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Cellcom Israel Ltd.

Notice of Dividend Amount Dec 2, 2025

6724_rns_2025-12-02_11c9d454-8700-4d25-9d4c-253219f2e0a8.pdf

Notice of Dividend Amount

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CELLCOM ISRAEL LTD

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

Supplementary Report to the report submitted on 30/11/2025, reference number: 2025-01- 094716

Key details added/completed:

  • Section 4 of the form Adjustment of the total dividend amount to be paid following the exercise of warrants (200,002,310 NIS instead of 200,000,000 NIS).
  • Section 5 of the form Corresponding update of the corporation's retained earnings as defined in Section 302 of the Companies Law, 1999, after the distribution detailed in this report.

Immediate Report on the Distribution of Cash Dividend to Securities

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

    1. We hereby report that on 24/11/2025 it was decided to pay a dividend.
    1. Record date (ex-dividend date): 02/12/2025
    1. Payment date: 11/12/2025

3. Payment Details:

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
  • Dividend distributed from a Real Estate Investment Trust (composition of dividend sources and tax rates see section 7c):
  • Dividend distributed from a foreign-resident company (tax rates see section 7b):

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.

    1. The total amount of dividend to be paid is: 200,002,310 NIS.
    1. Retained earnings of the corporation as defined in Section 302 of the Companies Law, 1999, after the distribution detailed in this report: 1,670,997,690 NIS.
    1. Dividend approval procedure:
  • The dividend distribution was approved by the company's board of directors on 24 November 2025.

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.

  1. The withholding tax rates listed below are for the purpose of withholding at source by members of the exchange.

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

1. Explanation:

  • (1) Corporate tax income income from profit distribution or dividend sourced from income generated or accrued in Israel, received directly or indirectly from another person liable to corporate tax.
  • (2) Income originating overseas income generated or accrued abroad not taxed in Israel.
  • (3) Including income from preferred tourist enterprise, choice/operation year up to 2013.
  • (4) Preferred enterprise Ireland, with choice year up to 2013.
  • (5) Preferred enterprise Ireland, with choice year from 2014 onwards.
  • (6) Including income from preferred tourist enterprise, choice/operation year from 2014 onwards.
  • (7) Approved/preferred enterprise that submitted a waiver by 30.6.2015, after corporate tax reduction as required.

7b. Dividend distributed from a foreign-resident company:

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

7c. Dividend distributed by Real Estate Investment Trust:

% 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% _ _ _ _ _
    1. (1) Individuals including taxable mutual funds, foreign resident individuals.
    1. (2) Pension funds as defined in the Income Tax Ordinance, as well as a foreign pension fund that is a resident of a reciprocating state.
    1. (3) From real estate appreciation or capital gain, except from the sale of real estate held for a short period, and including income in the amount of the depreciation expenses.
    1. (4) Distribution from income taxed by the fund in accordance with Section 64A4(e).
    1. Number of the corporation's dormant securities not entitled to dividend payment and for which a waiver letter for receiving the dividend payment must be provided: —
    1. Effect of the dividend distribution on convertible securities:
  • The company has convertible securities
  • The impact is as follows:
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.
  1. Directors' recommendations and decisions regarding the dividend distribution per Regulation 37(a)(1) of the Securities Regulations (Periodic and Immediate Reports), 1970:

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.

Details of the authorized signatories for the corporation:

# 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.

Additional Information

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.

Footers and Identification:

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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