Form of Proxy

APPOINTMENT OF EXTERNAL AUDITORS AND AUTHORIZATION OF THE BOARD OF DIRECTORS TO DETERMINE THEIR REMUNERATION

RE-ELECTION OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS (OTHER THAN THE EXTERNAL DIRECTORS): RE-ELECTION OF MS. TAMAR MOZES-BOROVITZ AS A DIRECTOR

RE-ELECTION OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS (OTHER THAN THE EXTERNAL DIRECTORS): RE-ELECTION OF MR. NADAV PALTI AS A DIRECTOR

RE-ELECTION OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS (OTHER THAN THE EXTERNAL DIRECTORS): RE-ELECTION OF MR. YEHUDA M. LEVY AS A DIRECTOR

RE-ELECTION OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS (OTHER THAN THE EXTERNAL DIRECTORS): RE-ELECTION OF MR. HANAN SCHLESINGER AS A DIRECTOR

RE-ELECTION OF ALL THE MEMBERS OF THE BOARD OF DIRECTORS (OTHER THAN THE EXTERNAL DIRECTORS): RE-ELECTION OF MR. SHLOMO MIRVIS AS A DIRECTOR

RE-ELECTION OF MS. OFRA YAMIN AS THE COMPANYS EXTERNAL DIRECTOR TO THE BOARD OF DIRECTORS OF THE COMPANY

APPROVAL OF THE AMENDMENT AND THE EXTENSION OF ONE YEAR OF THE MANAGEMENT SERVICES AGREEMENT (AS AMENDED), EFFECTIVE AS OF JANUARY 1, 2005, BETWEEN THE COMPANY AND NICHSEI SHDEROT JERUSALEM-JAFFA LTD., AN ISRAELI PRIVATE COMPANY WHOLLY OWNED BY MR. NADAV PALTI, A DIRECTOR, THE COMPANYS CHIEF EXECUTIVE OFFICER AND A CONTROLLING SHAREHOLDER OF THE COMPANY AND HIS WIFE

APPROVAL OF THE AMENDMENT AND THE EXTENSION OF ONE YEAR OF THE MANAGEMENT AND SERVICES AGREEMENT DATED FEBRUARY 11, 2005 BY AND BETWEEN THE COMPANY AND MAPAL EDEN TELENOVELAS LTD. (THE MAPAL MANAGEMENT SERVICE AGREEMENT), AN ISRAELI PRIVATE COMPANY CONTROLLED BY MS. TAMAR MOZES-BOROVITS AND MR. NADAV PALTI, WHO ARE DIRECTORS AND CONTROLLING SHAREHOLDERS OF THE COMPANY

APPROVAL AND RATIFICATION OF THE COMPANYS ENGAGEMENT WITH MAPAL COMMUNICATIONS LTD. TO PAY MAPAL COMMUNICATIONS LTD., AS A CONTRIBUTION TOWARD THE SALARY EXPENSES OF ITS PERSONAL ASSISTANT AND OPERATIONS STAFF, FOR A TERM OF ONE (1) YEAR COMMENCING ON THE DATE OF APPROVAL OF THIS RESOLUTION BY THE GENERAL MEETING

APPROVAL OF THE AMENDMENT AND EXTENSION, FOR AN ADDITIONAL PERIOD OF ONE (1) YEAR COMMENCING ON THE DATE OF APPROVAL OF THIS RESOLUTION BY THE GENERAL MEETING, OF THE COMPANYS UNDERTAKING VIS-A-VIS TAMAR MOZES INVESTMENT LTD. (MOZES INVESTMENT), A COMPANY WHOLLY OWNED BY MS. TAMAR MOZES-BOROVITZ, A DIRECTOR AND CONTROLLING SHAREHOLDER OF THE COMPANY, WITH RESPECT TO REIMBURSEMENT OF CERTAIN CAR EXPENSES AND CERTAIN PAYMENT TO MAPAL COMMUNICATIONS LTD. IN CONSIDERATION OF MOZES INVESTMENTS SERVICE AS THE CHAIRPERSON OF THE BOARD OF DIRECTORS

FURTHER TO THE RECOMMENDATION OF THE COMPANYS REMUNERATION COMMITTEE AND THE APPROVAL OF THE COMPANYS AUDIT COMMITTEE AND THE BOARD, APPROVAL OF CERTAIN AMENDMENTS (FOR ONE YEAR) TO THE EMPLOYMENT TERMS OF MS. MAYA BOROVITZ KOGUT, THE COMPANYS CO-CHIEF FINANCIAL OFFICER, WHO IS A FAMILY MEMBER OF A SHAREHOLDER OF THE COMPANY WHO IS DEEMED A CONTROLLING SHAREHOLDER BY VIRTUE OF THE EXISTING VOTING AGREEMENT

FURTHER TO THE APPROVAL OF THE COMPANYS REMUNERATION COMMITTEE AND THE BOARD, TO APPROVE THE REMUNERATION TERMS OF MR. YEHUDA M. LEVY, A DIRECTOR OF THE COMPANY, FOR ONE YEAR