Notice of Dividend Amount • Dec 2, 2025
Notice of Dividend Amount
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Registration number: 511930125
To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T081 (Public)
Sent on MAGNA: 02/12/2025 Reference: 2025-01-095776
Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970
Dividend distributed from an Israeli resident company (composition of the dividend sources and tax rates see section 7a):
| Eligible Security Number |
Security Name |
Dividend Amount per Security |
Dividend Amount Currency |
Payment Currency |
Representative Exchange Rate for Payment |
Individual Tax % |
Company Tax % |
|---|---|---|---|---|---|---|---|
| 1101534 | Ordinary Share |
1.1903148 | NIS | NIS | — | 25 | 0 |
Note: The dividend amount must be specified to a precision of up to 7 decimal places when the currency is NIS, and up to 5 decimal places if in another currency.
This distribution is not subject to court approval in accordance with Section 303 of the Companies Law.
The final dividend amount per share is subject to changes due to:
The exercise of non-tradable warrants, if any, before the record date.
It is possible to update the final dividend amount per share up to two trading days before the record date.
7a. Composition of dividend sources paid by an Israeli resident company from shares and financial instruments, except REIT fund:
| % of Dividend | Individuals | Companies | Foreign Residents | |
|---|---|---|---|---|
| Corporate taxable income (1) | 100 | 25% | 0% | 25% |
| Income originating overseas (2) | 0 | 25% | 23% | 25% |
| Approved/preferred enterprise (3) | 0 | 15% | 15% | 15% |
| Preferred enterprise Ireland to 2013 (4) | 0 | 15% | 15% | 4% |
| Preferred enterprise Ireland from 2014 (5) | 0 | 20% | 20% | 4% |
| Preferred income | 0 | 20% | 0% | 20% |
| Approved enterprise - tourism/agriculture (6) | 0 | 20% | 20% | 20% |
| Approved/preferred enterprise waiving (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 company | 25% | 23% | 0% |
| % of Dividend |
Individuals (1) |
Companies | Foreign Company Residents |
Exempt Mutual Fund |
Pension Fund (2) |
|
|---|---|---|---|---|---|---|
| From real estate appreciation, capital gain and depreciation (3) | _ | 25% | 23% | 23% | 0% | 0% |
| Other taxable income (e.g., rent) | _ | 47% | 23% | 23% | 23% | 0% |
| From income-producing property for residential leasing | _ | 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 tax withholding percentage | 100% | _ | _ | _ | _ | _ |
| Security Name |
Security Number |
Remarks |
|---|---|---|
| Cellcom Series Warrant 2007 |
1106038 | In the event of a cash dividend payment by the company to its ordinary shareholders, when the record date for entitlement to the dividend falls after the allocation of the warrants but before their exercise into shares, the exercise price of each warrant will be reduced on the ex-dividend date, as determined by the stock exchange, by the full amount of the dividend paid per company share, provided that the exercise price of each warrant shall not be lower than the nominal value of the company share. |
The company's board of directors has reviewed the company's compliance with the profit and solvency tests set out in Section 302 of the Companies Law, 1999, and has determined that the company meets these tests with respect to the stated dividend distribution. Regarding the profit test, the board approved the dividend distribution on the basis of the company's financial statements as of 30 September 2025; the company has distributable retained earnings of approximately NIS 1,871 million, of which distributable profits originating from reserves accumulated in the last two years amount to approximately NIS 406 million. Therefore, the dividend meets the profit test. Concerning the solvency test, the board reviewed the company's expected cash flows, cash balances and equivalents, working capital deficit, funding sources, credit facilities and renewals, as well as its access to future credit sources to meet existing and expected liabilities and to comply with the dividend distribution requirements. The board also factored in the financial covenants related to the company's financial debt. In addition, the board considered the impact of the dividend distribution on the company's current operations, including its investment plans, financial position and liquidity, capital structure, and leverage, all based on key company forecasts. Based on the above, the board believes there is no reasonable concern that the dividend distribution will prevent the company from meeting its existing and expected liabilities as they fall due, and the dividend payment is not expected to materially adversely affect the company's financial state, including capital structure, liquidity, or its ability to continue operations in its current format.
| # | Signatory Name | Position |
|---|---|---|
| 1 | Larisa Cohen | Other: Deputy CEO of Legal Counsel and Regulation |
Note: According to Regulation 5 of Periodic and Immediate Reports Regulations (1970), a report submitted pursuant to these regulations must be signed by the authorized signatories of the corporation. The staff position on the subject can be found on the authority's website: Click here.
Further to Section 4.2, Chapter A, of the company's 2024 financial statements regarding the company's dividend distribution policy, the company updates that, simultaneously with the decision to distribute the dividend, the board of directors decided to cancel said policy. The board will consider, from time to time, the distribution of dividends to its shareholders, taking into account, among other things, legal requirements and the company's business situation.
The corporation's securities are registered for trading on the Tel Aviv Stock Exchange. Last form structure update: 21/10/2025
Registered Address: Hagavish 10, Netanya, 4250708
Tel: 052-9989595, Fax: 09-8607986 Email: cellcom\[email protected]
Previous names of reporting entity: — Electronic reporting name: Cohen Larisa Position: Deputy CEO of Legal Counsel and
Company Secretary Employer company name: — Address: Hagavish 10, Netanya, 4250708
Tel: 052-9989595, Fax: 09-8607986 Email: [email protected]
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