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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: |
- 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 |
-
- 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
-
- 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]