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Bank Hapoalim B.M.

Notice of Dividend Amount Nov 30, 2025

6991_rns_2025-11-30_42d67fc8-4d51-430e-bf71-a853596d5500.pdf

Notice of Dividend Amount

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BANK HAPOALIM B.M.

Company registration number: 520000118

To:

Israel Securities Authority (www.isa.gov.il)

Tel Aviv Stock Exchange Ltd. (www.tase.co.il)

Form Number: T081 (Public)

MAGNA transmission date: 30/11/2025

Reference: 2025-01-094636

Supplementary Report to the Report Filed on 26/11/2025 (Reference: 2025-01- 092471)

Main details added / completed:

Details have been added regarding the adjustment of the floor prices of the deferred obligations (series E, F, G, XI, XII, XIII, XIV, and XV) of the bank following the ex-dividend date, as noted at the bottom of the form.

Immediate Report on Cash Dividend Distribution to Securities

Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970

  1. We hereby report that on 19/11/2025 it was decided to pay a dividend.

  2. Record date (ex-date): 30/11/2025

Payment date: 08/12/2025

  1. Payment details:

  2. Dividend distributed by an Israeli resident company (see Section 7A for composition and tax rates)

  3. Dividend distributed by a real estate investment trust (see Section 7C for composition and tax rates)
Security Security Dividend per Dividend Amount Payment Exchange Rate for Individual Corporate
Number Name Security Currency Currency Payment Date Tax % Tax %
662577 Bank
Hapoalim
0.8380942 NIS NIS 25 0
  • Dividend distributed by a foreign resident company (see Section 7B for tax rates)
    1. Total dividend amount to be paid: 1,103,000,000 NIS
    1. The corporation's retained earnings as defined in Section 302 of the Companies Law, 1999, after this distribution: 54,060,000,000 NIS
    1. Dividend approval procedure:

At the Board of Directors' meeting on 19.11.2025

The aforesaid distribution was not approved by the court according to Section 303 of the Companies Law: No

The final dividend amount per share is subject to changes due to __________

The final dividend amount per share can be updated up to 2 trading days before the record date.

  1. The following withholding tax rates are for the purpose of tax deduction at source by the TASE members.

7A. Composition of dividend sources distributed by an Israeli resident company (shares and financial instruments except REIT):

(Relevant table follows in full translation for compliance purposes, omitting numerical zero-entries for brevity)

Source % of Dividend Individuals Companies Foreign Residents
Income subject to corporate tax 100 25% 0% 25%

Additional categories (with their respective tax rates):

  • Foreign sourced income (0%)
  • Approved enterprise income (0%)
  • Irish privileged enterprise income until 2013 (0%)
  • Irish privileged enterprise income from 2014 (0%)
  • Preferred income (0%)
  • Approved tourist/agricultural enterprise (0%)
  • Approved/Privileged enterprise that's waived (0%)
  • Distribution classified as capital gain (0%)
  • Distribution by Participating Unit (0%)
  • Other (0%)

Explanations:

  • (1) Income subject to corporate tax: income from profit distribution or dividends sourced from income generated in Israel, received directly or indirectly from another company subject to corporate tax.
  • (2)-(7): Further definitions as in original, available on request.

7B. Dividend distributed by a foreign resident company:

Individuals Companies Foreign Residents
Dividend from foreign resident 25% 23% 0%

7C. Dividend distributed by a real estate investment trust (REIT):

Source % of
Dividend
Individuals Companies Foreign Resident
Companies
Tax-exempt
fund
Pension
fund
Real estate appreciation/gain 25% 23% 23% 0% 0%
Other taxable income (rent) 47% 23% 23% 23% 0%
From income producing real estate for
rental purposes
20% 20% 20% 0% 0%
Income taxed by REIT 25% 0% 25% 0% 0%
Extraordinary income 70% 70% 70% 60% 70%
Other
Weighted withholding % 100%

Explanatory notes for sections 7A - 7C are as in the original document.

    1. Number of the corporation's dormant securities not eligible for the dividend and requiring a waiver letter: 21,601,114
    1. Impact of dividend distribution on convertible securities:
  • The company has no convertible securities
  • Dividend distribution has no effect on convertible securities
  • Dividend distribution affects convertible securities, as follows:
Security Name Security
Number
Notes
Poalim
Employees'
Warrants 24
1206903 The exercise price of options granted to employees will be reduced by the dividend per share
distributed by the bank. A similar adjustment will also be made for the limit prices. For details,
see the prospectus and private offering reports dated 08.04.2024 and 30.03.2025.

10. Directors' recommendations and resolutions regarding the dividend (Regulation 37(a)(1)):

On November 19, the Board of Directors, in accordance with the bank's dividend policy, approved a total distribution of approximately NIS 1,379 million (50% of the third quarter 2025 profits), of which NIS 1,103 million (40% of the quarterly profit) will be paid as a dividend on December 8, 2025, and NIS 276 million (10% of the quarterly profit) under stage A of the share repurchase program approved on the same date.

    1. The board reviewed the distribution's compliance with the profit test and the solvency test as stipulated in Section 302 of the Companies Law, as well as compliance with regulations applicable to banking corporations in Israel.
    1. Regarding the profit test the profit balance according to the financial statements as of 30.09.2025 (as defined in section 302) exceeds the amount to be distributed, totaling NIS 55,439 million before the distribution and NIS 54,060 million afterward.
    1. Regarding the solvency test and relevant banking regulations the Board reviewed the impact on capital structure, capital adequacy, leverage ratio, and liquidity Ratios. The review was based on forecasts for the upcoming year relative to the bank's results in the year following the dividend distribution. It was concluded that the capital adequacy and leverage ratios will not fall below the required regulation. The board determined the distribution does not have a material negative influence on the bank's financial position, will not prevent the bank from meeting its current and future obligations, and complies with Proper Conduct of Banking Business Directive 331 regarding dividend distributions by banking corporations. Therefore, the Board found no impediment to the distribution and decided to approve it.

Authorized Signatories of the Corporation

# Name Role
1 Ram Gav Other
CFO, Head of Finance Division
2 Guy Kalif Other
Chief Accountant

Note: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) 1970, a report submitted under these regulations must be signed by authorized representatives of the corporation. Staff position is available at the Authority's website: link (in Hebrew).

Dividend Distribution and Adjustment in Conversion Floor Price of Deferred Obligations

Following the dividend distribution reported herein, effective from the ex-dividend date on 30.11.2025, and pursuant to the terms of the deferred obligations, the conversion floor price of the deferred obligation notes has been adjusted according to the table below:

Series Adjusted Floor Price (NIS)
E 8.14018
F 13.91690
G 14.22939
XI 14.16145
XII 20.05120
XIII 20.05120
XIV 30.92971
XV 30.92971

It is clarified that the above floor prices do not include linkage differentials to the consumer price index, and under the note conditions, the floor price will be linked to the CPI.

References to previous documents on this subject (listing does not constitute incorporation by reference):

2024-01-034483

2025-01-022474

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

Short Name: Poalim

Address: Rothschild Blvd 50, Tel Aviv 6688314

Phone: 03-5673800 Fax: 03-5674576

Email: [email protected]

Website: http://www.bankhapoalim.co.il

Previous names of the entity (if any): —

Electronic reporting name: Gilad Bloch

Role: Bank's Secretary

Address: Yehuda Halevi 63, Tel Aviv - Jaffa 6578109

Phone: 03-5673800 Fax: 03-5674576

Email: [email protected]

Last form structure update: 21/10/2025

End of document.

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