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Cellcom Israel Ltd. Share Issue/Capital Change 2025

Sep 3, 2025

6724_rns_2025-09-03_816e2836-7cd1-4846-ad47-df7ea7ff7305.pdf

Share Issue/Capital Change

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CELLCOM ISRAEL LTD.

CELLCOM ISRAEL LTD.

Registration Number: 511930125

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T087 (Public) Sent via MAGNA: 03/09/2025 Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-066746

Capital Structure, Grant of Rights to Purchase Shares, and Registers of the Corporation's Securities and Changes Therein

Regulation 31E of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 1970

Nature of the Change:

Employee stock option exercise

Explanation: Please briefly describe the nature of the change.

Reference numbers of previous reports on the subject:

_________, _________, _________.

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

Name
and
Type
of
Security
Security
Number
Quantity
in
Registered
Capital
Issued
and
Paid-Up
Capital
(Last
Report)
Issued
and
Paid-Up
Capital
(Current)
Quantity
Registered
in
the
Name
of
the
Registration
Company
Ordinary
Share
1101534 300,000,000 168,015,280 168,017,479 72,722,987
Bond
Series
10
1139245 ___ 20,653,400 20,653,400 20,653,400
Bond
Series
11
1139252 ___ 142,126,800 142,126,800 142,126,800
Bond
Series
12
1143080 ___ 731,488,236 731,488,236 731,488,236
Bond
Series
13
1189190 ___ 470,169,250 470,169,250 470,169,250
Warrants
for
Shares
(Unlisted)
1106038 ___ 7,972,811 7,967,152 0
Restricted
Share
Units
1159052 ___ 169,866 169,866 0
Commercial
Papers
1
1203033 ___ 200,000,000 200,000,000 200,000,000

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

2. The corporation announces that:

From date: 01/08/2025 To date: 31/08/2025

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: Employee stock option exercise

Explanation: Please describe all details of the transaction or action that caused the change in the corporation's securities.

Details of the registered holder for whom the change occurred:

  1. Name of registered holder: The Registration Company of the Tel Aviv Stock Exchange Ltd. Type of identification number: Number in the Israeli Companies Registrar Identification number: 515736817

Nature of the change: Other - Option exercise.

Date
of
change:
31/08/2025
Executed
via
the
stock
exchange
clearing
house:
Yes

Type and name of security changed: Ordinary Share Security number: 1101534

Holder's balance in the security in the last report: 72,720,788

Holder's balance in this security after the change: 72,722,987

Total quantity of securities increased/decreased: 2,199

Is this a grant of rights to purchase shares: No

Total consideration for allocated securities: _________

Security number of the share resulting from the exercise: _________

Number of shares resulting from full exercise/conversion: _________

Total additional consideration from full exercise/conversion: _________

Period in which the security can be exercised: _________

From date: _________

To date: _________

Allocated securities will be registered for trading: _________

The allocation of said securities is in continuation of: _________ Published on: _________

Reference number: ___
  • The security has been fully paid and the consideration has been fully received.
  • The security has been fully paid, but the consideration has not been fully received.
  • Issued for the purpose of an ATM program
  • Other.

Explanation: _________

  1. Name of registered holder: I.B.I. Equity Compensation and Trusts (2004) Ltd. Type of identification number: Number in the Israeli Companies Registrar Identification number: 513540070

Nature of the change: Other - Option exercise

Date of change: 31/08/2025 Executed via the stock exchange clearing house: Yes

Type and name of security changed: Warrants for Shares (Unlisted) Security number: 1106038

Holder's balance in the security in the last report: 7,972,811

Holder's balance in this security after the change: 7,967,152

Total quantity of securities increased/decreased: 5,659

Is this a grant of rights to purchase shares: No

Total consideration for allocated securities: _________

Security number of the share resulting from the exercise: _________

Number of shares resulting from full exercise/conversion: _________

Total additional consideration from full exercise/conversion: _________

Period in which the security can be exercised: _________

From
date:
___

To date: _________

Allocated securities will be registered for trading: _________

The allocation of said securities is in continuation of: _________

Published on: _________

Reference number: _________

  • The security has been fully paid and the consideration has been fully received.
  • The security has been fully paid, but the consideration has not been fully received.
  • Issued for the purpose of an ATM program
  • Other.

Explanation: Employee stock option exercise.

Explanations:

    1. If the change affects more than one security, the effect of the change should be detailed in a separate row for each security.
    1. Date of change all changes of the same type, in the same security, performed on one day, will be summarized in one row. For this purpose – changes performed through the stock exchange clearing house should be separated from changes performed directly in the company's books.
    1. The change for a decrease, add the sign "-".
    1. In all quantity fields, the quantity of securities should be filled in, not the par value in NIS.

3. Main points of the shareholders register as of the reporting date are as follows:

No. Name
of
Registered
Shareholder
Type
of
ID
Number
ID
Number
Security
Number
on
Exchange
Type
of
Shares
and
Par
Value
Number
of
Shares
Holds
Shares
as
Trustee
1 ___ ___ ___ ___ ___ ___ No
  1. Attached is a file of the shareholders register in accordance with Section 130 of the Companies Law, 1999:

pdf.isa_סלקום_מרשם_בעלי_מניות_03-09-2025 Alt: Shareholders register file of CELLCOM ISRAEL LTD. as of 03-09-2025

  1. Attached is an updated file of the corporation's securities registers, including the register of warrant holders and the register of bond holders: pdf.isa_סלקום_מרשם_מחזיקי_ניע_03-09-2025 Alt:UpdatedsecuritiesregistersfileofCELLCOMISRAELLTD.asof03-09-2025

Details of the authorized signatories on behalf of the corporation:

No. Name
of
Signatory
Position
1 Larisa
Cohen
Other
-
VP
Legal
Counsel
and
Regulation

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

Previous reference numbers on the subject (the mention does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Form structure update date: 06/08/2024

Short name:

Address: HaGavish 10, Netanya 4250708 Phone: 052-9989595, Fax: 09-8607986

Email: cellcom\[email protected]

Previous names of the reporting entity:

Name of electronic reporter: Cohen Larisa Position: VP Legal Counsel and Corporate Secretary Employer company name:

Address: HaGavish 10, Netanya 4250708 Phone: 052-9989595 Fax: 09-8607986 Email: [email protected]