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Clal Insurance

Share Issue/Capital Change Oct 8, 2025

6731_rns_2025-10-08_b70d2177-9dd5-4ec8-98b3-070c3209f737.pdf

Share Issue/Capital Change

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CLAL INSURANCE ENTERPRISES HOLDINGS LTD.

CLAL INSURANCE ENTERPRISES HOLDINGS LTD.

Registration Number: 520036120

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T087 (Public) Sent via MAGNA: 08/10/2025

Israel Securities Authority: www.isa.gov.il Tel Aviv Stock Exchange: www.tase.co.il

Reference: 2025-01-074322

Capital Structure, Grant of Rights to Purchase Shares, and Registers of the Corporation's Securities and Their Changes

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:

Expiration of
employee
options
due
to termination of employer-employee relations, programs
2023-2025

Explanation: Briefly describe the nature of the change.

Reference
numbers
of
previous
reports
on
the
subject:
,
,
---------------------------------------------------------------------------- ------------

1. 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,
1
NIS
par
value
224014 100,000,000 Last
Report:
80,046,138
Current:
80,046,138
Warrant
A,
Program
06/2023
1198647 0 Last
Report:
425,957
Current:
425,957
Warrant
A,
Program
06/2024
1208552 0 Last
Report:
1,286,805
Current:
1,286,805
Warrant
A,
Program
06/2025
1223080 0 Last
Report:
130,000
Current:
130,000
Warrant
B,
Program
06/2025
1223098 0 Last
Report:
470,000
Current:
470,000
Bonds
Series
1
1193481 0 Last
Report:
549,100,060
Current:
549,100,060
Bonds
Series
2
1193499 0 Last
Report:
149,989,800
Current:
149,989,800
Bonds
Series
3
1201391 0 Last
Report:
850,000,000
Current:
850,000,000

Explanation: All securities of the company must be detailed, including securities not listed for trading.

2. The Corporation Announces That:

From date: 12/08/2025 To date: 01/10/2025

There was a change only in the register of holders of the corporation's securities (without a change in the quantity of the corporation's securities) as a result of:

Description of the nature of the change:

Expiration of employee options due to termination of employer-employee relations, programs 2023-2025

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:

  1. Name of registered holder: I.B.I. Trust Management Ltd.

Type of identification number: Number in the Israeli Companies Registrar

Identification number: 515020428

Date of change: 01/10/2025

Executed via TASE clearing house: No

Type and name of security: Warrant A, Program 06/2023

Security number: 1198647

Quantity of change: 0

Holder's balance after the change: 425,957

  1. Name of registered holder: I.B.I. Trust Management Ltd.

Type of identification number: Number in the Israeli Companies Registrar

Identification number: 515020428

Date of change: 01/10/2025

Executed via TASE clearing house: No

Type and name of security: Warrant A, Program 06/2024

Security number: 1208552

Quantity of change: 0

Holder's balance after the change: 1,286,805

  1. Name of registered holder: I.B.I. Trust Management Ltd.

Type of identification number: Number in the Israeli Companies Registrar

Identification number: 515020428

Date of change: 01/10/2025

Executed via TASE clearing house: No

Type and name of security: Warrant B, Program 06/2025

Security number: 1223098

Quantity of change: 0

Holder's balance after the change: 470,000

3. Main Shareholder Register as of the Reporting Date:

No. Name
of
Registered
Shareholder
Type
of
ID
Number
ID
Number
Security
Number
on
TASE
Type
and
Par
Value
of
Shares
Number
of
Shares
Holds
Shares
as
Trustee
1
  1. Attached is a file of the shareholder register in accordance with Section 130 of the Companies Law, 1999:

081025_מניה_isa.pdf

Alt: Shareholder register file as of the reporting date

  1. Attached is an updated file of the corporation's securities registers, including the register of option holders and the register of bondholders:

081025אופציה_isa.pdf

Alt: Updated securities registers file including options and bonds

Authorized Signatories for the Corporation:

No. Name
of
Signatory
Position
1 Adv.
Adi
Barkan
Stern
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. The staff's position on the matter can be found on the Authority's website: Click here

Option Plan Explanation:

The option plan is based on a mechanism whereby, upon exercise of options, shares are allocated to the exerciser only according to the value of the benefit (the difference between the market price and the exercise price (cashless exercise)).

The calculation of the number of shares resulting from the exercise of the options, as detailed below, is made under the theoretical maximum assumption of full exercise of all options into company shares at the company's share price set as the cap for the benefit value (for the 2023 plan, a cap price of NIS 113.58 per share was set; for the 2024 plan, a cap price of NIS 85.75 per share on average; and for the 2025 option plan, a cap price of NIS 156.80 per share was set). It should be emphasized that the above is only a theoretical assumption, as the actual number of shares to be allocated will reflect the cash benefit value embedded in the options at the time of exercise, which will be lower.

Below are the exercise ratios of the options to shares according to the above:

  • Warrant A, Program 06/2023: 0.487
  • Warrant A, Program 06/2024: 0.250
  • Warrant A and B, Program 06/2025: 0.375

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by reference):

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

Short Name: CLAL INSURANCE ENTERPRISES HOLDINGS LTD.

Address: Raul Wallenberg 36, Tel Aviv, P.O. Box 37070, 6136902

Phone: 03-6387575, 03-6387577

Fax: 03-6397011

Email: [email protected]

Previous names of the reporting entity:

Name of electronic reporter: Barkan Stern Adi

Position: Corporate Secretary

Employer company name: CLAL INSURANCE COMPANY LTD.

Address: Raul Wallenberg 36, Tel Aviv, P.O. Box 37070, 6136902

Phone: 077-6387634

Fax: 03-7965879

Email: [email protected]

Form structure update date: 06/08/2024

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