Presentation to the Capital Market 2Presentation to the Capital Market 2009009

Financing of the Transaction for the Financing of the Transaction for the Acquisition of Partner’s Control CoreAcquisition of Partner’s Control Core

Forward-looking InformationForward-looking InformationThis presentation does not constitute an offer for the purchase or sale of securities of the Company or an invitation to receive bids as stated, and its sole intent is to furnish information. This presentation was prepared by Scailex Corporation Ltd. (“the Company”). The information contained in this presentation and all other information that shall be conveyed during the presentation of the presentation (“the Information”) is being presented solely for the sake of convenience. The Information does not constitute a basis for making investment decisions, does not constitute a recommendation or opinion, and should not substitute for a potential investor’s sound judgment. That stated in this presentation and all matters pertaining to the analysis of the Company’s operations is merely a summary. To obtain a complete picture of the Company’s operations and of the risks with which the Company is contending, the Company’s detailed reports to the Israeli Securities Authority and to the Tel-Aviv Stock Exchange should be scrutinized. The Company is not responsible for the completeness and accuracy of the Information and shall not bear any liability for any damages and/or losses that are liable to be caused as a result of use of the Information. In any case, that stated in the Company’s books and/or official publications prevails over any Information contained herein.

This presentation contains forward-looking information, as this term is defined in the Securities Act, about forecasts, objectives and assessments, estimates and other information relating to future events and/or matters, the achievement of which is not certain and is not under the Company’s control. Forward-looking information does not constitute a proven fact and is based solely on the Company’s subjective assessment. The principal facts and data that were used as a basis for this Information are facts and data pertaining to the current position of the Company and of Partner and of their businesses, facts and data concerning the current situation of the operating segments in which the Company and Partner are engaging in their regions of activity, and macro-economic facts and data, all of which are as known to the Company at the time that this preparation was prepared.

The forward-looking information included in this presentation is based, to a significant extent, in addition to information in the Company’s possession, on the Company’s current expectations and assessments about future developments in each of the said parameters, and on the interactions between such developments. The realization or non-realization of the forward-looking information will be influenced, inter alia, by risk factors that are characteristic to the Company’s operations, and by developments in the general environment and in those external factors that affect the Company’s operations, which cannot be pre-assessed and are not under the Company’s control. There is no certainty that the Company’s expectations and assessments will indeed materialize, and the results of the Company’s operations are liable to materially differ from the results assessed or implied in the forward-looking statements, inter alia, due to a variance in any of the above factors. Therefore, the readers of this presentation are hereby cautioned that the Company’s actual results and achievements in the future are liable to materially differ from those presented in the forward-looking information presented in this presentation.

Furthermore, the forward-looking forecasts and assessments are based on data and information in the Company’s possession at the time that this presentation was prepared and the Company is not undertaking to update and/or revise any such forecast and/or assessment so as to reflect events and/or circumstances that shall transpire subsequent to the preparation of this presentation.

Scailex today

Partner today

The Partner transaction and the day after

Structure of the offer

What does this presentation contain?What does this presentation contain?

33

VisionVision

To be the leading communications entity To be the leading communications entity in Israel, supplying a full range of in Israel, supplying a full range of communications solutions, by developing communications solutions, by developing the existing brand and expanding the the existing brand and expanding the brand into additional sectors, brand into additional sectors, while deepening our tieswhile deepening our tieswith the community.with the community.

44

Scailex TodayScailex Today

55

Structure of the GroupStructure of the Group

86.46%

42%-43%

66

0.95%

Scailex Scailex Corporation Ltd.Corporation Ltd.

((TASETASE))

Scailex Scailex.Corporation Ltd.Corporation Ltd

((TASETASE))

Mr. Ilan Mr. Ilan Ben-DovBen-DovMr. Ilan Mr. Ilan Ben-DovBen-Dov

Suny Suny Electronics Electronics

Ltd.Ltd.

Suny Suny Electronics Electronics

Ltd.Ltd.

PartnerPartner(NASDAQ/TASE)

PartnerPartner(NASDAQ/TASE)

Dynamica Cellular

1971 – Scitex Corporation was founded

1980 – Floated on the NASDAQ in the United States

2001 – Registration for trading on the Tel-Aviv Stock Exchange

2000 – 2006 – Sale of all operations pertaining to printing and digital preprinting

2008 – Acquisition of Scailex by Suny, upon which, Suny transferred to Scailex the importing and marketing operations of Samsung equipment to the cellular operators, and Dynamica’s operations (retail chain for sales to Cellcom’s end-customers).

2009

– Signing of the agreement for the acquisition of some 51.3% of Partner’s shares from the Hutchison Group

– Signing of an agreement for the sale of 4.99% of Partner’s shares to Bank Leumi for the inclusive sum of approximately NIS 515 million. The Company is conducting negotiations with additional entities for the sale of up to an additional 3% of Partner’s shares.

Major MilestonesMajor Milestones

77

Ilan Ben-Dov – Chairman of Scailex’s Board of Directors– 15 years in the telecom sector– Founder, Chairman and C.E.O. of Suny Telecom and Dynamica

Jacob Gelbard - Consultant– C.E.O. of Bezeq and Pelephone for seven years– C.E.O. of Blue Square for seven years

Yahel Shachar – C.E.O. of Scailex– Three years as C.E.O.; before that, Scailex’s C.F.O. for four years– V.P. Investments at BVR Technologies (NASDAQ) for three years

Scailex’s Board of Directors– Dr. Arie Ovadia - private fund manager, director in public companies; formerly the

chairman of the Israel Phoenix Insurance Company– Shalom Singer – businessman; formerly, the C.E.O. of the First International Bank

of Israel; Director-General of the Ministry of Finance– Iris Beck – C.E.O. of McCann Erickson; formerly, V.P. Marketing of Partner– Dror Barzilai (external public director) – director in public companies; formerly, the

C.E.O. of Nestle Ice Creams– Yoav Biran – formerly, Director-General of the Ministry of Foreign Affairs and the

Israeli Ambassador to the U.K.– Yechiel Feingold – C.F.O. of public companies

ManagementManagement TeamTeam of leading executivesof leading executives

88

Key Financial DataKey Financial Data)in NIS millions(

99

Q2/09H1/09

Income254481

Net profit96158

Cash flow2568

Cash and financial assets(including working capital)

950

Total balance sheet1,261

Equity1,152

1. The cellular operators segment (Samsung) generates a net annual profit of at least NIS 100 million. The assets of the cellular operators segment are presented in the balance sheet at the sum of about NIS 311 million.

2. The Company has losses for tax purposes of some NIS 1.8 billion, out of which, a tax asset is presented in the balance sheet of some NIS 35 million.

1010

SCAILEX SAMSUNG OPERATIONS

Q4/08 Q1/09 Q2/0926 31 25 EBITDA

24

6258 61.5

91 96

0

20

40

60

80

100

120

רווח תפעולי רווח נקי

Q4/08 Q1/09 Q2/09

26

31

25

05101520253035

EBITDA

Q4/08 Q1/09 Q2/09

0%

20%

40%

60%

80%

100%

אג"ח סטרייט

אג"ח להמרה

מימון בנקאי קצר

מימון מובטח פעילות

מימון מוכר

הון עצמי

מכירה לשותפים

* The data are correct to Q2/09

Key Financial Data Key Financial Data )in NIS millions(

Q4/08Q1/09Q2/09

Operating profit245891

Net profit6261.596

Q4/08 Q1/09 Q2/0924 58 91 רווח תפעולי62 61.5 96 רווח נקי

24

6258 61.5

91 96

0

20

4060

80

100

120

רווח תפעולי רווח נקי

Q4/08 Q1/09 Q2/09

Operating profit Net profit

Q4/08Q1/09Q2/09

EBITDA263125

PartnerPartner Today Today

1111

Key milestones – activities:1998 – receipt of a license from the Ministry of Communications1999 – start of commercial operations2004 - launch of 3G handsets2006 – acquisition of Med-1, a data transmission network based on optic fibers, and the receipt of a data transmission license2007 – receipt of a license from the Ministry of Communications for domestic landline communications2008 – launch of the largest entertainment portal in Israel, “Orange Time,” and broadband internet services

Highlights:Traded on the NASDAQ and the Tel-Aviv Stock Exchange according to a market value of NIS 10.8 billion.Assessed market share of 31.4%Highest revenue per user; leading in revenues from data and contentSome 3 million customersProfessional and efficient customer serviceGrowth strategy geared towards activities in new markets: VoB, ISPand other means of communication

Partner – Business CardPartner – Business Card

H1/09 (NIS millions)

H1/09(NIS millions)

Income2,9263,169

Gross profit1,1561,539

Operating profit868881

Net profit584622

EBITDA1,1261,230

Equity1,892412

Net debt2,4554,057

Ratio debt/EBITDA1.091.65

Evaluation12,77514,386

Partner v. Partner v. CellcomCellcom – Financial Data– Financial Data

* Based on the financial statements of Partner and Cellcom for Q2 2009. and RBC analysis reports

The TransactionThe Transaction

and the Day Afterand the Day After

1414

Scailex shall acquire the entire holding of Scailex shall acquire the entire holding of PartnerPartner being sold being sold

Concurrent with the acquisition, Scailex shall sell about 8.4% of the Concurrent with the acquisition, Scailex shall sell about 8.4% of the PartnerPartner shares being acquired to institutional entities at the same shares being acquired to institutional entities at the same price as Scailex’s purchase price, plus a convertible bond in Scailex.price as Scailex’s purchase price, plus a convertible bond in Scailex.

Purchase price – NIS 67.025 per share (shekel price) + LIBOR Purchase price – NIS 67.025 per share (shekel price) + LIBOR interest until the closing of the transactioninterest until the closing of the transaction

Forecasted closing of the transaction – about 3 months; incentive to Forecasted closing of the transaction – about 3 months; incentive to Scailex to close Scailex to close beforebefore the 1 the 1stst of December of December

““As is” transaction (no representations), subject to suspending As is” transaction (no representations), subject to suspending conditions and agreed compensation in the event that the transaction conditions and agreed compensation in the event that the transaction is not closedis not closed

Main suspending conditions to the transaction:Main suspending conditions to the transaction:

– Approval of the Antitrust CommissionerApproval of the Antitrust Commissioner– Approval of the Ministry of CommunicationsApproval of the Ministry of Communications– Approval of Hutchison’s general assemblyApproval of Hutchison’s general assembly

1

2

Key Points of the TransactionKey Points of the Transaction

1515

1616

Key Points of the TransactionKey Points of the Transaction

אג"ח15%

מימון כנגד פעילות קיימת

5%

מכירה לשותפים16%

מזומן סקיילקס18%

הלוואת מוכר ודיווידנד עד סוף

שנת 201046%

On the Transaction Execution Date:

30% of the shares are pledged

13% are free shares

43% of Partner’s shares are held by Scailex

Cash balance in Scailex – NIS 220 million

Seller’s loan + dividend by

year-end 2010

Scailex cash

Sale to partners

Financing against existing

operations

Bond

Sources for the transactionSources for the transactionPledgePledge

Equity926

Sale to partners865

Financing against operations250

Recognized financing1,15011%

TOTAL3,291

Short-term loans*1,30013%

TOTAL4,591

Bond balance8006%

Total financing 5,291

Recognized financingRecognized financing

Volume – USD 300 million (some NIS 1,150 million)Volume – USD 300 million (some NIS 1,150 million)

Redemption of the principal – 4.5 years (bullet payment)Redemption of the principal – 4.5 years (bullet payment)

Interest – bi-annual in USDInterest – bi-annual in USD

– 2% - with 100% collateral of 2% - with 100% collateral of PartnerPartner shares (not adjusted) shares (not adjusted)

– 3% - with 75% collateral of 3% - with 75% collateral of PartnerPartner shares (not adjusted) shares (not adjusted)

– 4% - with 50% collateral of 4% - with 50% collateral of PartnerPartner shares (not adjusted) shares (not adjusted)

– Alternatives are at Scailex’s discretion (the debtor)Alternatives are at Scailex’s discretion (the debtor)

Hutchison is not entitled to a dividendHutchison is not entitled to a dividend

Upon repayment of the debt to the seller, the Company will Upon repayment of the debt to the seller, the Company will

repay its assessed debt to the bondholdersrepay its assessed debt to the bondholders

1717

Key Points of the Transaction )3(Key Points of the Transaction )3(

One of the two leading companies in the cellular telecom marketOne of the two leading companies in the cellular telecom market

Excellent platform for establishing a leading telecom entity in Excellent platform for establishing a leading telecom entity in IsIsrael– Increase of the Company’s market share in the cellular sector in Israel,

focusing on the rapidly-growing data segment

– Development in existing segments: internet, landlines, content

– New directions: multi-channel TV (IPTV), international calls

Partner holds the Number One cellular brand in Israel “Orange” Partner holds the Number One cellular brand in Israel “Orange” for the last 7 yearsfor the last 7 years (according to the Globes Brands Index)

Partner holds the Number Two brand of all brands in Israel, Partner holds the Number Two brand of all brands in Israel, “Orange,” with a brand value of NIS 2 billion “Orange,” with a brand value of NIS 2 billion (according to the Globes Brand Index for 2009). (Coca Cola is the number 1 brand)

Excellent management – Top Ranking for the last two years Excellent management – Top Ranking for the last two years (according to the Calcalist)

Why Partner?Why Partner?

1818

Sources for the TransactionSources for the Transaction

1919

43%43%

Straight bond600

Convertible bond200*

Short-term bank financing

1,300

Financing backed by operations

250

Recognized financing1,150

Equity926

Total financing required

4,426

Sale to partners865

Total5,291

* Includes convertible bond option to partners

Financing of the transaction0%

20%

40%

60%

80%

100%

אג"ח סטרייט

אג"ח להמרה

מימון בנקאי קצר

מימון מובטח פעילות

מימון מוכר

הון עצמי

מכירה לשותפים

49%

8%

13% 11%

13%

6%

מניות בידי הציבור

מכירה לשותפים

מניות פרטנר חופשיות

משועבד כנגד חוב מוכר

משועבד כנגד חוב בנקאי

משועבד כנגד אג"ח

הרכב מניות ביום העסקה

49%

8%

13% 11%

13%

6%

מניות בידי הציבור

מכירה לשותפים

מניות פרטנר חופשיות

משועבד כנגד חוב מוכר

משועבד כנגד חוב בנקאי

משועבד כנגד אג"ח

0%

20%

40%

60%

80%

100%

אג"ח סטרייט

אג"ח להמרה

מימון בנקאי קצר

מימון מובטח פעילות

מימון מוכר

הון עצמי

מכירה לשותפים

Post-transaction pledges

Straight bond

Convertible bond

Short-term bank financing

Financing backed by operations

Recognized financing

Equity

Sale to partners

Publicly-held shares

Sale to partners

Free Partner shares

Pledged against recognized debt

Pledged against bank debt

Pledged against bonds

Partner’s operations– Partner’s profitability will be sustained – NIS 1.1 billion per annum– Regulatory changes, if any, will begin to have an impact as of 2011– Partner will continue to distribute a quarterly dividend to its current shareholders– Ratio of debt/EBITDA – Partner 1:1.1, compared with Cellcom 1:1.7.

The accepted ratio for communications companies is at least the Cellcom ratio (and more - 1:2). The existing ratio in Partner will enable the company to increase its debt by another NIS 1.5 million before it reaches Cellcom’s ratio

Debt servicing at the level of Scailex– About NIS 1.3 million of the entire debt is expected to be repaid already during the

first 18 months (from 2009 and 2010 dividends)– As of the second year – the flow from Partner of some NIS 500 million and from

the Samsung operations, of some NIS 100 million, will service the debt (in addition to the financial activity)

Scailex’s operationsScailex’s profitability (import and marketing of Samsung handsets) will be sustained – NIS 100 million

Dynamica (cellular retail operations for Cellcom) might have to be sold

Basic Assumptions for Debt Servicing in ScailexBasic Assumptions for Debt Servicing in Scailex

2020

-

500.0

1,000.0

1,500.0

2,000.0

2,500.0

3,000.0

3,500.0

4,000.0

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

-

500.0

1,000.0

1,500.0

2,000.0

2,500.0

3,000.0

3,500.0

4,000.0

חוב מגובה פעילות אגח להמרה חוב מוכרמימון בנקאי אגח סטרייט שווי מ.משועבדות

0

200

400

600

800

1000

1200

1400

1600

2009 2010 2011 2012 2013 2014 2015 2016 2017 2018 2019

חוב מגובה פעילות אגח להמרה חוב מוכרמימון בנקאי אגח סטרייט ריבית בגין חוב

Financing of the TransactionFinancing of the Transaction

2121

Net debt )year end( (the trend line presents the value of the

shares pledged against the debt (as per the transaction price)

Debt service )principal and interest(

* Assuming the sale of some 8.4% of Partner’s shares after the closing of the transaction

NIS millions

NIS millions

Operations-backed debt

Straight bond Debt interest

Recognized debt

Bank financing

Convertible bond

Convertible bondStraight bond

Operations-backed debt

Bank financingRecognized debtPledged shares

Forecasted Sources and UsesForecasted Sources and Uses

* Flow from current operations and flow from the sale of Dynamica (if necessary)** Assuming a change in Partner’s debt to EBITDA ratio during 2010 to 1:1.5.

2222

In NIS thousands*2009201020112012201320142015

Investment(4,425)

New debt (including seller’s loan

3,500

Current operating flow200*100100100100100100

Dividend (Partner)1201,075**470470470470470

Total sources(605)1,175570570570570570

Repayment of principal and interest, net

(10)(1,095)(435)(195)(165)(1,350)50

Net flow(615)80135375405(780)620

Cash balances at the end of the period

3354155509251,3305501,170

Debt balance )bank + bond(

2,1001,060650450250

Balance of free shares13.3%23.2%27.4%29.4%31.3%42.9%42.9%

Value of free shares1,3702,4002,8303,0253,2254,4254,425

In NIS thousands200920102011201220132014

Bond service (principal + interest)(2)(22)(171)(215)(209)(254)

Closing balance (after bond service) Straight bond60060045025050-

Convertible bond200200200200200-

Value of shares pledged against bond debt60060045025050-

Value of free shares1,3702,4002,8303,0253,2254,425

Cash balance at end of period3354155509251,330550

2323

-

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0

2009 2010 2011 2012 2013 2014

-

1,000.0

2,000.0

3,000.0

4,000.0

5,000.0 י.ס. אגח להמרה

י.ס. אגח סטרייט

יתרת סגירה מזומן

שווי מניות חופשיות

שווי מניות משועבדות כנגדאג"ח

Closing balance – convertible bond

Closing balance – straight bond

Closing balance – cash

Value of free shares

Value of shares pledged against bond debt

BondBond DetailsDetails

Fixed-interest shekel bonds )some NIS 150 million(:– Average duration of 3.1 years; principal and interest payments – 2011-2014 in six

biannual payments– Pledge of Partner shares at 100% of the bond principal according to the value on the

offer date, with a price adjustment for a dividend beyond the current profit

Variable-interest shekel bonds )some NIS 150 million(:– Average duration of 2.9 years; principal and interest payments – 2011-2013 in six

biannual payments– Margin above the interested quoted in Gilon– Pledge of Partner shares at 100% of the bond principal according to the value on the

offer date, with a price adjustment for a dividend beyond the current profit

Index-linked bonds )some NIS 150 million(:– Average duration of 2.9 years; principal and interest payments – 2011-2013 in six

biannual payments– Margin above the interested quoted in Gilon– Pledge of Partner shares at 100% of the bond principal according to the value on the

offer date, with a price adjustment for a dividend beyond the current profit

Convertible bonds )~ NIS 50 million to public; option to partners of ~ NIS 150 m(:– Bond for 15 years + option to redeem after 5 years, average duration of 4.5 years– Biannual payments of shekel interest; the tender is on the unit price

Structure of the OfferStructure of the Offer

2424* The data in this slide are an assessment – the structure is not final.

Scailex possesses high financial strength, which has consistently sustained profitable operations over the years.

Financial strength is improved subsequent to the acquisition transaction, based on the flows, which should generate some NIS 600 million/annum.

Highly experienced, leading management team.

“Stable” collateral – Partner shares – first time in Israel!

Loan repayments – short average duration – when the bond repayments begin, the debt balance (excluding the debt to the seller) will be NIS 1,050 million, while the Company’s free assets (cash + free shares) will be NIS 2,970 million (NIS 290 million + NIS 2,680 million, respectively). Additionally, during the bond repayment period, the Company will have a positive net cash flow of NIS 1,150 million.

Stable operative operations – constituting an additional recourse.

The controlling shareholders hold 87.5% of Scailex (prior to dilution of ~ 5-7% in bond conversions).

Scailex will be able to boost its equity in the future by offering share capital to the public/strategic investor or by a sale of Partner shares to the public/strategic investor (telecom company can be controlled even with a holding of 26% and more – value of the excess shares (17%) = about NIS 1.75 billion.

Over time, the bond rating might be raised as the business plan progresses.

SummarySummary

2525

Thank you for listeningThank you for listening

2626