Notice of Dividend Amount • Nov 30, 2025
Notice of Dividend Amount
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Company number: 511930125
Israel Securities Authority (www.isa.gov.il)
Tel Aviv Stock Exchange Ltd (www.tase.co.il)
Form number: T081 (Public)
Filed on MAGNA: 30/11/2025 Reference: 2025-01-094716
Supplementary report to the report filed on 27/11/2025 (reference number: 2025-01-093857)
Key additional/completed details: Section 3 of the form – Adjustment of the dividend amount per share 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-dividend date): 02/12/2025
Payment date: 11/12/2025
| Eligible Security Number |
Name of Security |
Dividend Amount per Security |
Dividend Amount Currency |
Payment Currency |
Representative Exchange Rate as of Date |
Individual Tax % |
Corporate Tax % |
|---|---|---|---|---|---|---|---|
| 1101534 | Ordinary Share |
1.1903148 | NIS | NIS | 25 | 0 |
Dividend distributed by a foreign resident company (see item 7b)
The dividend amount to be paid must be stated with up to 7 decimal digits when the dividend currency is NIS, and up to 5 digits in other currencies.
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The above distribution does not require court approval under Section 303 of the Companies Law.
The final dividend amount per share is subject to changes due to exercise of non-traded warrants prior to the record date.
It is possible to update the final dividend amount per share up to 2 trading days before the record date.
| % of Dividend | Individuals | Companies | Foreign Residents | |
|---|---|---|---|---|
| Taxable income for corporate tax (1) | 100 | 25% | 0% | 25% |
| Income originating overseas (2) | 0 | 25% | 23% | 25% |
| Approved/privileged enterprise income (3) | 0 | 15% | 15% | 15% |
| Privileged Irish enterprise income until 2013 (4) | 0 | 15% | 15% | 4% |
| Privileged Irish enterprise income from 2014 (5) | 0 | 20% | 20% | 4% |
| Preferred income | 0 | 20% | 0% | 20% |
| Approved enterprise - tourism/agricultural (6) | 0 | 20% | 20% | 20% |
| Approved/privileged enterprise - 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 |
Other financing source: [blank]
| Individuals | Companies | Foreign Residents | |
|---|---|---|---|
| Dividend distributed by a foreign resident company | 25% | 23% | 0% |
| % of Dividend |
Individuals (1) |
Companies | Foreign Resident Companies |
Exempt Mutual Fund |
Pension Fund (2) |
|
|---|---|---|---|---|---|---|
| Real estate capital gain, capital appreciation and depreciation (3) |
25% | 23% | 23% | 0% | 0% | |
| Other taxable income (e.g., rent) | 47% | 23% | 23% | 23% | 0% | |
| From income-generating 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 % | 100% |
(4) Distribution from income taxed at the fund level under article 64A4(e).
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| Name of Security |
Security Number |
Notes |
|---|---|---|
| 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 the dividend falls after the allocation of the warrants but before their exercise into shares, on the ex-dividend date as determined by the stock exchange, the exercise price of each warrant will be reduced by the full amount of the dividend paid per 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 reviewed the company's compliance with the profit test and the solvency test as stipulated in Section 302 of the Companies Law, 1999, and determined that the company meets these criteria regarding the said dividend distribution.
Regarding the profit test, the Board of Directors approved the dividend distribution based on the company's financial statements as of September 30, 2025. The company has distributable retained earnings of approximately 1,871 million NIS, with distributable profits from the last two years' accumulated surplus totaling about 406 million NIS. Therefore, the dividend distribution meets the profit test.
Regarding the solvency test, the Board of Directors examined the company's expected cash flows, its cash and cash equivalent balances, its current capital deficit, available financing sources and credit lines and renewals thereof, as well as the company's access to future sources of credit for the settlement of existing and future obligations and for meeting the dividend distribution tests. The Board also considered the financial covenants related to the company's financial debt. In addition, the Board examined the implications of this dividend distribution on the company's ongoing operations, including its impact on investment plans, financial condition, liquidity, capital structure, and leverage, all based on key company forecasts.
Based on the above, the Board of Directors believes that there is no reasonable concern that this dividend distribution would prevent the company from fulfilling its existing and foreseeable obligations as they become due, and that the said dividend payment is not expected to have a materially adverse effect on the company's financial position, including its capital structure, liquidity, or ability to continue its current operations.
| [File attachment if any:] | |
|---|---|
| --------------------------- | -- |
| Name of Signatory | Position | |
|---|---|---|
| 1 | Larisa Cohen | Other: VP Legal Advice & Regulation |
Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), reports filed under these regulations must be signed by those authorized to sign for the corporation. Staff position can be found on the ISA website: Click here
Additional Note (following section 4.2 of Chapter A in the Company's 2024 financial statements regarding dividend policy):
The company updates that, simultaneously with the decision regarding dividend distribution, the Board of Directors decided to cancel the said policy. The Board of Directors will reconsider, from time to time, the distribution of dividends to its shareholders, taking into account, inter alia, the provisions of the law and the company's business situation.
Previous reference numbers on the subject: [none]
Form last structure update: 21/10/2025 Address: HaGavish 10, Netanya 4250708
Phone: 052-9989595 Fax: 09-8607986
Email: cellcom\[email protected]
Name of Electronic Signatory: Larisa Cohen
Position: VP Legal Advice & Corporate Secretary
Company: [blank]
Address: HaGavish 10, Netanya 4250708
Phone: 052-9989595 Fax: 09-8607986
Email: [email protected]
Former names of reporting entity: [blank]
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