Major Shareholding Notification • Oct 16, 2025
Major Shareholding Notification
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| Registry | Number: | 510960719 | ||
|---|---|---|---|---|
| ---------- | --------- | -- | -- | ----------- |
To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T077 (Public) Sent via MAGNA: 16/10/2025 Reference: 2025-01-076265
| Regulation | 33 (c)-(d) |
of the Securities |
Regulations | (Periodic and |
Immediate | Reports), | 1970 |
|---|---|---|---|---|---|---|---|
Below is the status as of 30/09/2025:
A. Interested Parties in the Corporation (including CEO and directors, and any other employee holding five percent or more of the issued share capital or voting power):
| Holder Number |
Holder Name |
Name, Type, and Series of Security |
Updated Quantity of Securities |
Holding Percentage |
Holding Percentage (Full Dilution) |
|---|---|---|---|---|---|
| 1 | Azrieli Holdings Inc |
AZRIELI GROUP LTD |
67,452,724 | 55.62% equity, 61.31% voting |
55.34% equity, 61.0% voting |
| 2 | The Azrieli Foundation |
AZRIELI GROUP LTD |
10,373,638 | 8.55% equity, 8.55% voting |
8.51% equity, 8.51% voting |
| 3 | The Azrieli Foundation (Israel) R.A |
AZRIELI GROUP LTD |
6,902,000 | 5.69% equity, 0% voting |
5.66% equity, 0% voting |
| 4 | Peres Nechemia Jacob |
Bonds (Series 8) |
175,000 | 0% equity, 0% voting |
0% equity, 0% voting |
Total holding percentage: 69.86% equity, 69.86% voting
Total holding percentage (full dilution): 69.51% equity, 69.51% voting
| Holder Number |
Holder Name |
Name, Type, and Series of Security |
Updated Quantity of Securities |
Holding Percentage |
Holding Percentage (Full Dilution) |
|---|---|---|---|---|---|
| 5 | Eyal Chenkin |
Azrieli Employee Options |
234,350 | 0% equity, 0% voting |
0.19% equity, 0.19% voting |
| 6 | Ariel Goldstein |
Azrieli Employee Options |
50,033 | 0% equity, 0% voting |
0.04% equity, 0.04% voting |
| 7 | Nirit Zeevi |
Azrieli Employee Options |
37,524 | 0% equity, 0% voting |
0.03% equity, 0.03% voting |
| 8 | Tamir Amar |
Azrieli Employee Options |
22,932 | 0% equity, 0% voting |
0.02% equity, 0.02% voting |
| 9 | Sharon Arie |
Azrieli Employee Options |
40,026 | 0% equity, 0% voting |
0.03% equity, 0.03% voting |
| 10 | Rachel Mittelman |
Azrieli Employee Options |
32,834 | 0% equity, 0% voting |
0.03% equity, 0.03% voting |
| 11 | Elad Alon |
Azrieli Employee Options |
21,681 | 0% equity, 0% voting |
0.02% equity, 0.02% voting |
| 12 | Michal Alaluf Tamir |
Azrieli Employee Options |
15,635 | 0% equity, 0% voting |
0.01% equity, 0.01% voting |
| 13 | Amihay Kilstein |
Azrieli Employee Options |
30,228 | 0% equity, 0% voting |
0.02% equity, 0.02% voting |
Total holding percentage: 0% equity, 0% voting
Total holding percentage (full dilution): 0.39% equity, 0.39% voting
Azrieli Holdings Inc
Holder name in English as in passport: Azrieli Holdings Inc
Azrieli Holdings Inc (hereinafter: "Azrieli Holdings") is a private company incorporated under Canadian law. As reported to the company, Azrieli Holdings is controlled by Sharon Azrieli, Naomi Azrieli, and Dana Azrieli, directly or through Canadian holding companies. Azrieli Holdings currently holds, directly and indirectly, about 55.62% of the shares of AZRIELI GROUP LTD (hereinafter: "the company") through its full ownership of Nadav Investments Inc. (hereinafter: "Nadav Investments"), which is the direct controlling shareholder of the company, and about 61.31% of the voting rights in the company (including all voting rights from the donation shares, see note regarding holder no. 3 below). Until his death in July 2014, Mr. David Azrieli held, directly and indirectly, about 44.77% of the share capital in Azrieli Holdings and all voting rights in Azrieli Holdings (including voting rights in his children's shares held in trust by him). After his death, the shares of Azrieli Holdings and his shares in David Holdings Corporation were transferred to his estate, and Sharon Azrieli, Naomi Azrieli, and Dana Azrieli were appointed as the three directors of Azrieli Holdings and Nadav Investments. As reported to the company, on April 13, 2015, the shares of Azrieli Holdings and David Holdings Corporation were distributed from Mr. Azrieli's estate. Following this distribution, each of Sharon, Naomi, and Dana Azrieli holds, directly and through David Holdings Corporation, about 28.02% of the equity rights in Azrieli Holdings and about 33.13% of the voting rights in Azrieli Holdings, and together they hold about 84.06% of the equity rights and about 99.39% of the voting rights. The remaining shares of Azrieli Holdings are mainly held by The Azrieli Foundation of Canada (an interested party in the company), which, following the estate distribution, holds (indirectly, through David Holdings Corporation) 15.93% of Azrieli Holdings shares, without voting rights (constituting, indirectly, a holding of about 8.86% of the company's equity rights), in addition to its direct holding of 8.55% of the company's equity and voting rights. As reported to the company, on March 20, 2017, a shareholders' agreement ("2017 Agreement") was signed between Sharon, Naomi, and Dana Azrieli (the controlling shareholders), Azrieli Holdings, Nadav Investments, and David Holdings Corporation (the holding companies). The controlling shareholders control the holding companies, which hold about 55.62% of the company's share capital and about 61.31% of the voting rights ("voting rights in the company"). The 2017 Agreement replaces a previous agreement from November 2012 and regulates the relationships between the controlling shareholders and the holding companies regarding their rights in the company. The agreement includes provisions regarding the sale and transfer of shares, including lock-up period, right of first refusal, right of first offer, tagalong, and exceptions for certain sales (drip sales) on the stock exchange. The agreement also stipulates that the use of voting rights in the company will be determined by the controlling shareholders (by majority decision), except that each controlling shareholder has the right to appoint one director, and the use of voting rights for appointing additional directors will be decided by majority. An additional agreement was signed among all direct shareholders of Azrieli Holdings to ensure the subordination of Azrieli Holdings to some provisions of the 2017 Agreement, as required by Canadian law. The 2017 Agreement does not change the identity of the controlling shareholders or
their holding percentage. As of the report date, Sharon, Naomi, and Dana Azrieli are the controlling shareholders of the company.
The Azrieli Foundation (hereinafter: "the Foundation") is a registered Canadian public foundation for charitable purposes, incorporated and based in Canada, whose assets are intended for donations and funding philanthropic activities in Israel and Canada. The Foundation receives its donations mainly from private companies controlled by the Azrieli family and from the family privately. The Foundation has no controlling shareholder and is managed by its board of directors, which makes all decisions, including those regarding donations, investments, or actions in the company's shares held by it. Board members are elected annually by the Foundation's members and constitute all members of the Foundation. The Foundation's bylaws require that most board members be independent directors (as defined by Canadian tax law). Accordingly, the board consists of 7 members, 4 of whom are independent. A quorum for meetings is a simple majority of board members, including a majority of independent directors. Board decisions are made by a simple majority. As reported to the company, on April 13, 2015, the shares of David Holdings Corporation (see note 1 above), which holds Azrieli Holdings (as defined in note 1 above), were distributed from Mr. David Azrieli's estate. Following this distribution, the Foundation holds indirectly (through David Holdings Corporation) about 15.93% of the equity rights in Azrieli Holdings, without voting rights (constituting, indirectly, a holding of about 8.86% of the company's equity rights), in addition to its direct holding of 8.55% of the company's equity and voting rights, as detailed above.
An agreement was signed on March 13, 2014, between Azrieli Holdings Inc, the controlling shareholder of the company ("Azrieli Holdings"), and The Azrieli Foundation (Israel) R.A, a non-profit association registered in Israel that operates, among other things, to promote education and culture through projects in culture, welfare, and science ("the Foundation"). According to the donation agreement, Azrieli Holdings donated, free of charge, 6,902,000 ordinary shares of 0.1 NIS par value each of the company ("donation shares"), constituting about 5.69% of the company's issued capital. The donation was subject to three conditions: 1. The Foundation must hold the donation shares and not transfer or dispose of them for at least 10 years from the agreement date ("restriction period"); after the restriction period, any transfer of the donation shares by the Foundation requires a special majority of at least 75% of the board members eligible to vote ("special approval"). 2. After the restriction period and subject to special approval, any future transfer of the donation shares will be subject to a right of first refusal in favor of Azrieli Holdings; 3. All voting rights from the donation shares will remain with Azrieli Holdings, and the Foundation will sign the required irrevocable powers of attorney for the restriction period. In case of a future sale of the donation shares by the Foundation, the powers of attorney will expire, and the voting rights will transfer to the buyer. Following the receipt of the donation shares, the Foundation became an interested party in the company as defined in the Securities Law, 1968, and under the donation agreement, Azrieli Holdings and the Foundation are considered "joint holders" as defined in the Securities Law; regarding obligations under the Companies Law for controlling shareholders, the company will treat the Foundation as a controlling shareholder together with Azrieli Holdings, even if not required by law, unless otherwise notified by the company in an immediate report.
Yes
Total holding percentage (%) in the corporation's capital by all controlling shareholders: 55.62%
| No. | Name of Signatory |
Position |
|---|---|---|
| 1 | Adv. Nirit Zeevi |
Other: Deputy CEO, Legal Advisor, and Company Secretary |
Short name: AZRIELI GROUP LTD
Address: Azrieli Center 1, Tel Aviv 67021
Phone: 03-6081400, 03-6081300
Fax: 03-6081380
Email: [email protected]
Company website: www.azrieligroup.com
Electronic reporter name: Nirit Zeevi Position: Deputy CEO and Legal Advisor
Address: Azrieli Center 1, Tel Aviv 67021
Phone: 03-6081383 Fax: 03-6081717
Email: [email protected]
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