Capital/Financing Update • Oct 23, 2025
Capital/Financing Update
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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.
("the Company")
October 23, 2025
To:
Israel Securities Authority Via MAGNA www.isa.gov.il
Tel Aviv Stock Exchange Ltd. Via MAYA www.tase.co.il
Dear Sir/Madam,
Subject: Supplementary Immediate Report Regarding Private Offering of Bonds (Series 15 of the Company by Way of Series Expansion as Part of the Replacement of Tier 1 Capital Instruments)
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.
Further to the Company's immediate report[¹⁰¹] regarding the execution of a public offering of deferred undertakings (Series 15 of Clal Capital Raising Ltd. (hereinafter: "Clal Capital Raising" and "Undertakings (Series 15 of Clal Capital Raising", respectively) which were listed for trading on the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange") and whose proceeds were recognized as additional Tier 1 capital of Clal Insurance, subject to limitations on the maximum rate of additional Tier 1 capital, in accordance with the provisions of the law, and regarding the approval of the boards of directors of the Company, Clal Insurance Company Ltd. (hereinafter: "Clal Insurance") and Clal Capital Raising for the replacement of a capital note in the amount of NIS 450 million, linked to the Consumer Price Index, which Clal Insurance issued to the Company on October 29, 2020, and which was recognized as an additional Tier 1 capital instrument (hereinafter: "the Capital Note"), with undertakings (Series 15 of Clal Capital Raising, of identical economic value, which will be determined based on a replacement formula detailed in an economic report, prepared by an external independent economic consulting firm (hereinafter: "the Economic Report"), the Company is honored to update that on October 23, 2025, Clal Capital Raising published a private allocation report (supplementary) (hereinafter: "the Clal Capital Raising Report"), according to which the Company will be allocated, in a private offering, NIS 555,371,121 par value of undertakings (Series 15 of Clal Capital Raising, inter alia, after receiving the approval of the Commissioner of the Capital Market, Insurance and Savings at the Ministry of Finance for the said allocation. The Economic Report was attached to the Clal Capital Raising Report.
The undertakings (Series 15) to be allocated to the Company, in place of the Capital Note, will be subject to restrictions on resale in accordance with the provisions of Section 15C of the Securities Law, 1968 and the regulations enacted thereunder. The allocation of the undertakings (Series 15) to the Company is subject to the approval of the Stock Exchange for their listing for trading.
CLAL INSURANCE ENTERPRISES HOLDINGS LTD. By: Eran Czerninski, Head of the Financial Division
¹⁰¹ Immediate reports from the dates September 11, 2025, September 21, 2025, October 15, 2025, October 19, 2025, October 20, 2025, and October 21, 2025 (Reference numbers: 2025- 01-068861, 2025-01-070969, 2025-01-075456, 2025-01-077163, 2025-01-077908, and 2025- 01-078677, respectively)
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