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Cellcom Israel Ltd. Capital/Financing Update 2026

Feb 5, 2026

6724_rns_2026-02-05_84f4eddb-787e-49c4-896b-4add8625c28c.pdf

Capital/Financing Update

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Cellcom Israel Ltd.
CELLCOM ISRAEL LTD

Number in the register: 511930125

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. T087 ( Public ) Filed via MAGNA: 05/02/2026 www.isa.gov.il www.tase.co.il Reference: 2026-01-013030

Capital status, grant of rights to purchase shares and the registries of the corporation's securities and changes therein Regulation 31E of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Nature of the change: Exercise of employee warrants, expiration of warrants and of restricted share units (RSU) of employees of the Company.

Explanation: A brief description of the nature of the change must be provided.

Reference numbers of previous reports on the matter:,,
-- -------------------------------------------------------- -- --

Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

1. The corporation's securities status after the change:

Security no. on
the TASE
Amount in
registered capital
Issued and paid-up capital
Name and type of
security
Amount in last
report
Current
amount
Amount registered in the name of
the Registration Company
Ordinary share 1101534 300,000,000 168,079,827 168,097,252 72,802,760
BONDS Series J 1139245 20,653,400 20,653,400 20,653,400
BONDS Series K 1139252 142,126,800 142,126,800 142,126,800
BONDS Series L 1143080 531,991,444 531,991,444 531,991,444
BONDS Series M 1189190 420,677,750 420,677,750 420,677,750
Warrants for shares
(not listed)
1106038 7,793,131 7,674,245 0
Restricted share
units
1159052 164,025 156,836 0

Explanation: All securities of the company, including securities not listed for trading, must be specied.

2. The corporation announces that:
On the date
-- -- -- ------------- --

From the date 01/01/2026 to the date 31/01/2026

A change occurred in the quantity and in the register of holders of the corporation's securities (including rights to purchase shares) as a result of:

Description of the nature of the change

1

Exercise of employee warrants, expiration of warrants and of restricted share units (RSU) of employees of the Company.

Explanation: The full details of the transaction or action that caused the change in the corporation's securities must be described.

Name of registered holder for whom the change occurred: The TASE's Registration Company Ltd.

Type of identication number: Number in the Israeli Registrar of CompaniesIdentication number: 515736817

Nature of the change: Other Exercise of warrants.

Date of the change: 31/01/2026Executed via the TASE Clearing House: Yes

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Type and name of security in which a change occurred: Ordinary share
Security no. on the TASE: 1101534
Balance of the holder in the security in the last report: 72,785,335
Balance of the holder in this security after the change: 72,802,760
Total quantity of securities for which there was a decrease/increase: 17,425
Is this a grant of rights to purchase shares No
Total consideration for securities that were allocated:
The TASE number of the share that will derive from exercise of the security:
Number of shares that will derive from full exercise/conversion of the security:
Total exercise premium that will be received from full exercise/conversion of the security into shares:

Period during which the security may be exercised:
Fromto
The allocated securities will be registered for trading:
The allocation of the said securities is further topublished onand its reference number is
The security has been fully redeemed and the consideration has been fully received.
The security has been fully redeemed, but the consideration has not been fully received.
Issued for an ATM program
Other.
Name of registered holder for whom the change occurred: I.B.I. Equity Compensation and Trusts (2004) Ltd.
2
Type of identication number: Number in the Israeli Registrar of CompaniesIdentication number: 513540070
Nature of the change: Exercise of warrants
Date of the change: 31/01/2026Executed via the TASE Clearing House: Yes
Type and name of security in which a change occurred: Warrants for shares (not listed)
Security no. on the TASE: 1106038
Balance of the holder in the security in the last report: 7,793,131
Balance of the holder in this security after the change: 7,761,168
Total quantity of securities for which there was a decrease/increase: 31,963
Is this a grant of rights to purchase shares No
Total consideration for securities that were allocated:
The TASE number of the share that will derive from exercise of the security:
Number of shares that will derive from full exercise/conversion of the security:
Total exercise premium that will be received from full exercise/conversion of the security into shares:

Period during which the security may be exercised:

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The allocated securities will be registered for trading:
The allocation of the said securities is further topublished onand its reference number is
The security has been fully redeemed and the consideration has been fully received.
The security has been fully redeemed, but the consideration has not been fully received.
Issued for an ATM program
Other.
Exercise of employee warrants.
Name of registered holder for whom the change occurred: I.B.I. Equity Compensation and Trusts (2004) Ltd.
3
Type of identication number: Number in the Israeli Registrar of CompaniesIdentication number: 513540070
Nature of the change: Expiration
Date of the change: 31/01/2026Executed via the TASE Clearing House: Yes
Type and name of security in which a change occurred: Warrants for shares (not listed)
Security no. on the TASE: 1106038
Balance of the holder in the security in the last report: 7,761,168
Balance of the holder in this security after the change: 7,674,245
Total quantity of securities for which there was a decrease/increase: 86,923
Is this a grant of rights to purchase shares No
Total consideration for securities that were allocated:
The TASE number of the share that will derive from exercise of the security:
Number of shares that will derive from full exercise/conversion of the security:
Total exercise premium that will be received from full exercise/conversion of the security into shares:

Period during which the security may be exercised:
Fromto
The allocated securities will be registered for trading:
The allocation of the said securities is further topublished onand its reference number is
The security has been fully redeemed and the consideration has been fully received.
The security has been fully redeemed, but the consideration has not been fully received.
Issued for an ATM program
Other.
Expiration of employee warrants.
Name of registered holder for whom the change occurred: I.B.I. Equity Compensation and Trusts (2004) Ltd.
4
Type of identication number: Number in the Israeli Registrar of CompaniesIdentication number: 513540070
Nature of the change: Expiration
Date of the change: 31/01/2026Executed via the TASE Clearing House: No
Type and name of security in which a change occurred: Restricted share units
Security no. on the TASE: 1159052

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Balance of the holder in the security in the last report: 164,025
Balance of the holder in this security after the change: 156,836
Total quantity of securities for which there was a decrease/increase: 7,189
Is this a grant of rights to purchase shares No
Total consideration for securities that were allocated:
The TASE number of the share that will derive from exercise of the security:
Number of shares that will derive from full exercise/conversion of the security:
Total exercise premium that will be received from full exercise/conversion of the security into shares:

Period during which the security may be exercised:
Fromto
The allocated securities will be registered for trading:
The allocation of the said securities is further topublished onand its reference number is
The security has been fully redeemed and the consideration has been fully received.
The security has been fully redeemed, but the consideration has not been fully received.
Issued for an ATM program
Other.
Expiration of employees' restricted share units (RSU).
Explanations:
1. If the change affects more than one security, the effect of the change must be detailed in a separate line for each
security.
2. Date of the change – all changes of the same type, in the same security, executed on one day, shall be summarized in one
line. For this purpose – changes executed through the TASE Clearing House must be separated from changes executed
directly in the company's books.
3. The change – for a decrease the sign "-" must be added.
4. In all quantity elds the quantity of securities and not NIS par value must be lled in.
A change occurred only in the register of holders of the corporation's securities (with no change in the quantity of the
corporation's securities) as a result of:
Description of the nature of the change
Explanation: The full details of the transaction or action that caused the change in the register must be described.
1 Name of registered holder for whom the change occurred:
Type of identication number: Identication number:
Date of the change: Executed via the TASE Clearing House:
Type and name of security in which a change occurred:

Security no. on the TASE:
Quantity of the change:
Balance of the holder in this security after the change:
  1. Main details of the share register as of the report date are as follows:

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No. Name of registered
shareholder
Type of
identication
number
Identication
number
TASE security
number
Type of shares and
their par value
Number of
shares
Holds the
shares as
trustee
1 No
    1. Attached is a le of the share register pursuant to the provisions of section 130 of the Companies Law, 5759-1999 Cellcom_Shareholders_Register_05-02-2026_isa.pdf
    1. Attached is an updated le of the corporation's securities registers, including the register of warrant holders and the register of BONDS holders Cellcom__Securities_Holders_Register_05-02-2026_isa.pdf

Details of the authorized signatories to sign on behalf of the corporation:

Name of signatory Position
Other
1 Larisa Cohen VP Legal Counsel and Regulation

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, a report submitted under these regulations shall be signed by those authorized to sign on behalf of the corporation. The Staff's position on the matter can be found on the ISA website: Click here .

Reference numbers of previous documents on the matter (the reference does not constitute incorporation by reference):

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange Form structure update date: 06/08/2024 Short name:

Address: HaGavish10 , Netanya4250708 Telephone: 052-9989595 , Fax: 09-8607986

E-mail: [email protected]

Previous names of the reporting entity:

Name of electronic reporter: Cohen Larisa Position: VP Legal Counsel and Company SecretaryEmployer company name: Address: HaGavish10 , Netanya4250708Telephone: 052-9989595Fax: 09-8607986E-mail: [email protected]