MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.
MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.
Registration Number: 520029984
To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T087 (Public) Filed on MAGNA: 05/08/2025 Israel Securities Authority: www.isa.gov.il Tel Aviv Stock Exchange: www.tase.co.il Reference: 2025-01-058078
Capital Structure, Grant of Rights to Purchase Shares, and Registers of the Corporation's Securities and Changes Therein
Regulation 31E of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 1970
Nature of the Change:
Forced exercise of non-listed options into ordinary shares of the company and expiration of non-listed options.
Explanation: Briefly describe the nature of the change.
Reference numbers of previous reports on the subject: _________, _________, _________.
- The Corporation's Securities Register After the Change:
Name
and
Type
of
Security |
Security
Number
on
TASE |
Quantity
in
Registered
Capital |
Issued
and
Paid-Up
Capital |
Quantity
Registered
in
the
Name
of
the
Registration
Company |
Ordinary
Share
0.01 |
1081165 |
1,500,000,000 |
Last
Report:
1,057,144,082
Current:
1,057,658,918 |
1,053,863,007 |
Warrants
for
Company
Officers
and
Subsidiaries |
1197730 |
0 |
Last
Report:
11,432,823
Current:
9,868,915 |
0 |
Explanation: All securities of the company must be detailed, including securities not listed for trading.
2. The Corporation Announces That:
On the date: 05/08/2025
A change occurred in the quantity and register of holders of the corporation's securities (including rights to purchase shares) as a result of:
Description of the nature of the change:
Forced exercise of 1,087,316 non-listed options into 514,836 ordinary shares of the company, all in accordance with the limit price and the net exercise mechanism detailed in the private placement report published by the company on 30.5.2023 (Reference: 2023-01-058461), which is incorporated herein by reference, as well as the expiration of 476,592 non-listed options.
Explanation: Describe all details of the transaction or action that caused the change in the corporation's securities.
Details of the Registered Holder for Whom the Change Occurred:
-
I.B.I. Trust Management
-
Type of ID: Company Registrar Number in Israel
- ID Number: 515020428
- Nature of Change: Expiration
- Date of Change: 05/08/2025
- Executed via TASE Clearing House: No
- Type and Name of Security: Warrants for Company Officers and Subsidiaries
- Security Number: 1197730
- Holder's Balance in Last Report: 11,432,823
- Holder's Balance After Change: 10,956,231
- Total Quantity of Securities Changed: 476,592
- Is this a grant of rights to purchase shares: No
- Total consideration for allocated securities: _________
- TASE number of share resulting from exercise: _________
- Number of shares resulting from full exercise/conversion: _________
- Total additional consideration from full exercise/conversion: _________
- Period during which the security can be exercised: _________
- From: _________ To: _________
- Allocated securities will be listed for trading: _________
- Allocation is a continuation of: _________ published on: _________, Reference: _________
- Security was fully paid and consideration received in full: [ ]
- Security was fully paid, but consideration not received in full: [ ]
- Issued for ATM program: [ ]
- Other: [x] Expiration of options
2. I.B.I. Trust Management
- Type of ID: Company Registrar Number in Israel
- ID Number: 515020428
- Nature of Change: Exercise of options
- Date of Change: 05/08/2025
- Executed via TASE Clearing House: No
- Type and Name of Security: Warrants for Company Officers and Subsidiaries
- Security Number: 1197730
- Holder's Balance in Last Report: 10,956,231
- Holder's Balance After Change: 9,868,915
- Total Quantity of Securities Changed: 1,087,316
- Is this a grant of rights to purchase shares: No
- Total consideration for allocated securities: _________
- TASE number of share resulting from exercise: _________
- Number of shares resulting from full exercise/conversion: _________
- Total additional consideration from full exercise/conversion: _________
- Period during which the security can be exercised: _________
- From: _________ To: _________
- Allocated securities will be listed for trading: _________
- Allocation is a continuation of: _________ published on: _________, Reference: _________
- Security was fully paid and consideration received in full: [x]
- Security was fully paid, but consideration not received in full: [ ]
- Issued for ATM program: [ ]
- Other: [ ]
3. Registration Company of the Tel Aviv Stock Exchange Ltd.
- Type of ID: Company Registrar Number in Israel
- ID Number: 515736817
- Nature of Change: Other (Exercise of options into ordinary shares of the company)
- Date of Change: 05/08/2025
- Executed via TASE Clearing House: Yes
- Type and Name of Security: Ordinary Share 0.01
- Security Number: 1081165
- Holder's Balance in Last Report: 1,053,348,171
- Holder's Balance After Change: 1,053,863,007
- Total Quantity of Securities Changed: 514,836
- Is this a grant of rights to purchase shares: No
- Total consideration for allocated securities: _________
- TASE number of share resulting from exercise: _________
- Number of shares resulting from full exercise/conversion: _________
- Total additional consideration from full exercise/conversion: _________
- Period during which the security can be exercised: _________
- From: _________ To: _________
- Allocated securities will be listed for trading: _________
- Allocation is a continuation of: _________ published on: _________, Reference: _________
- Security was fully paid and consideration received in full: [x]
- Security was fully paid, but consideration not received in full: [ ]
- Issued for ATM program: [ ]
- Other: [ ]
Explanations:
-
- If the change affects more than one security, the effect of the change must be detailed in a separate row for each security.
-
- Date of change all changes of the same type, in the same security, made on the same day, will be summarized in one row. For this purpose – changes made through the TASE Clearing House must be separated from changes made directly in the company's books.
-
- The change for a decrease, add the sign "-".
-
- In all quantity fields, the quantity of securities must be filled in, not NIS par value.
If only the register of holders of the corporation's securities changed (without a change in the quantity of securities):
Description of the nature of the change: _________
Explanation: Describe all details of the transaction or action that caused the change in the register.
Details of the Registered Holder for Whom the Change Occurred:
- Name: _________
- Type of ID: _________
- ID Number: _________
- Date of Change: _________
- Executed via TASE Clearing House: _________
- Type and Name of Security: _________
- Security Number: _________
- Quantity of Change: _________
- Holder's Balance After Change: _________
3. Main Shareholder Register as of the Reporting Date:
| No. |
Name of
Registered
Shareholder |
Type of
ID |
ID
Number |
Security
Number
on TASE |
Type
and Par
Value
of
Shares |
Number of
Shares |
Holds
Shares
as
Trustee |
| 1 |
Registration
Company of
the Tel Aviv
Stock
Exchange
Ltd. |
Company
Registrar
Number
in Israel |
515736817 |
1081165 |
Ordinary
0.01 NIS |
1,053,863,007 |
No |
-
- Attached is a file of the shareholder register in accordance with Section 130 of the Companies Law, 1999.
-
- Attached is an updated file of the corporation's securities registers, including the register of warrant holders and the register of bondholders. marsham_neyarot_erech_-582025_isa_isa.pdf
Alt: Updated file of the corporation's securities registers, including the register of warrant holders and the register of bondholders.
Details of the authorized signatories on behalf of the corporation:
| No. |
Name
of
Signatory |
Position |
| 1 |
Adv.
Sarit
Perlmutter-Sugarman |
Corporate
Secretary |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. Staff position on the subject can be found on the Authority's website: Click here.
The field "Holder's balance in the security in the last report" for holder number 2 reflects the holdings after the change detailed for holder number 1.
Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):
Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Short Name: MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.
Address: 4 Af'al St., Petah Tikva 4951229 Phone: 076-8868962, 076-8868959 Fax: 03-9238988
Email: [email protected] Company Website: www.migdal.co.il
Previous names of the reporting entity: MIGDAL INSURANCE HOLDINGS LTD.
Electronic reporter name: Noam Havilich Position: Chief Legal Counsel Employer: Migdal Insurance Company Ltd.
Address: 4 Af'al St., Petah Tikva 4951229 Phone: 076-8868101 Email: [email protected]
Form structure update date: 06/08/2024