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Cellcom Israel Ltd. Share Issue/Capital Change 2026

Apr 9, 2026

6724_rns_2026-04-09_f4df43d0-d455-47cf-b2cd-f0a982822f0b.pdf

Share Issue/Capital Change

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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.

Cellcom Israel Ltd.

CELLCOM ISRAEL LTD

Registration number: 511930125

To: Israel Securities Authority

www.isa.gov.il

To: Tel-Aviv Stock Exchange Ltd.

www.tase.co.il

T087 (Public)

Filed via MAGNA: 09/04/2026

Reference:

2026-01-032816

Composition of capital, grant of rights to purchase shares and the corporation's securities registers and changes therein

Regulation 31E of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Nature of the change: Exercise of employee warrants, expiration of warrants and of restricted share units (RSU) of company employees.

Explanation: A brief description of the nature of the change is required.

Reference numbers of previous reports on the matter: _, _, ____.

  1. The corporation's securities position after the change:
Name and type of security Security number on the stock exchange Amount in registered capital Issued and paid-up capital Amount registered in the name of the Registration Company
Amount in last report Current amount
Ordinary share 1101534 300,000,000 168,252,208 168,342,504 73,048,012
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 __ 531,991,444 531,991,444 531,991,444
BONDS Series M 1189190 __ 420,677,750 420,677,750 420,677,750
Warrants for shares (not listed) 1106038 __ 7,836,522 7,606,468 0
Restricted share units 1159052 __ 4010 0

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

  1. The corporation hereby reports that:

☐ On the date ____

☐ From date 01/03/2026 to date 31/03/2026

☐ 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 Exercise of employee warrants, expiration of warrants and of restricted share units change (RSU) of company employees.

Explanation: All details of the transaction or action that caused the change in the corporation's securities must be described.

Name of the registered holder with respect to whom the change occurred: 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: Exercise of warrants ____

Date of change: 31/03/2026 Executed through the Stock Exchange Clearing House: Yes


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.

Type and name of security in which the change occurred: Ordinary share
Security number on the stock exchange: 1101534
Holder's balance of this security in the last report: 72,957,716
Holder's balance of this security after the change: 73,048,012
Total quantity of securities in which there was a decrease/increase: 90,296
Is this a grant of rights to purchase shares? No
Total consideration for securities that were allotted: ___
The security number on the stock exchange of the share resulting from the exercise of securities: ___
Number of shares that will result from full exercise/conversion of the securities: ___
Total exercise premium that will be received from full exercise/conversion of the securities into shares: ___
The period during which the securities can be exercised: ___
From _ to _
The securities that were allotted will be registered for trading: ___
The above-mentioned allotment of securities is further to _which was published on ___and whose reference number is _
The security has been fully paid up and the consideration has been received in full.
The security has been fully paid up, but the consideration has not been received in full.
☐ Issued for an ATM program
☐ Other.
___
2
---

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.

From _ to _ The securities that were allotted will be registered for trading: _ The above-mentioned allotment of securities is further to _ which was published on _ and whose reference number is _ ☐ The security has been fully paid up and the consideration has been received in full. ☐ The security has been fully paid up, but the consideration has not been received in full. ☐ Issued for an ATM program ☐ Other. Exercise of employee warrants.
Name of the registered holder with respect to whom the change occurred: 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: Expiration _ Date of change: 31/03/2026 Executed through the Stock Exchange Clearing House: Yes Type and name of security in which the change occurred: Warrants for shares (not listed) Security number on the stock exchange: 1106038 Holder's balance of this security in the last report: 7,670,096 Holder's balance of this security after the change: 7,606,468 Total quantity of securities in which there was a decrease/increase: 63,628 Is this a grant of rights to purchase shares? No Total consideration for securities that were allotted: _ The security number on the stock exchange of the share resulting from the exercise of securities: _ Number of shares that will result from full exercise/conversion of the securities: _ Total exercise premium that will be received from full exercise/conversion of the securities into shares: _ The period during which the securities can be exercised: _ From _ to _ The securities that were allotted will be registered for trading: _ The above-mentioned allotment of securities is further to _ which was published on _ and whose reference number is _ ☐ The security has been fully paid up and the consideration has been received in full. ☐ The security has been fully paid up, but the consideration has not been received in full. ☐ Issued for an ATM program ☐ Other. Expiration of employee warrants.
Name of the registered holder with respect to whom the change occurred: 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: Expiration __ Date of change: 31/03/2026 Executed through the Stock Exchange Clearing House: No

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.

Type and name of security in which the change occurred: Restricted share units

Security number on the stock exchange: 1159052

Holder's balance of this security in the last report: 401

Holder's balance of this security after the change: 0

Total quantity of securities in which there was a decrease/increase: 401

Is this a grant of rights to purchase shares? No

Total consideration for securities that were allotted: ____

The security number on the stock exchange of the share resulting from the exercise of securities: ____

Number of shares that will result from full exercise/conversion of the securities: ____

Total exercise premium that will be received from full exercise/conversion of the securities into shares:

The period during which the securities can be exercised: ____

From _ to _

The securities that were allotted will be registered for trading: ____

The above-mentioned allotment of securities is further to _ which was published on _ and whose reference number is ____

☐ The security has been fully paid up and the consideration has been received in full.
☐ The security has been fully paid up, but the consideration has not been received in full.
☐ Issued for an ATM program
☐ Other.

Expiration of employees' restricted share units (RSU).

Explanations:

  1. If the change affects more than one security, the effect of the change must be detailed on a separate line for each security.
  2. Date of change – all changes of the same type, in the same security, carried out on one day shall be summed on one line. For this purpose – a distinction must be made between changes carried out through the Stock Exchange Clearing House and changes carried out directly in the company's books.
  3. The change – for a decrease, the "-" sign must be added.
  4. In all quantity fields, the quantity of securities must be filled in and not NIS par value.

☐ A change occurred only in the register of the corporation's securities holders (with no change in the quantity of the corporation's securities) as a result of:

Description of the nature of the change ____

Explanation: All details of the transaction or action that caused the change in the register must be described.

1 Name of the registered holder with respect to whom the change occurred: ____

Type of identification number: _ Identification number: _

Date of change: _ Executed through the Stock Exchange Clearing House: _

Type and name of security in which the change occurred: ____

Security number on the stock exchange: ____

Amount of the change: ____


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.

Holder's balance of this security after the change: ____

  1. The main particulars of the shareholders register as of the report date are as follows:
No. Name of registered shareholder Type of identification number Identification number Security number on the stock exchange Type of shares and their par value Number of shares Whether holding the shares as trustee
1 _____ _____ _____ _____ _____ _____ No
  1. Attached is a shareholders register file in accordance with the provisions of Section 130 of the Companies Law, 5759-1999 Cellcom_shareholders_register_31-03-2026_isa.pdf

  2. Attached is an updated file of the corporation's securities registers, including the warrants holders register and the BONDS holders register Cellcom_security_ins holders register_31-03-2026_isa.pdf

Details of the signatories authorized to sign on behalf of the corporation:

Name of signatory Position
1 Larisa Cohen Other
VP Legal Counsel and Regulation

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) 5730-1970, a report submitted pursuant to these regulations shall be signed by those authorized to sign on behalf of the corporation. Staff position on this matter can be found on the ISA website: Click here.

Reference numbers of previous documents on the matter (the reference does not constitute incorporation by reference):

The corporation's securities are listed for trading on the Tel-Aviv Stock Exchange. Form structure update date: 06/08/2024

Short name:

Address: HaGavish10, Netanya4250708 Telephone: 052-9989595, Fax: 09-8607986

Email: [email protected]

Previous names of reporting entity:

Name of electronic reporter: Cohen Larisa Position: VP Legal Counsel and Company Secretary Name of employing company:

Address: HaGavish10, Netanya4250708 Telephone: 052-9989595 Fax: 09-8607986 Email: [email protected]