Share Issue/Capital Change • Nov 19, 2025
Share Issue/Capital Change
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Registry number: 520036120
Form T087 (Public) Sent via MAGNA: 19/11/2025
Reference: 2025-01-089323
Regulation 31e of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 31(a) of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 31(b1) of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 32 of the Securities Regulations (Immediate & Periodic Reports), 1970
Allocation of restricted stock units – Private allocation to the Company CEO
Explanation: Please briefly describe the nature of the change.
| Reference numbers of previous reports on this subject: | |||||
|---|---|---|---|---|---|
| , , | |||||
| Name & Type of Security |
Security Number |
Quantity in Registered Capital |
Issued & Paid-Up Capital (Last Reported) |
Issued & Paid-Up Capital (Current) |
Quantity Registered in Depository Nominee |
|---|---|---|---|---|---|
| Ordinary share, 1 NIS par value |
224014 | 100,000,000 | 80,046,138 | 80,046,138 | 80,045,127 |
| Warrant Series A, Plan 06/2023 |
1198647 | 0 | 425,957 | 425,957 | 0 |
| Warrant Series A, Plan 06/2024 |
1208552 | 0 | 1,286,805 | 1,286,805 | 0 |
| Warrant Series A, Plan 06/2025 |
1223080 | 0 | 130,000 | 130,000 | 0 |
| Warrant Series B, Plan 06/2025 |
1223098 | 0 | 470,000 | 470,000 | 0 |
| BONDS Series 1 | 1193481 | 0 | 549,100,060 | 549,100,060 | 549,100,060 |
| BONDS Series 2 | 1193499 | 0 | 149,989,800 | 149,989,800 | 149,989,800 |
| BONDS Series 3 | 1201391 | 0 | 850,000,000 | 850,000,000 | 850,000,000 |
| Restricted stock units |
000000 | 0 | 0 | 10,572 | 0 |
Explanation: Please list all the company's securities, including those not listed for trading.
On the date: 19/11/2025
There has been a change in the quantity and registry of holders of the securities (including rights to purchase shares) of the corporation as a result of:
Allocation of restricted stock units – Private allocation to the Company CEO
Explanation: Please describe all details of the transaction or action which caused the change in the corporation's securities.
Name of registered holder affected by the change: I.B.I. Trust Management
ID Type: Israeli Companies Registrar Number
ID Number: 515020428
Nature of change: Private allocation
Date of change: 19/11/2025
Executed via stock exchange clearinghouse: No
Type and name of security affected: Restricted stock units
Number of security on exchange: 000000
Holder's balance of the security in last report: 0
Holder's balance after the change: 10,572
Total securities increase/decrease: 10,572
Is this a grant of rights to purchase shares? Yes
Total proceeds for securities issued: 0
Exchange security number of share resulting from exercise: 224014
Quantity of shares upon full exercise/conversion: 10,572
Total exercise proceeds upon full exercise/conversion: 10,572
Period exercisable: The CEO is required to hold the restricted stock units and/or the exercise shares for at least two years from the grant date
Exercise period: 19/11/2025 to 19/11/2027
Will the allocated securities be listed for trading? No
Allocation is pursuant to: Private Offer Report published on 24/10/2025 (ref: 2025-01-079704)
Security was paid in full and consideration received
Security was paid in full but the consideration was not received in full
Issued for ATM program
Other: Allocation of restricted stock units to CEO
(not populated in the provided source)
A copy of the updated shareholders register is attached according to section 130 of the Companies Law, 1999: ["מניה_isa.pdf"]
A copy of the updated registry of the corporation's securities holders, including the options and BONDS holders register is attached: ["אופציה_isa.pdf"]
| # | Name | Title | |
|---|---|---|---|
| 1 | Adv. Adi Barkan Stern | Corporate Secretary |
Explanation: According to regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report filed under these regulations must be signed by authorized signatories of the corporation. The ISA staff's position can be found on the authority's website: Click here
The option plan is based on a mechanism whereby, when options are exercised, shares are allocated to the exerciser only corresponding to the benefit value (the gap between the market price and the exercise price (cashless exercise)).
The calculation of the number of shares to be received upon exercise of the options, as detailed below, is based on the theoretical maximum assumption of full exercise of all options into company shares at the company share price determined as the benefit cap (for the 2023 plan, a cap price of NIS 113.58 per share; for the 2024 plan, a cap of NIS 85.75 average per share; for the 2025 option plan, a cap of NIS 156.80 per share). It is further emphasized that the above is under the theoretical assumption only, since the actual exercise shares that will be allocated will reflect the cash benefit embedded in the options at the exercise date, and will be lower.
Conversion ratios of options to shares are as follows:
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.
Warrant Series A, Plan 06/2023: 0.487
Warrant Series A, Plan 06/2024: 0.250
Warrants Series A & B, Plan 06/2025: 0.375
Abbreviated name: Clal Insurance Enterprises
Address: 36 Raul Wallenberg St., Tel Aviv, P.O. Box 37070, 6136902
Tel: 03-6387575, 03-6387577
Fax: 03-6397011
Email: [email protected]
Signatory Name: Barkan Stern Adi Position: Corporate Secretary
Employer: Clal Insurance Company Ltd.
Address: 36 Raul Wallenberg St., Tel Aviv, P.O. Box 37070, 6136902
Tel: 077-6387634 Fax: 03-7965879
Email: [email protected]
Previous names of the reporting entity: (not filled)
All corporate securities are listed for trading on the Tel Aviv Stock Exchange.
Form structure updated: 06/08/2024
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