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Bank Hapoalim B.M.

Notice of Dividend Amount Aug 13, 2025

6991_rns_2025-08-13_b9cfd011-77d9-495d-9a25-62230586c829.pdf

Notice of Dividend Amount

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BANK HAPOALIM B.M.

BANK HAPOALIM LTD

Registration Number: 520000118

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T081 (Public) Transmitted via MAGNA: 13/08/2025 Israel Securities Authority Email: www.isa.gov.il Tel Aviv Stock Exchange Email: www.tase.co.il Reference: 2025-01-059962

Immediate Report on Cash Dividend Distribution for Securities

Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970

    1. We hereby report that on the date 12/08/2025, it was decided to pay a dividend.
    1. Record date (ex-date): 21/08/2025

Payment date: 31/08/2025

    1. Payment details:
  • Dividend distributed from an Israeli resident company (see section 7A for composition of dividend sources and tax rates)
  • Dividend distributed by a Real Estate Investment Trust (see section 7C for composition of dividend sources and tax rates)
Eligible
Security
Number
Security
Name
Dividend
Amount
per
Security
Dividend
Amount
Currency
Payment
Currency
Representative
Rate for
Payment Date
Individual
Tax %
Corporate
Tax %
662577 BANK
HAPOALIM
B.M.
0.9659396 NIS NIS ___ 25 0

Dividend distributed from a foreign resident company (see section 7B for tax rates)

Security
Number
Security
Name
Gross
Amount
per
Security
Amount
Currency
Tax
Abroad
%
Tax by
Treaty
%
Remaining
Individual
Tax to
Deduct in
Israel %
Remaining
Corporate
Tax to
Deduct in
Israel %
___ ___ ___ ___ ___ ___ ___ ___
Amount
to
Pay
in
Israel
per
Security
Payment
Currency
Representative
Rate
for
Payment
Date
Actual
Individual
Tax
in
Israel
%
Actual
Corporate
Tax
in
Israel
%
___ ___ ___ ___ ___

Note: The dividend amount to be paid must be specified to a precision of up to 7 digits after the decimal point when the dividend amount currency is NIS, and up to 5 digits after the decimal point if the dividend amount currency is another currency.

    1. The total amount of dividend to be paid is: 1,271,000,000 NIS _________.
    1. The balance of the corporation's profits as defined in section 302 of the Companies Law, 1999, after the distribution subject to this report is: 52,538,000,000 NIS _________.
    1. Dividend distribution approval process:

In the board of directors meeting on 12.08.2025.

The above distribution is not subject to court approval according to section 303 of the Companies Law: No

The final dividend amount per share is subject to changes due to the exercise of warrants for bank shares before the record date, if any.

Note: The final dividend amount per share can be updated up to 2 trading days before the record date.

  1. The withholding tax rates detailed below are for the purpose of withholding tax by TASE members.

7A. Composition of dividend sources distributed from an Israeli resident company from shares and financial instruments, excluding REIT.

%
of
Dividend
Individuals Companies Foreign
Residents
Income
subject
to
corporate
tax
(1)
100 25% 0% 25%
Income
originating
overseas
(2)
0 25% 23% 25%
Income
from
approved/preferred
enterprise
(3)
0 15% 15% 15%
Income
from
Irish
privileged
enterprise
until
2013
(4)
0 15% 15% 4%
Income
from
Irish
privileged
enterprise
from
2014
(5)
0 20% 20% 4%
Preferred
income
0 20% 0% 20%
Income
from
approved
tourism/agricultural
enterprise
(6)
0 20% 20% 20%
Income
from
approved/preferred
enterprise
that
submitted
waiver
notice
(7)
0 15% 0% 15%
classified
Distribution
as
capital
gain
0 25% 23% 0%
Distribution
by
Participating
unit
0 0 0 0
Other 0 0 0 0

Explanation: (1) Income subject to corporate tax – income from profit distribution or dividend originating from income produced or accrued in Israel, received directly or indirectly from another entity subject to corporate tax. (2) Income originating overseas is income produced or accrued abroad and not taxed in Israel. (3) Including income from a preferred tourism enterprise with a selection/operation year up to 2013. (4) Irish privileged enterprise with a selection year up to 2013. (5) Irish privileged enterprise with a selection year from 2014 onwards. (6) Including income from a preferred tourism enterprise with a selection/operation year from 2014 onwards. (7) Approved or preferred enterprise that submitted a waiver notice by 30.6.2015, after corporate tax was deducted.

7B. Dividend distributed from a foreign resident company

Individuals Companies Foreign
Residents
Dividend
from
a
foreign
resident
company
25% 23% 0%

7C. Dividend distributed by a Real Estate Investment Trust

%
of
Dividend
Individuals
(1)
Companies Foreign
Resident
Companies
Exempt
Trust
Fund
Pension
Fund
(2)
From real
estate
appreciation,
capital gain,
and
depreciation
(3)
___ 25% 23% 23% 0% 0%
Other
taxable
income (e.g.,
rent)
___ 47% 23% 23% 23% 0%
From income
producing
real estate
for rental
housing
___ 20% 20% 20% 0% 0%
Income taxed
by the fund
(4)
___ 25% 0% 25% 0% 0%
Extraordinary
income
___ 70% 70% 70% 60% 70%
Other ___ ___ ___ ___ ___ ___
Weighted
withholding
tax %
100% ___ ___ ___ ___ ___

(1) Individuals – including taxable trust fund income, foreign resident individuals. (2) Pension fund for pension, provident, or compensation as defined in the Income Tax Ordinance, as well as a pension fund or foreign pension fund resident in a reciprocating country. (3) From real estate appreciation or capital gain, except from the sale of real estate held for a short period, and from income in the amount of depreciation expenses. (4) Distribution from income taxed by the fund according to section 64A4(e).

    1. Number of the corporation's dormant securities not entitled to dividend payment and for which a waiver letter must be provided to receive the dividend payment: 21,865,034
    1. Effect of the dividend distribution on convertible securities:
  • The company has no convertible securities
  • The dividend distribution has no effect on convertible securities
  • The effect of the dividend distribution on convertible securities is as follows:
Security
Name
Security
Number
Remarks
BANK
HAPOALIM
B.M.
Warrant
Employees
24
1206903 The
exercise
price
of
options
granted
to
employees
will
be
reduced
by
the
amount
of
the
dividend
per
share
distributed
by
the
bank.
A
similar
adjustment
will
also
be
made
to
the
limit
prices.
For
details,
see
the
outline
and
private
placement
report
dated
8.4.2024
and
the
private
placement
report
dated
30.03.2025.
  1. Recommendations and decisions of the directors regarding the dividend distribution according to Regulation 37(a)(1) of the Securities Regulations (Periodic and Immediate Reports), 1970:

On August 12, 2025, the board of directors approved an update to the bank's dividend distribution policy (see separate immediate report published shortly before this report) and also approved, according to the updated policy, a cash dividend distribution of NIS 1,271 million (50% of the profit for the second quarter of 2025), to be paid on August 31, 2025.

    1. The bank's board of directors examined the compliance of the distribution with the profit test and the solvency test as set out in section 302 of the Companies Law, as well as its compliance with the regulations applicable to banking corporations in Israel;
    1. Regarding the profit test the profit balance according to the financial statements as of 30.6.2025, as defined in section 302 of the Companies Law, is higher than the amount to be distributed and amounts to NIS 53,809 million before the dividend distribution and NIS 52,538 million after it;
    1. Regarding the solvency test and the regulations applicable to banking corporations the board examined the effect of the distribution on the capital structure, capital adequacy, leverage ratio, and liquidity status and ratios. Among other things, the examination was based on the forecast for the coming year in relation to the bank's operating results in the year following the dividend distribution, according to which the capital adequacy and leverage ratios will not fall below the required level. The board determined that the distribution has no material effect on the bank's financial position, that there is no concern that the dividend distribution will prevent the bank from meeting its existing and expected obligations, and that the distribution meets the conditions set out in Proper Banking Management Directive 331 (Dividend Distribution by Banking Corporations). In light of the above, the board of directors determined that there is no impediment to distributing a dividend in the amount of NIS 1,271 million and decided to approve the distribution as stated.

Details of the authorized signatories on behalf of the corporation:

# Name Position
1 Ram
Gav
Other
Head
of
the
Financial
Division
-
CFO
2 Guy
Kalif
Other
Chief
Accountant

Note: 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 matter can be found on the Authority's website: Click here.

According to the terms of the deferred commitment notes (Series 5, Series 6, Series 7, Series 11, Series 12, and Series 13) issued by the bank, an adjustment will be made to the floor price for converting the said deferred commitment notes, so that the floor price will be multiplied by the ratio between the base price of the bank's share on the TASE "ex-dividend" and the closing price of the bank's share on the TASE on the last trading day before the "exdividend" date. The bank will publish a supplementary immediate report with the updated floor price after the "ex-dividend" date.

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by reference): 2024-01-034483 2025-01-022474

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Short name: BANK HAPOALIM B.M.

Address: Rothschild Blvd 50, Tel Aviv 6688314 Phone: 03-5673800, Fax: 03-5674576

Email: [email protected] Company website: http://www.bankhapoalim.co.il

Previous names of the reporting entity:

Electronic signatory name: Gilad Bloch Position: Bank Secretary Employing company name:

Address: Yehuda Halevi 63, Tel Aviv - Jaffa 6578109 Phone: 03-5673800 Fax: 03-5674576 Email: [email protected]

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