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Clal Insurance

AGM Information Nov 6, 2025

6731_rns_2025-11-06_b583239e-396d-4f6a-9c07-bf43bf1ea098.pdf

AGM Information

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CLAL INSURANCE ENTERPRISES HOLDINGS LTD.

Immediate Report on Meeting Results Regulation 36d of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Registered Company), 2000

Explanation: This form is used for reporting all types of meetings. Clarification: This form must be filled for every type of security for which a notice of meeting invitation was published (T-460)

  1. Meeting ID Number: 2025-01-071367

Security Number in Stock Exchange enabling participation: 224014 Stock Exchange name of entitled security: Par Value 1 NIS

  1. At the meeting, Annual and Special General Meeting, convened on 06/11/2025, notification published on reference 2025-01- 079704, with the following topics and decisions on the agenda:
No. Agenda
topic per
T460
Topic Details Resolution Summary Meeting
Decision
1 1 Discussion of the audited annual financial
statements of the company for the year
ended December 31, 2024, and the Board
of Directors' report on the company's affairs
as of December 31, 2024.
Discussion of the audited annual financial
statements of the company for the year ended
December 31, 2024, and the Board of
Directors' report on the company's affairs as
of December 31, 2024.
Report
only
2 2 Approval of the continued tenure of the
accounting firms Kost Forer, Gabbay &
Kasierer and Somekh Chaikin as the
company's joint auditors for another term
Approval of continued tenure for the above
firms as auditors for an additional term (until
the next annual general meeting to appoint
auditors)
Approve
3 3 Election and appointment of Mr. Haim
Samet (currently the Chairman of the Board
of Directors) as a regular director (not an
external director)
Election and appointment of Mr. Haim Samet
as a regular director (not an external director)
until the company's next annual general
meeting
Approve
4 4 Election and appointment of Ms. Chana
Mazal (Mali) Margaliot as a regular director
(not an external director)
Election and appointment of Ms. Chana Mazal
(Mali) Margaliot as a regular director (not an
external director) until the next annual general
meeting
Approve
5 5 Election and appointment of Ms. Mia
Liquornik as a regular director (not an
external director, classified as an
independent director)
Election and appointment of Ms. Mia Liquornik
as a regular director (not an external director,
classified as independent) until the next
annual general meeting
Approve
6 6 Election and appointment of Mr. David
Granot as a regular director (not an external
director)
Election and appointment of Mr. David Granot
as a regular director (not an external director)
until the next annual general meeting
Approve
7 7 Election and appointment of Mr. Aharon
Fogel as a regular director (not an external
director)
Election and appointment of Mr. Aharon Fogel
as a regular director (not an external director)
until the next annual general meeting
Approve
8 8 Election and appointment of Mr. Muki
(Moshe) Abramovich as a regular director
(not an external director, classified as
independent)
Election and appointment of Mr. Muki (Moshe)
Abramovich as a regular director (not an
external director, classified as independent),
until the next annual general meeting, subject
to the company's articles of association
Approve
9 9 Approval of update to the company's
indemnity letter, and its grant to officers in
the company and its subsidiaries who
currently serve or may serve in the
company
Approval of the update to the company's
indemnity letter, and granting it to officers as
described
Approve
10 10 Approval of amendment of the definitions
section and regulation 56.1 of the articles of
association
Approval of amendment to the definition
section and regulation 56.1 of the articles of
association
Approve
11 11 Approval of updating the compensation
policy for company's officers, applicable for
2026–2028, as specified in sections 267a
and 267b of the Companies Law, 1999
Approval of updated compensation policy for
2026–2028, as per the Companies Law
Approve
12 12 Approval of update to the tenure and
employment terms of Mr. Haim Samet,
Chairman of the Board, as per section 273
and section 2 of the Compensation Law for
officers in effect from 2025 and on
Approval of update to tenure and employment
terms of Mr. Haim Samet as per section 273
and section 2 of the law in effect from 2025
and onwards
Approve
13 13 Approval of update to tenure and
employment terms of Mr. Yoram Naveh,
Approval of update to Mr. Yoram Naveh's
tenure and employment as per section
Approve
No. Agenda
topic per
T460
Topic Details Resolution Summary Meeting
Decision
CEO, as per section 272(g1) of the
Companies Law and section 2 of the
Compensation Law for officers in effect from
2025 and on
272(g1) and section 2 of the Compensation
Law in effect from 2025 and onwards
14 14 Approval of private allocation of 10,572
restricted share units to the company CEO,
convertible into ordinary shares as per
section 272(g1) of the Companies Law
Approval of private allocation of 10,572
restricted share units to the CEO, convertible
into ordinary shares as per section 272(g1)
Approve

Detailed Voting Data for Decisions Where the Required Majority is Not "Regular Majority":

[Selected rows with actual voting percentages:]

  1. Approval of the update to the company's indemnity letter, and its grant to officers in the company and subsidiaries:

Total voting rights: 80,044,260

Securities participated: 56,901,431

For: 56,795,703 (99.81%)

Against: 105,728 (0.19%)

Out of non-interested parties: For: 99.81%; Against: 0.19%

Percentage of votes for from non-controlling shareholders: 99.81%

Against out of total: 0.13%

Company classified any shareholder who voted against as having personal interest: No

  1. Approval of amendment to the definition section and reg. 56.1:

Total voting rights: 80,044,260

Securities participated: 56,955,131

For: 56,848,634 (99.81%)

Against: 106,497 (0.19%)

Out of non-interested parties: For: 99.81%; Against: 0.19%

Percentage of votes for from non-controlling shareholders: 99.81%

Against out of total: 0.13%

Company classified any shareholder who voted against as having personal interest: No

  1. Approval of updated compensation policy for officers for 2026–2028:

For: 49,143,796 (86.28%)

Against: 7,811,634 (13.72%)

Percentage of votes for from non-controlling shareholders: 86.28%

Against out of total: 9.76%

Company classified any shareholder who voted against as having personal interest: No

  1. Approval of update to terms for Mr. Haim Samet:

  2. For: 43,687,493 (76.70%)

  3. Against: 13,267,937 (23.30%)
  4. Percentage of votes for from non-controlling shareholders: 76.70%
  5. Against out of total: 16.58%
  6. Company classified any shareholder who voted against as having personal interest: No
    1. Approval of update to Mr. Yoram Naveh, CEO:
  7. For: 54,802,829 (96.22%)
  8. Against: 2,152,604 (3.78%)
  9. Percentage of votes for from non-controlling shareholders: 96.22%
  10. Against out of total: 2.69%
  11. Company classified any shareholder who voted against as having personal interest: No
    1. Approval of private allocation of 10,572 restricted share units to the CEO:
  12. For: 49,487,268 (86.89%)
  13. Against: 7,468,174 (13.11%)
  14. Percentage of votes for from non-controlling shareholders: 86.89%
  15. Against out of total: 9.33%
  16. Company classified any shareholder who voted against as having personal interest: No
    1. Details of institutional voters, interested parties or senior officers: TXT file 49_2025-01-071367.txt

Note to Section 3—In reporting the absence of personal interest of a voter (including a proxy), the company relied, among other things, on the declarations of participating shareholders and their proxies according to the matter.

Below are details regarding business relations between the company and institutional entities, funds, interested parties who participated in the vote ("voting entities"):

Naturally, among other things considering the size of Clal group, its holdings, and its extensive business activities in various industries in Israel and around the world, some voting entities that voted in the meeting conduct business with the company and group members. To the Company's best knowledge, these regular and non-material relationships (though for some entities may not be negligible) include: contracts regarding insurance/pension/financial services; investments by group members in traded and/or nontraded securities and financial products of voting institutional entities/their groups and vice versa; financial/pension marketing/consulting services; insurance brokerage; consulting services; underwriting and distribution for offerings; sales/rental of space and assets; real estate management; trustee services; credit facilities; and may include non-material business by way of joint investments in third parties and/or real estate, including investment funds, credit consortiums, joint business projects and similar activities.

For more details see the full Hebrew document or contact the company.

Company Secretary: Adv. Adi Barkan Stern

Contact info: Clal Insurance Enterprises Holdings Ltd. Raoul Wallenberg 36, Tel Aviv, P.O. Box 37070, 6136902 Phone: 03-6387575, 03- 6387577 Fax: 03-6397011 Email: [email protected]

Electronic reporter name: Barkan Stern Adi Position: Company Secretary Employer: Clal Insurance Company Ltd. Alternate contact: [email protected]

Previous entity names:

The company's securities are listed for trading on the Tel Aviv Stock Exchange.

Form structure last updated: 06/08/2024

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