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Bank Hapoalim B.M.

Share Issue/Capital Change Sep 21, 2025

6991_rns_2025-09-21_1fabafea-79f7-42d1-bfc7-f201470e100c.pdf

Share Issue/Capital Change

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This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

September 21, 2025

To:

Israel Securities Authority Via MAGNA

Tel Aviv Stock Exchange Ltd. Via MAGNA

Subject: Immediate Report Regarding Results of Offering According to Shelf Offering Report

Pursuant to Section 30 of the Securities Law, 1968 and the Securities Regulations (Notice of Results of the Offer in the Prospectus), 1969, BANK HAPOALIM B.M. ("the Bank") is honored to hereby notify the results of an offering according to the Bank's shelf offering report dated August 24, 2025 (reference number: 2025-01-062780) ("the Shelf Offering Report"), which was published according to the Bank's shelf prospectus dated May 9, 2023, whose validity was extended until May 8, 2026.

1. Details of the Offer:

As part of the "Share as a Gift" program included in the Shelf Offering Report, the Bank offered eligible Bank customers (existing and new customers who join, as detailed in the Shelf Offering Report) up to 3,000 thousand NIS par value ordinary shares, registered in name, with a par value of 1 NIS each, by offering a choice between two ordinary shares of the Bank for each eligible account ("Gift Shares") or a one-time cash grant of 100 NIS ("the Cash Grant"). Customers were given the option to choose between them until September 9, 2025, all as detailed in the Shelf Offering Report.

2. The Results of the Offer are as follows:

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

  • 2.1. In total, 959,932 accounts were eligible to receive the benefit (including existing and new customers). Of these, 287,960 eligible accounts chose to receive Gift Shares, and 671,972 eligible accounts will receive the Cash Grant (of which 152,224 accounts chose the Cash Grant and 519,748 eligible accounts did not make a choice (or were only eligible for the cash benefit) and will therefore receive the Cash Grant).
  • 2.2. In total, on 19.9.25, 575,920 ordinary shares of the Bank with a par value of 1 NIS each were transferred to the eligible accounts.
  • 2.3. As stated in the Shelf Offering Report, the Bank did not receive any cash consideration and the cost of the shares was determined according to the closing price on the stock exchange on 17.9.25 (61.84 NIS per share). The cost of the shares and the cost of the cash benefit, totaling approximately 103 million NIS, will be recognized as an expense in the Bank's financial statements for the third quarter of 2025, of which approximately 93 million NIS will be attributed to the budget of the relief outline of the Bank of Israel, and simultaneously an increase in equity of approximately 35.6 million NIS will be recorded.

The Bank thanks its customers for participating in the "Share as a Gift" program.

Respectfully,

BANK HAPOALIM B.M.

Signed on behalf of the Bank by:

Pazit Grafinkel, Head of the Retail Division Adi Dauber, Head of Financial Markets Division

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