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Cellcom Israel Ltd. Share Issue/Capital Change 2025

Oct 30, 2025

6724_rns_2025-10-30_a5ff6e01-defb-479e-ae04-311fdda2d387.pdf

Share Issue/Capital Change

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CELLCOM ISRAEL LTD

Registry Number: 511930125

To: Israel Securities Authority

To: Tel Aviv Stock Exchange Ltd.

Form No.: T087 (Public)

Broadcast via MAGNA: 30/10/2025

Reference: 2025-01-082009

Statement of Capital, Grant of Rights to Acquire Shares, and Registers of Securities of the Corporation and the 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:

"Allocation of unregistered warrants according to the outline for employees"

Security structure of the corporation after the change:

Name and Type
of Security
TASE
Number
Quantity in
Registered
Capital
Issued and Paid
up Capital: Last
Report
Issued and Paid-up
Capital: Current
Amount
Amount Registered in
the Name of Nominee
Company
Ordinary share 1101534 300,000,000 168,019,142 168,019,142 72,724,650
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 731,488,236 731,488,236 731,488,236
Bonds Series M 1189190 470,169,250 470,169,250 470,169,250
Options
(Unregistered)
1106038 7,688,409 7,945,355 0
Restricted Stock
Units
1159052 165,664 165,664 0
Commercial
Papers 1
1203033 200,000,000 200,000,000 200,000,000

The corporation gives notice that:

On the date: 30/10/2025 A change occurred in the quantity and in the securities registry (including rights to acquire shares) of the corporation as a result of: Description of nature of the change:

"Allocation of unregistered warrants according to the outline for employees"

Details:

Name of registered holder affected by the change: I.B.I. Capital Compensation and Trusts (2004) Ltd.

ID Type: Israeli Corporations Registry Number

ID Number: 513540070

Date of Change: 30/10/2025

Conducted via TASE Clearing House: Yes

Nature of Change: Allocation to employees

Type and name of security affected: Options for shares (unregistered)

TASE Number: 1106038

Balance of holder in this security as of last report: 7,688,409

Balance of holder in this security following the change: 7,945,355

Total quantity of securities for which there was an increase/decrease: 256,946

Is it a grant of rights to acquire shares: Yes

Total consideration for allocated securities: 0

TASE number of share resulting from exercise: 1101534

Number of shares deriving from full exercise/conversion of these securities: 256,946

Total exercise premium to be received from full exercise/conversion into shares:

The Options shall vest in four equal tranches: The exercise price for the first, second, third, and fourth tranches will be NIS 34.58 per share (for further details see Section 2.5.2 of the outline).

Period in which the securities may be exercised:

As specified in Section 2.4.2 of the outline dated 09/02/2025 (Reference No. 2025-01-009579).

Starting from: 30/10/2026

Until: 30/10/2030

Will the allocated securities be listed for trading: No

This allocation is pursuant to an employee outline published on: 09/02/2025 (Reference No. 2025-01-009579)

Additional Explanation:

Allocation according to the outline dated 09/02/2025 (Reference No. 2025-01-009579). Regarding the number of shares that will result from the exercise of the options – the number of shares allocated upon such exercise will be such that it reflects the cash benefit value embedded in the option at the exercise date (Net Exercise).

Attached files:

  • Shareholders Register as at 30-10-2025 (30-10-2025_מניות_בעלי_מרשם_סלקום_isa.pdf)
  • Updated Securities Records Book, including register of option holders and BONDS holders (30-10-_ניע_מחזיקי_מרשם_סלקום 2025_isa.pdf)

Details of authorized signatories for the corporation:

Name Position
Larisa Cohen Other
EVP Legal Counsel & Regulation

Note: According to Regulation 5 to the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by persons authorized to sign on behalf of the corporation. Staff position on this matter is available on the authority's website: Click here.

Additional Information:

This report does not include reference to the exercise of warrants and restricted stock units (RSU) into company shares and the expiration of warrants and restricted stock units (RSU) by employees and officers, which occurred in October 2025 (changes constituting in total less than 1% of the company's issued share capital), and which will be reported in a summary report in the following month as required by law.

Contact Info:

Address: HaGavish 10, Netanya 4250708

Tel: 052-9989595 Fax: 09-8607986

Email: cellcom\[email protected]

Electronic Report Signatory: Cohen Larisa

Position: EVP Legal Counsel & Corporate Secretary

Email: [email protected]

This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Short Name:

Previous Names of Reporting Entity:

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

Form structure update date: 06/08/2024