Notice of Dividend Amount • Nov 27, 2025
Notice of Dividend Amount
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Registry Number: 511930125
To: Israel Securities Authority – www.isa.gov.il To: Tel Aviv Stock Exchange Ltd – www.tase.co.il
Form Number: T081 (Public)
Transmitted via MAGNA: 27/11/2025 Reference: 2025-01-093857
Supplementary Report to the report submitted on: 25/11/2025
Reference Number of that report: 2025-01-091614
Section 3 of the form – Adjustment of the dividend per share amount following the exercise of warrants.
Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970
We hereby report that on: 24/11/2025, a decision was made to pay a dividend.
Record date (Ex-date): 02/12/2025
Payment date: 11/12/2025
| Eligible security number |
Security Name |
Dividend per security |
Currency of dividend |
Currency of payment |
Representative rate for payment (as of) |
Individual Tax % |
Corporate Tax % |
|---|---|---|---|---|---|---|---|
| 1101534 | Ordinary share |
1.1903193 | NIS | NIS | 25 | 0 |
Dividend distributed by a foreign company (tax rates see section 7b)
Note: The dividend amount to be paid must be noted up to 7 decimal places when the dividend is in NIS, and up to 5 decimal places when in a foreign currency.
Total dividend to be paid: 200,000,000 NIS
The corporation's retained earnings (as defined in Section 302 of the Companies Law, 1999) after the distribution described in this report: 1,671,000,000 NIS
Dividend approval procedure:
The dividend distribution was approved by the company's board of directors on 24 November 2025.
The above distribution is not subject to court approval according to section 303 of the Companies Law: No
Exercise of non-traded warrants up until the record date.
Note: The final dividend per share may be updated up to 2 trading days prior to the record date.
7a. Source composition of distributed dividend by an Israeli resident company (excluding REIT)
| % of dividend | Individuals | Companies | Foreign residents | |
|---|---|---|---|---|
| Income subject to corporate tax (1) | 100 | 25% | 0% | 25% |
| Income sourced from abroad (2) | 0 | 25% | 23% | 25% |
| Approved/preferred enterprise income (3) | 0 | 15% | 15% | 15% |
| Irish privileged enterprise income until 2013 (4) | 0 | 15% | 15% | 4% |
| Irish privileged enterprise income from 2014 (5) | 0 | 20% | 20% | 4% |
| Preferred income | 0 | 20% | 0% | 20% |
| Approved tourist/agri. enterprise (6) | 0 | 20% | 20% | 20% |
| Approved/preferred enterprise with waiver (7) | 0 | 15% | 0% | 15% |
| Distribution classified as capital gain | 0 | 25% | 23% | 0% |
| Distribution by Participating unit | 0 | 0 | 0 | 0 |
| Other | 0 | 0 | 0 | 0 |
| Individuals | Companies | Foreign Residents | |
|---|---|---|---|
| Dividend from foreign resident company | 25% | 23% | 0% |
| % of Dividend |
Individuals (1) |
Companies | Foreign Companies |
Exempt Trust Fund |
Pension Fund (2) |
|
|---|---|---|---|---|---|---|
| From land appreciation, capital gain & depreciation (3) |
25% | 23% | 23% | 0% | 0% | |
| Other taxable income (e.g. rent) | 47% | 23% | 23% | 23% | 0% | |
| From income producing real estate for rental housing |
20% | 20% | 20% | 0% | 0% | |
| Income taxed by the fund (4) | 25% | 0% | 25% | 0% | 0% | |
| Extraordinary income | 70% | 70% | 70% | 60% | 70% | |
| Other | ||||||
| Weighted withholding tax rate % | 100% |
| 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. |
| 8. Number of the corporation's dormant securities not entitled to dividend payment and for which a waiver letter must | |
|---|---|
| be produced to receive the dividend payment: |
| Security Name |
Security Number |
Remarks |
|---|---|---|
| Cellcom Op 2007 |
1106038 | In the event of a cash dividend payment by the company to its ordinary shareholders, where the record date for entitlement to a dividend is after the allocation of the warrants but before their exercise date, on the "ex-dividend" date set by the exchange, the exercise price of each warrant will be reduced by the full amount of the dividend paid for each company share, provided that the exercise price of each warrant does not fall below the par value of the company's share. |
The company's board of directors has examined the company's compliance with the profit and solvency criteria prescribed in Section 302 of the Companies Law, 1999, and determined that the company meets these criteria with respect to the said dividend distribution. For the profit criterion, the board approved the said dividend distribution based on the company's financial statements as of September 30, 2025. The company has a distributable surplus of about NIS 1,871 million, with distributable profits accrued in the past two years totaling about NIS 406 million. Therefore, the dividend distribution passes the profit criterion. For the solvency criterion, the board examined the company's expected cash flows, its cash and cash equivalents, the deficit in working capital, available financing sources and credit facilities and their renewal, as well as assessed the company's access to future credit sources for repayment of existing and expected obligations and for passing the dividend distribution criteria. In doing so, the board took into account the financial covenants related to the company's financial debt. The board also assessed the impact of the said dividend distribution on the company's operations in its current form, including its effect on the company's investment plans, financial condition, liquidity, capital structure and leverage, all based on the company's principal forecasts. Based on the foregoing, the board believes that there is no reasonable concern that the said dividend distribution will prevent the company from meeting its current and expected obligations, and the so distributed dividend is not expected to materially adversely affect the company's financial situation, including its capital structure, liquidity, or ability to continue its current business.
| Signatory Name | Position | |
|---|---|---|
| 1 | Larisa Cohen | Other: VP Legal Counsel and Regulation |
Explanation: As per Regulation 5 to 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. Staff position on this issue can be found on the Authority's website: Click here.
In continuation of Section 4.2 of Chapter A of the company's 2024 financial statements regarding the dividend policy, the company announces that, together with the decision on the dividend distribution, the board resolved to cancel the said policy. The board will examine from time to time the distribution of dividends to the company's shareholders, considering, among other things, legal requirements and the company's business condition.
Address: HaGavish 10, Netanya 4250708
Phone: 052-9989595 Fax: 09-8607986
Email: cellcom\[email protected]
Electronic report signatory: Larisa Cohen Position: VP Legal Counsel & Corporate Secretary Company's address: HaGavish 10,
Netanya 4250708 Phone: 052-9989595 Fax: 09-8607986
Email: [email protected]
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