EPS)

Basic earnings per share is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year excluding ordinary shares purchased by the Company and held as treasury shares.

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume exercise of all dilutive potential ordinary shares. The instruments that are potential dilutive ordinary shares are equity instruments granted to employees. A calculation is done to determine the number of shares that could have been acquired at fair value (determined as the average annual market share price of the company's shares) based on the monetary value of the subscription rights attached to outstanding share options. The number of shares calculated as above is compared with the number of shares that would have been issued assuming the exercise of the share options (see note ~~25)~~27).

F - 29

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 3 – RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

~~(a) The following new standards, amendments to standards and interpretations are mandatory for the first time for the financial periods beginning January 1, 2014.~~

~~(1) In May 2013 the IASB issued amendments to IAS 36~~ ~~Impairment of Assets~~, on the recoverable amount disclosures for non-financial assets. This amendment removed certain disclosures of the recoverable amount of CGUs which had been included in IAS 36 by the issue of IFRS 13. The implementation of the amendment did not have a material effect on the financial statements.

~~(b)~~ The following relevant new standards, amendments to standards or interpretations have been issued, but are not effective for the financial periods beginning January 1, ~~2014,~~2015, and have not been early adopted:

(1) ~~In May 2014, the IASB issued~~ IFRS 15, Revenue from Contracts with Customers (IFRS 15). IFRS 15 outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes current revenue recognition guidance. IFRS 15 ~~implements~~is based on the principle that revenue is recognized when control of a ~~five-step process for~~good or service transfers to a customer ~~contract revenue recognition that focuses on transfer~~– so the notion of control ~~as opposed to transfer~~replaces the existing notion of ~~risk~~risks and rewards. The standard addresses a wide range of topics relating to the revenue recognition model, including: variable consideration, financing component in a contract and costs to obtain and fulfill a contract. It also requires enhanced disclosures regarding the nature, amount, timing and uncertainty of revenues and cash flows from contracts with customers.

Management is currently assessing the impact of the new rules and has identified the following areas that are likely to be affected: Sales commissions where the new guidance may result in identification of them as contract cost assets which could affect the timing of the recognition of those costs, instead of capitalizing subscriber acquisition and retention costs; allocation of revenues to performance obligations could affect the timing of revenue recognition. The new standard is effective retrospectively for annual reporting periods beginning on or after January 1, ~~2017,~~2018, according to its transition provisions. Earlier application is permitted. The standard permits a modified retrospective approach for the adoption. Under this approach entities will recognize transitional adjustments in retained earnings on the date of initial application (e.g. January 1, 2017), i.e. without restating the comparative period; and applying the new rules to contracts that are not completed as of the date of initial application. At this stage, the Group is still evaluating the impact ~~and timing~~ of ~~adopting this guidance~~the new rules on the ~~consolidated~~Group’s financial statements.

(2) IFRS 9, Financial instruments, addresses the classification, measurement and recognition of financial assets and financial liabilities. The complete version of IFRS 9 was issued in July 2014. It replaces the guidance in IAS 39 that relates to the classification and measurement of financial instruments. IFRS 9 retains but simplifies the mixed measurement model and establishes three primary measurement categories for financial assets: amortized cost, fair value through OCI and fair value through P&L. ~~There is now~~It introduces a new expected credit losses model that replaces the incurred loss impairment model used in IAS 39. For financial liabilities there were no changes to classification and measurement except for the recognition of changes in own credit risk in other comprehensive income, for liabilities designated at fair value through profit or loss. The standard is effective for accounting periods beginning on or after 1 January 2018. Early adoption is permitted. The ~~group~~Group is yet to assess IFRS 9’s full impact.

(3) IFRS16, Leases, which replaces the current guidance in IAS 17. The standard requires lessees, with certain exceptions, to recognize a lease liability reflecting future lease payments and a ‘right-of-use asset’ for lease contracts. The standard is effective for annual periods beginning on or after January 1, 2019, with earlier application permitted if IFRS 15, Revenue from Contracts with Customers, is also applied. The Group is yet to assess IFRS 16’s full impact.

~~(3) In September 30, 2014, the IASB issued the IFRS Annual Improvements~~(4) Amendments to ~~IFRSs 2012-2014, which includes amendments to IFRSs.~~IAS 1, Presentation of Financial Statements. The amendments ~~are mandatory~~provide clarifications about issues that include materiality, disaggregation and subtotals, order of presenting the notes, and disclosures about accounting policies. The amendment is effective for annual periods beginning on or after January 1, 2016. ~~Earlier application~~Early adoption is ~~permitted~~permitted. The Group assesses that the amendment's impact on the financial statements is ~~yet~~not expected to ~~assess the full impact of the amendments.~~be material.

(5) Amendments to IFRS 7, Financial Instruments: Disclosures. The first amendment provides guidance for transferred financial assets to help management to determine whether the terms of a servicing arrangement constitute 'continuing involvement'. The Second amendment clarifies the additional disclosures relating to the offsetting of financial assets and financial liabilities only required in interim reports if required by IAS 34. The amendments are effective for annual periods beginning on or after January 1, 2016. Early adoption is permitted. The Group assesses that the amendment's impact on the financial statements is not expected to be material.

F - 30

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 –CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The Group makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

a. Critical accounting estimates and assumptions

(1)Estimating service revenues earned but not yet billed:

The Company recognizes service revenues based upon minutes, seconds and packages used, net of credits and adjustments for service discounts. Because the Company's billing cycles use cut-off dates, which for the most part do not coincide with the Company's reporting periods, the Company is required to make estimates for service revenues earned but not yet billed at the end of each reporting period. These estimates are based primarily upon actual unbilled usage of the Company's network by the customers, and also on historical data and trends. Actual billing cycle results may differ from the results estimated at the end of each period depending on subscriber usage and rate plan mix.

~~(2)~~

~~Assessing the useful lives of assets:~~

(2) Assessing the useful lives of assets:

The useful economic lives of the Group's assets are an estimate determined by management. The Group defines useful economic life of its assets in terms of the assets' expected utility to the Group. This estimation is based on assumptions of future changes in technology or changes in the Group's intended use of these assets, and experience of the Group with similar assets, and legal or contract periods where relevant. The assets estimated economic useful lives are reviewed, and adjusted if appropriate, at least annually. See also note 2(e) and note 2(f). See also information with respect to the change in estimate of the useful life of the "012 Smile" trade name in (3) below.

F - 31

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 –CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

a. Critical accounting estimates and assumptions (continued)

(3)

Assessing the recoverable amount for impairment tests of assets with finite useful ~~economic~~ lives:

The Group is required to determine at the end of each reporting period whether there is any indication that an asset may be impaired. If indicators for impairment are identified the Group estimates the assets' recoverable amount, which is the higher of an asset's fair value less costs to sell and value in use. The value-in-use calculations require management to make estimates of the projected future cash flows. Determining the estimates of the future cash flows is based on management past experience and best estimate for the economic conditions that will exist over the remaining useful economic life of the CGU. See also note 2(i). ~~During 2014 there were continued increases~~

In the fourth quarter of 2015, the Group decided to cease the usage of the "012 Smile" trade name in 2017, this change in business induced the Group to determine that an indicator of impairment exists for the fixed-line segment. See note 13(2).

An Impairment test for the VOB/ISP CGU of the fixed line segment resulted in an impairment charge to certain assets in a total amount of NIS 98 million, based on the key assumptions described in note 13(2). The recoverable amount of the VOB/ISP CGU assets as of December 31, 2015 was assessed by management with the assistance of an external independent expert ("Giza Singer Even. Ltd") based on value-in-use calculations, which was NIS 250 million. The value in use calculations use pre-tax cash flow projections covering a five-year period and using extrapolation with specific adjustments expected until 2027, which is the economic life of the main asset of the CGU: the deferred expenses – Right of Use, and a pre-tax discount rate of 12.9%. The value-in-use calculations included all factors in real terms. The value-in-use of the assets of the CGU was estimated to exceed the fair value less costs to sale.

F - 32

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 –CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

a. Critical accounting estimates and assumptions (continued)

(3) Assessing the recoverable amount for impairment tests of assets with finite useful lives (continued):

The impairment test was based on assessments of financial performance and future strategies in light of current and expected market and economic conditions. Trends in the ~~level~~economic and financial environment, competition and regulatory authorities' decisions, or changes in competitors’ behavior in response to the economic environment may affect the estimate of ~~competition for cellular, fixed-line~~recoverable amounts in future periods. See also note 2(i).

As a result of the decision to cease the usage of the "012 Smile" trade name the Group revised its expected useful life to end in 2017 as a change in accounting estimate. As a result the amortization expenses of the trade name increased in 2015 by NIS 1 million, and ~~data transmission services which put downward pressure on prices .No impairment charges were recognized~~are expected to increase in ~~2012, 2013~~2016 and ~~2014. However, further~~2017 by approximately NIS 16 million and NIS 6 million respectively.

Further increase in the level of competition that will continue to push downward prices may require the Group to perform further impairment tests of assets. Such impairment tests may lead to recording significant impairment charges, which could have a material negative impact on the Group's operating and net profit.

~~F - 31~~

~~PARTNER COMMUNICATIONS COMPANY LTD.~~ (4)

~~(An Israeli Corporation)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~Assessing the recoverable amount of goodwill for impairment tests:

~~NOTE 4 –CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS~~

~~Critical accounting estimates and assumptions~~ ~~(continued)~~

~~(4)~~

~~Assessing the recoverable amount of goodwill for annual impairment tests:~~

Goodwill impairment reviews are undertaken annually or more frequently if events or changes in circumstances indicate that the carrying amount may not be recoverable. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. The recoverable amount of ~~CGUs~~the fixed line segment to which goodwill has been allocated to have been determined based on value-in-use calculations. For the purpose of the goodwill impairment tests as of December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015 the recoverable amount was assessed by management with the assistance of an external independent expert ("Giza Singer Even. Ltd") based on value-in-use calculations. The value-in-use calculations use pre-tax cash flow projections covering a five-year period. Cash flows beyond the five-year period to be generated from continuing use are extrapolated using estimated growth rates. The growth rates do not exceed the long-term average growth rate of the fixed-line communications services business. ~~The key assumptions used are as follows:~~

~~No impairment charges were recognized in 2012, 2013 and 2014. See note 12.~~

The key assumptions used in the December, 31, ~~2014~~2015 test were as follows:

Terminal growth rate	(negative ~~0.2%~~0.09%)
After-tax discount rate	10.3%	~~10.5~~	%
Pre-tax discount rate	13.4%	~~14.3~~	%

The impairment test as of December 31, ~~2014~~2015 was based on assessments of financial performance and future strategies in light of current and expected market and economic conditions. Trends in the economic and financial environment, competition and regulatory authorities' decisions, or changes in competitors’ behavior in response to the economic environment may affect the estimate of recoverable amounts. See also note 1213(1) and note 2(h). No impairment charges were recognized in with respect to goodwill in 2013, 2014 and 2015.

F - 33

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 –CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

a. Critical accounting estimates and assumptions (continued)

(4) Assessing the recoverable amount of goodwill for impairment tests:

Sensitivity Analysis:

The headroom of the fixed line segment ~~assets~~ fair value over the book value as of December 31, ~~2012,~~ 2013, 2014 and ~~2014~~2015 was approximately ~~13.6%~~9.5%, ~~9.5%~~15% and ~~15%~~9% respectively. Sensitivity analysis was performed for the recoverable amount as of December 31, ~~2014~~2015 for a change of the after-tax discount rate within the range of ± 10% multiplied by the variable ~~10.5% (9.45%~~10.3% (9.3% to ~~11.55%~~11.3%), assuming all other variables constant. Sensitivity analysis was also performed for a change of the terminal permanent growth rate within the range of ± 1% of the variable minus ~~0.2%~~0.09% (minus ~~1.2%~~1.09% to ~~0.8%~~0.91%), assuming all other variables constant. Results showed that no impairment charge is ~~required.~~required for both analysis. However, considering an extreme scenario whereby increasing the discount rate above 10.8% and simultaneously decreasing the permanent growth rate below minus 0.6% would indicate impairment.

(5) Assessing allowance for doubtful accounts:

~~(5)~~

~~Assessing allowance for doubtful accounts:~~

The allowance is established when there is objective evidence that the Group will not be able to collect amounts due according to the original terms of the receivables. Significant financial difficulties of the debtor, probability that the debtor will enter bankruptcy or financial reorganization, or delinquency or default in debtor payments are considered indicators that a trade receivable is impaired. Individual receivables which are known to be uncollectable are written off by reducing the carrying amount directly. The ~~amount of~~other receivables are assessed collectively. For these receivables the allowance is determined ~~as a~~based on percentage of ~~specific~~doubtful debts ~~doubtful of~~in collection, ~~and taking into consideration~~considering the likelihood of recoverability ~~of accounts receivable~~ based on the age of the balances, the ~~Group's~~ historical write-off experience net of recoveries, changes in the credit worthiness, ~~of the Group's customers,~~ and collection trends. The trade receivables are periodically reviewed for impairment.

~~F - 32~~

(6) Considering uncertain tax positions:

~~PARTNER COMMUNICATIONS COMPANY LTD.~~

~~(An Israeli Corporation)~~

~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)~~

~~NOTE 4 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS~~ ~~(continued)~~

~~Critical accounting estimates and assumptions~~ ~~(continued)~~

~~(6)~~

~~Considering uncertain tax positions:~~

The assessment of amounts of current and deferred taxes requires the Group's management to take into consideration uncertainties that its tax position will be accepted and of incurring any additional tax expenses. This assessment is based on estimates and assumptions based on interpretation of tax laws and regulations, and the Group's past experience. It is possible that new information will become known in future periods that will cause the final tax outcome to be different from the amounts that were initially recorded, such differences will impact the current and deferred income tax assets and liabilities in the period in which such determination is made. See also notes 2(q) and ~~23.~~note 25.

F - 34

PARTNER COMMUNICATIONS COMPANY LTD.

(An Israeli Corporation)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

NOTE 4 – CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS (continued)

Critical judgments in applying the Group's accounting policies

(1) Considering the likelihood of contingent losses and quantifying possible settlements:

Provisions are recorded when a loss is considered probable and can be reasonably estimated. Judgment is necessary in assessing the likelihood that a pending claim or litigation against the Group will succeed, or a liability will arise, quantifying the possible range of final settlement. These judgments are made by management with the support of internal specialists, or with the support of outside consultants such as legal counsel. Because of the inherent uncertainties in this evaluation process, actual results may be different from these estimates.

(2) Considering sales with multiple deliverables:

The Group made judgments to determine that certain sales of equipment with accompanying services constitute an arrangement with multiple deliverables that are linked in such a way that the commercial effect cannot be understood without reference to the series of transactions as a whole, and accordingly, consideration received is allocated to each deliverable based on the relative fair value of the individual element. See also note 2(n)(2).

(3) Accounting treatment for the investment in PHI:

The board of directors of Net 4 P.H.I Ltd. Consists of 3 directors nominated by the Company, 3 directors nominated by Hot Mobile and one independent director who will act as a chairman. Net 4 P.H.I Ltd controls PHI. This governance provides that the Company does not control PHI nor does it have joint control over it, and the Company accounts for its investment in PHI according to the equity method, see also note 2 (c) and note 9.

F - 3335


Title of each class		Name of each exchange on which registered
American Depositary Shares, each representing		The NASDAQ Global Select Market
one ordinary share, nominal value NIS 0.01 per share
Ordinary Shares, nominal value NIS 0.01 per share*		The NASDAQ Global Select Market

	Year ended December 31,
	2010			2011			2012			2013			2014			2014
	New Israeli Shekels in millions (except per share data)															US$ in millions (1)

Other Financial Data

Capital expenditures (2)		435			468			558			413			429			110

Adjusted EBITDA (3)		2,570			2,178			1,602			1,114			1,096			282

Dividend per share (4)		7.85			2.25			1.03			—			—			—

Capital reduction (4)		9.04			—			—			—			—			—

Statement of Cash Flow Data

Net cash provided by operating activities		1,958			1,570			1,705			1,539			951			244

Net cash used in investing activities		(486	)		(1,085			(471	)		(498	)		(431	)		(111	)

Net cash used in financing activities		(1,480	)		(274	)		(1,218	)		(1,108	)		(338	)		(87	)

Balance Sheet Data (at year end)

Current assets		1,830			2,308			2,120			1,703			1,817			467

Non current assets		3,797			4,779			4,297			3,784			3,679			946

Advance payment in respect of the acquisition of 012 Smile		30			—			—			—			—			—

Property and equipment		2,058			2,051			1,990			1,791			1,661			427

License and other intangible assets		1,077			1,290			1,217			1,167			1,079			277

Goodwill		—			407			407			407			407			105

Deferred income tax asset		—			30			36			12			14			4

Total assets		5,627			7,087			6,417			5,487			5,496			1,413

Current liabilities (5)		1,826			1,889			1,525			1,374			1,385			355

Long-term liabilities (5)		3,175			4,773			4,151			3,239			3,072			790

Total liabilities		5,001			6,662			5,676			4,613			4,457			1,145

Shareholders’ equity		626			425			741			874			1,039			268

Total liabilities and shareholders’ equity		5,627			7,087			6,417			5,487			5,496			1,413

	Year ended December 31,										Year ended December 31,
	2010		2011		2012		2013		2014		2011		2012		2013		2014		2015

Average (1)		3.732		3.579		3.844		3.609		3.577		3.579		3.858		3.609		3.577		3.884
High		3.894		3.821		4.084		3.791		3.994		3.821		4.084		3.791		3.994		4.053
Low		3.549		3.363		3.700		3.471		3.402		3.363		3.700		3.471		3.402		3.761
End of period		3.549		3.821		3.733		3.471		3.889		3.821		3.733		3.471		3.889		3.902


Large Accelerated Filer o	Accelerated Filer x	Non-Accelerated Filer o


ITEM 1. IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS		5
ITEM 2. OFFER STATISTICS AND EXPECTED TIMETABLE		5
ITEM 3. KEY INFORMATION		5
ITEM 4. INFORMATION ON THE COMPANY		32
ITEM 4A. UNRESOLVED STAFF COMMENTS	77	75
ITEM 5. OPERATING AND FINANCIAL REVIEW AND PROSPECTS	77	75
ITEM 6. DIRECTORS, SENIOR MANAGEMENT AND EMPLOYEES	~~106~~	104
ITEM 7. MAJOR SHAREHOLDERS AND RELATED PARTY TRANSACTIONS	~~128~~	127
ITEM 8. FINANCIAL INFORMATION	~~135~~	134
ITEM 9. THE OFFER AND LISTING		140
ITEM 10. ADDITIONAL INFORMATION		141
ITEM 11. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	~~154~~	153
ITEM 12. DESCRIPTION OF SECURITIES OTHER THAN EQUITY SECURITIES	~~156~~	155
ITEM 13. DEFAULTS, DIVIDEND ARREARAGES AND DELINQUENCIES	~~157~~	156
ITEM 14. MATERIAL MODIFICATIONS TO THE RIGHTS OF SECURITY HOLDERS AND USEOF PROCEEDS	~~157~~	156
ITEM 15. CONTROLS AND PROCEDURES	~~157~~	156
ITEM 16A. AUDIT COMMITTEE FINANCIAL EXPERT	~~158~~	157
ITEM 16B. CODE OF ETHICS		158
ITEM 16C. PRINCIPAL ACCOUNTANT FEES AND SERVICES	~~159~~	158
ITEM 16D. EXEMPTIONS FROM THE LISTING STANDARDS FOR AUDIT COMMITTEES		159
ITEM 16E. PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS		159
ITEM 16F. CHANGE IN REGISTRANT’S CERTIFYING ACOUNTANT	~~160~~	159
ITEM 16G. CORPORATE GOVERNANCE	~~160~~	159
ITEM 17. FINANCIAL STATEMENTS	~~160~~	159
ITEM 18. FINANCIAL STATEMENTS	~~160~~	159
ITEM 19. EXHIBITS	~~160~~	159


(2)	Capital Expenditures represent additions to property and equipment (see Note 10 to our consolidated financial statements) and ~~computer software.~~intangible assets (see Note 11 to our consolidated financial statements).


(2)	We have estimated the total number of Israeli cellular telephone subscribers based on Partner subscriber data as well as information contained in published reports and public statements issued by operators and data regarding the number of subscribers porting between operators.

(3)	Total number of estimated Israeli cellular telephone subscribers expressed as a percentage of the estimated population of Israel. The total number of estimated cellular telephone subscribers includes dormant subscribers as well as other subscribers who are not included in the Israeli population figures, such as Palestinians, visitors, and foreign workers.

(5)	Total number of Partner subscribers expressed as a percentage of the estimated total number of Israeli cellular subscribers.

(7)	We have calculated our average monthly revenue per cellular subscriber by (i) dividing, for each month in the relevant year, the total cellular segment service revenues during the month by the average number of our cellular subscribers during that month, and (ii) dividing the sum of all such results by the number of months in the relevant period.

(9)	Fixed-lines include Primary Rate Interface (“PRI”) lines, whereby each PRI is considered to include 30 lines according to the number of channels, Session Initiation Protocol (“SIP”) trunks and Voice over Broadband (“VoB”) lines.

(10)	As of the end of 2013, due to market developments, and in particular the increasing prevalence of bundled offerings in the market, the Company determined that the numbers of fixed-line and ISP subscribers no longer provided meaningful insight in the results of operation, and therefore ceased reporting these subscriber figures.

	September 2014		October 2014		November 2014		December 2014		January 2015		February 2015		March 2015 (through March 4)

High		3.695		3.793		3.889		3.994		3.998		3.966		3.987
Low		3.578		3.644		3.782		3.889		3.899		3.844		3.984

-	~~the cellular business segment~~, our main business, which represents the largest portion of our total revenues. The cellular business segment includes all services provided over our cellular networks including airtime, interconnect, roaming and content services. In addition, the cellular business segment’s activities include sales of relevant equipment including cellular handsets, tablets, (including WI-FI-only tablets) laptops, datacards, modems including built-in modems in laptops and related equipment and accessories. On December 31, 2014, we had approximately 2,837At December 31, 2015, we had approximately 2,718 thousand cellular subscribers, representing an estimated 27% of total Israeli cellular telephone subscribers at that date. As of that date, approximately 79% of our subscriber base (approximately 2,156 thousand subscribers) was represented by subscribers who subscribe to post-paid tariff plans and 21% (approximately 562 thousand cellular subscribers, representing an estimated 28% of total Israeli cellular telephone subscribers at that date. As of that date, approximately 75% of our subscriber base (approximately 2,132,000 subscribers) was represented by subscribers who subscribe to post-paid tariff plans and 25% (approximately 705,000 subscribers) by subscribers who subscribe to pre-paid tariff plans. (For a definition of “subscriber”, see “Item ‎‎3A Selected Financial Data”); ~~and~~

-	~~the fixed-line business segment~~, which includes a number of services provided over fixed-line networks including (1) ISP services that provides access to the internet as well as home Wi-Fi networks, including VAS such as anti-virus and anti-spam filtering; and fixed-line voice communication services provided through VOB; (2) transmission services and primary rate interface ("PRI"); and (3) ILD services, outgoing and incoming international telephony, hubbing, roaming and signaling and calling card services. In addition, this segment includes sales of related equipment such as domestic routers, smartboxes, WI-FI-only tablets and related equipment.

·	~~High Rate of Unlimited Packages~~ High Rate of Unlimited Packages.. Israeli cellular operators provide, among other price-competitive offers, a particularly high rate of unlimited voice and text packages, and various data packages consisting of relatively high volumes of data at competitive prices.

·	~~Lack of Migration Barriers.~~ The Israeli cellular market to date has limited migration barriers. There is full number portability. Operators are no longer able to offer beneficial packages to residential or small business customers that commit to any contract periods are prohibited from selling locked handsets and are not allowed to charge exit fees or link the sale of handsets to services.

·	~~Cellular Telephone Market Saturation.~~ Since 1994, the market has sustained a rapid annual rate of growth from a 2.6% penetration rate at year-end 1994 to an estimated penetration rate in Israel at December 31, 2014, of 124%, representing approximately 10.3 million subscribers out of an estimated population of approximately 8.3 million. The total number of estimated cellular telephone subscribers includes dormant subscribers and subscribers to multiple networks as well as other subscribers who are not included in the Israeli population figures, such as Palestinians, visitors, and foreign workers.

·	~~Entrance of Additional Operators~~. The regulatory changes in the telecommunications industry, particularly with respect to additional entrants that include cellular operators and MVNOs, have created a high level of competition in the industry.

·	~~Favorable Geography.~~ Israel covers an area of approximately 8,000 square miles (20,700 square kilometers) and its population tends to be centered in a small number of densely populated areas. In addition, the terrain of Israel is relatively flat. These factors facilitate the roll out, maintenance and subsequent upgrades of a cellular network in a cost effective manner.

·	~~High Penetration of Smartphones.~~ Published market data shows that the relatively young Israeli population has a propensity to accept and use high technology products. The level of penetration of smartphones in the Israeli market is also estimated to be one of the highest in the world.

	i.	The Ministry of Communications shall examine imposing a requirement to offer unbundled television services that are included in services packages that include telecommunication services (fixed-line and mobile) or broadband access services, which means a requirement to provide them at the same tariff as part of a service package or separately.

·	Our founding shareholders and their approved substitutes must hold, in the aggregate, at least 26% of each of our means of control. Furthermore, the maintenance of at least 26% of our means of control by our founding shareholders and their approved substitutes allows Partner to be protected from a license breach that would result from a transfer of shares for which the authorization of the Ministry of Communications was required, but not obtained.

·	Israeli entities from among our founding shareholders and their approved substitutes must hold at least 5% of our issued and outstanding share capital and of each of our means of control. “Israeli entities” are defined as individuals who are citizens and residents of Israel and entities formed in Israel and controlled, directly or indirectly, by individuals who are citizens and residents of Israel, provided that indirect control is only through entities formed in Israel, unless otherwise approved by the Israeli Prime Minister or Minister of Communications.

·	At least 10% of our Board of Directors must be appointed by Israeli entities, as defined above, provided that if the Board of Directors is comprised of up to 14 members, only one such director must be so appointed, and if the Board of Directors is comprised of between 15 and 24 members, only two such directors must be so appointed.

·	Matters relating to national security shall be dealt with only by a Board of Directors committee that has been formed for that purpose. The committee includes at least 4 members, of which at least one is an external director. Only directors with the required clearance and those deemed appropriate by Israel’s General Security Service may be members of this committee. Resolutions approved by this committee shall be deemed adopted by the Board of Directors.

·	~~The Ministry of Communications shall be entitled to appoint an observer to the Board of Directors and its committees, subject to certain qualifications and confidentiality undertakings.~~

·	~~observing the provisions of the Telecommunications Law, the Wireless Telegraphy Ordinance, the regulations and the provisions of our license;~~

·	acting to continuously improve our mobile telephone services, their scope, availability, quality and technology, and that there has been no act or omission by us harming or limiting competition in the mobile telephone sector;

·	having the ability to continue to provide mobile telephone services of a high standard and to implement the required investments in the technological updating of our system in order to improve the scope of such services, as well as their availability and quality; and

·	~~using the spectrum allocated to us efficiently, compared to alternative applications.~~


·•	the right to appoint a director or managing director of Partner;


·•	the right to share in Partner’s remaining assets after payment of debts when Partner is wound up.

·	~~the founding shareholders or their approved substitutes of Partner continue to hold in the aggregate at least 26% of the means of control of Partner;~~

·	~~our Articles of Association include the provisions described in this paragraph;~~

·	~~we act in accordance with such provisions;~~

·	~~our Articles of Association provide that an ordinary majority of the voting power at the general meeting of Partner is entitled to appoint all the directors of Partner other than external directors.~~

·	Founding shareholders or their approved substitutes must hold at least 26% ~~of the means of control of Partner.~~

·	~~Israeli entities from among our founding shareholders and their approved substitutes must hold at least 5% of our issued share capital and of each of our means of control.~~

·	~~The majority of our directors, and our general manager, must be citizens and residents of Israel.~~

·	~~Neither the general manager of Partner nor a director of Partner may continue to serve in office if he has been convicted of certain legal offenses.~~

·	No trust fund, insurance company, investment company or pension fund that is an Interested Party in Partner may: (a) hold, either directly or indirectly, more than 5% of any means of control in a competing mobile radio telephone operator without having obtained a permit to do so from the Ministry of Communications, or (b) hold, either directly or indirectly, more than 5% of any means of control in a competing mobile radio telephone operator in accordance with a permit from the MoC, and in addition have a representative or appointee who is an Office Holder in a competing mobile radio telephone operator, unless it has been legally required to do so, or (c) hold, either directly or indirectly, more than 10% of any means of control in a competing mobile radio telephone operator, even if it received a permit to hold up to 10% of such means of control.

·	No trust fund, insurance company, investment company or a pension fund that is an Interested Party in a competing mobile radio telephone operator may: (a) hold, either directly or indirectly, more than 5% of any means of control in Partner, without having obtained a permit to do so from the Ministry of Communications; or (b) hold, directly or indirectly, more than 5% of any means of control in Partner in accordance with a permit from the Ministry of Communications, and in addition have a representative or appointee who is an Office Holder in Partner, unless it has been legally required to do so; or (c) hold, either directly or indirectly, more than 10% of any means of control in Partner, even if it received a permit to hold up to 10% of such means of control.

·	Partner, an Office Holder or Interested Party in Partner, or an Office Holder in an Interested Party in Partner does not control a competing mobile radio telephone operator, is not controlled by a competing mobile radio telephone operator, by an Office Holder or an Interested Party in a competing mobile radio telephone operator, by an Office Holder in an Interested Party in a competing mobile radio telephone operator, or by a person or corporation that controls a competing mobile radio telephone operator.

·	~~We have illegally ceased, limited or delayed any one of our services;~~

·	~~Any means of control in Partner or control of Partner has been transferred in contravention of our license;~~

·	~~We fail to invest the required amounts in the establishment and operation of the mobile radio telephone system in accordance with our undertakings to the Ministry of Communications;~~


·	~~We have harmed or limited competition in the area of mobile radio telephone services;~~

·	~~A receiver or temporary liquidator is appointed for us, an order is issued for our winding up or we have decided to voluntarily wind up; or~~

·	Partner, an Office Holder in Partner or an Interested Party in Partner or an Office Holder in an Interested Party of Partner is an Interested Party in a competing mobile radio telephone operator or is an Office Holder in a competing mobile radio telephone operator or in an interested party in a competing mobile radio telephone operator without first obtaining a permit from the Ministry of Communications to do so or has not fulfilled one of the conditions included in such permit. See “Item ‎~~4B.13e-Our Mobile Telephone License-Our Permit Regarding Cross Ownership~~.”

·	~~A change has occurred in the suitability of Partner to implement the actions and services that are the subject of our license.~~

·	~~A change in our license is required in order to ensure effective and fair competition in the telecommunications sector.~~

·	~~A change in our license is required in order to ensure the standards of availability and grade of service required of Partner.~~

·	~~A change in telecommunications technology justifies a modification of our license.~~

·	~~A change in the electromagnetic spectrum needs justifies, in the opinion of the Ministry of Communications, changes in our license.~~

·	~~Considerations of public interest justify modifying our license.~~

·	~~A change in government policy in the telecommunications sector justifies a modification of our license.~~

·	~~A change in our license is required due to its breach by Partner.~~

	·	~~Operating lease, rent and overhead expenses~~

	·	~~Network and cable maintenance~~

	·	~~Costs of handling, replacing or repairing equipment~~

	·	~~Car kit installation, IT support, and general operating expenses~~

	·	~~Amortization of rights of use~~

	·	~~Wages, employee benefits expenses and car maintenance~~

	·	~~Selling commissions, net~~

	·	~~Advertising and marketing~~

	·	~~Depreciation and amortization~~

	·	~~Operating lease, rent and overhead expenses~~

	·	~~Professional fees~~

	·	~~Credit card and other commissions~~

	·	~~Depreciation~~

	·	~~Unwinding of trade receivables~~

	·	~~Capital gain (loss) from sale of property and equipment~~

	·	~~Net foreign exchange rate gains~~ ~~(losses)~~

	·	~~Fair value loss from derivative financial instruments, net~~

	New Israeli Shekels
	Year ended December 31, 2015
	In millions
	Cellular segment		Fixed-line segment			Elimination			Consolidated
Segment revenue - Services		2,275		717						2,992
Inter-segment revenue - Services		22		189			(211	)
Segment revenue - Equipment		1,051		68						1,119
Total revenues		3,348		974			(211	)		4,111

Segment cost of revenues - Services		1,856		736	*					2,592
Inter-segment cost of revenues- Services		187		24			(211	)
Segment cost of revenues - Equipment		832		48						880
Cost of revenues		2,875		808			(211	)		3,472
Gross profit		473		166						639

Operating expenses		506		134	*					640
Income with respect to settlement with Orange		61								61
Other income, net		44		3						47
Operating profit		72		35						107
Adjustments to presentation of Adjusted EBITDA
–Depreciation and amortization including impairment charges		510		243						753
–Other		15		1						16
Adjusted EBITDA		597		279						876

Reconciliation of Adjusted EBITDA to profit before income tax
–Depreciation and amortization including impairment charges										753
–Finance costs, net										143
–Other										16
Profit (loss) before income tax										(36	)

	New Israeli Shekels
	Year ended December 31, 2014
	In millions
	Cellular segment		Fixed-line segment		Elimination			Consolidated
Segment revenue - Services		2,592		816					3,408
Inter-segment revenue - Services		26		188		(214	)
Segment revenue - Equipment		938		54					992
Total revenues		3,556		1,058		(214	)		4,400

Segment cost of revenues - Services		1,963		692					2,655
Inter-segment cost of revenues- Services		185		29		(214	)
Segment cost of revenues - Equipment		727		37					764
Cost of revenues		2,875		758		(214	)		3,419
Gross profit		681		300					981

Operating expenses		509		122					631
Other income, net		49		1					50
Operating profit		221		179					400
Adjustments to presentation of Adjusted EBITDA
–Depreciation and amortization		534		155					689
–Other		7		*					7
Adjusted EBITDA		762		334					1,096

Reconciliation of Adjusted EBITDA to profit before income tax
- Depreciation and amortization									689
- Finance costs, net									159
- Other									7
Profit before income tax									241