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Cellcom Israel Ltd.

Notice of Dividend Amount Nov 25, 2025

6724_rns_2025-11-25_3e84164d-1237-490e-9365-6c0e3e7bc52c.pdf

Notice of Dividend Amount

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Immediate Report on Cash Dividend Distribution for Securities

Date Broadcasted on MAGNA: 25/11/2025 Reference Number: 2025-01-091614

  1. We hereby report that on 24/11/2025, a decision was made regarding the payment of a dividend.

  2. Record date (ex-date): 02/12/2025

  3. Payment date: 11/12/2025

3. Payment Details:

The distributed dividend is from a company resident in Israel (see section 7a for composition of dividend sources and tax rates).

Eligible
security
number
Security
name
Dividend amount
per security
Dividend
amount
currency
Payment
currency
Representative
exchange rate date
Individual tax
rate %
Corporate tax
rate %
1101534 Ordinary
Share
1.1903227 NIS NIS 25 0

Note: The dividend per share amount is subject to changes due to the exercise of non-tradable warrants, if any, before the record date.

    1. The total dividend amount to be paid is: 200,000,000 NIS
    1. The retained earnings of the corporation, as defined in section 302 of the Companies Law, 1999, after this distribution, will stand at: 1,671,000,000 NIS
    1. Dividend distribution approval process:

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 dividend distribution was approved by the Company's Board of Directors on November 24, 2025.

This distribution does not require court approval under section 303 of the Companies Law.

7. Withholding tax rates for this distribution (for TASE members):

7a. Composition of distributed dividend sources from an Israeli resident company (for shares and financial instruments, excluding REITs):

All (100%) of the dividend is sourced from income subject to corporate tax

Individuals: 25% Companies: 0%

Foreign residents: 25%

Other categories (abroad income, approved/privileged enterprises, capital gain classification, etc.) are 0% for this distribution.

7b. Dividend distributed from a foreign resident company:

Individuals: 25% Companies: 23% Foreign residents: 0%

7c. Dividend distributed by a real estate investment fund (REIT):

Table with specific categories and respective tax rates, all fields blank as not relevant for this case.

8. Number of the company's dormant securities not entitled to dividend payment for which a
waiver letter must be submitted:
  1. Effect of the dividend distribution on convertible securities:

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 dividend distribution affects convertible securities as follows:

Security name: Cellcom Op 2007 Security number: 1106038

Notes:

In the event of a cash dividend paid by the company to its ordinary shareholders, where the record date granting the right to receive the dividend falls after the allocation of the warrants but before their maturity for conversion into shares, on the exdividend date (as determined by the Stock Exchange), the exercise price of each warrant will be reduced by the full amount of the dividend per company share, provided that the exercise price shall not fall below the nominal value of the company's share.

10. Directors' recommendations and decisions regarding the dividend distribution in accordance with Regulation 37(a)(1) of the Securities (Periodic and Immediate Reports) Regulations, 1970:

The Board of Directors examined the company's compliance with the profit test and solvency test as set out in section 302 of the Companies Law, 1999, and determined that the company complies with these tests regarding this dividend distribution.

Profit test: The Board approved the distribution based on the company's financial statements as of September 30, 2025. The company has a distributable surplus of approximately NIS 1,871 million, with distributable profits from surpluses accumulated over the past two years totaling approximately NIS 406 million. Thus, the distribution passes the profit test.

Solvency test: The Board reviewed the company's expected cash flows, cash and cash equivalents, working capital deficit, available funding sources and credit frameworks (and their renewals), and evaluated access to future credit for settling existing and expected obligations. The Board also considered the company's financial covenants regarding its financial obligations. The effect of the dividend on business operations, investment plans, financial standing, liquidity, capital structure, and leverage (all based on company forecasts) was evaluated as well. The Board is of the opinion that there is no reasonable concern that this dividend distribution will prevent the company from being able to meet its existing and expected obligations as they become due, and the payment of this dividend is not expected to materially adversely affect the company's financial condition, capital structure, liquidity or business continuity.

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.

Authorized signatory details for the corporation:

Name: Larisa Cohen

Position: Vice President Legal and Regulation

Address: Habgish 10, Netanya 4250708

Telephone: 052-9989595

Fax: 09-8607986

Email: cellcom\[email protected]

Lastly, according to section 4.2 of Part A of the Company's 2024 financial statements regarding the Company's dividend distribution policy, the Board decided to cancel the policy concurrent with this dividend resolution. The Board will review, from time to time, the distribution of dividends to shareholders, taking into account, among other things, legal requirements and the company's business situation.

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

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