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Migdal Insur. Share Issue/Capital Change 2025

Oct 12, 2025

6927_rns_2025-10-12_a0860d7a-a604-444a-ab96-e3d08a81217b.pdf

Share Issue/Capital Change

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MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.

MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.

Registration Number: 520029984

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T087 (Public) Filed on MAGNA: 12/10/2025 Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock

Exchange Website: www.tase.co.il Reference: 2025-01-074904

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

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:

Forced exercise of non-listed options into ordinary shares of
the
company.

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
on
TASE
Quantity
in
Registered
Capital
Issued
and
Paid-Up
Capital
Quantity
Registered
in
the
Name
of
the
Registration
Company
Ordinary
Share
0.01
1081165 1,500,000,000 Last
Report:
1,057,779,183
Current:
1,057,948,073
1,054,162,652
Warrants
for
Officers
of
the
Company
and
its
Subsidiaries
1197730 0 Last
Report:
9,372,973
Current:
8,997,148
0

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

2. The Corporation Announces That:

On the date: 12/10/2025

A change occurred in the quantity and register of holders of the corporation's securities (including rights to purchase shares) as a result of:

Description of the Nature of the Change

Forced exercise of 375,825 non-listed options into 168,890 ordinary shares of the company, all in accordance with the limit price and the net exercise mechanism detailed in the private placement report published by the company on October 10, 2023 (Reference: 2023-01- 093334), which is incorporated herein by reference.

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

Section 1

1. affected
Name
of
registered
holder
by
the
change:
I.B.I.
Trust
Management
identification
Type
of
number:
Number
in
the
Israeli
Companies
Registrar
Identification
number:
515020428
Nature
of
the
change:
Exercise
of
options
Date
of
change:
12/10/2025
Executed
via
TASE
clearing
house:
No
affected:
officers
Type
and
name
of
security
Warrants
for
of
the
company
and
its
subsidiaries
Security
number
on
TASE:
1197730
Holder's
balance
in
the
security
in
the
last
report:
9,372,973
Holder's
balance
in
the
security
after
the
change:
8,997,148
Total
quantity
of
securities
decreased/increased:
375,825
Is
this
a
grant
of
rights
to
purchase
shares:
No
Total
consideration
for
allocated
securities:
Security
number
on
TASE
of
the
share
resulting
from
the
exercise:
Number
of
shares
resulting
from
full
exercise/conversion:
Total
additional
consideration
from
full
exercise/conversion:
Period
during
which
the
security
can
be
exercised:
From:

To:
Will
the
allocated
securities
be
listed
for
trading:
The
allocation
of
these
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
ATM
program
Other:
2. affected
Name
of
registered
holder
by
the
change:
Registration
Company
of
the
Tel
Aviv
Stock
Exchange
Ltd.
identification
Type
of
number:
Number
in
the
Israeli
Companies
Registrar
Identification
number:
515736817

Nature of the change: Other (Forced exercise of options into ordinary shares of the

Date of change: 12/10/2025

company)

  • Executed via TASE clearing house: Yes
  • Type and name of security affected: Ordinary Share 0.01
Security
number
on
TASE:
1081165
Holder's
balance
in
the
security
in
the
last
report:
1,053,993,762
Holder's
balance
in
the
security
after
the
change:
1,054,162,652
Total
quantity
of
securities
decreased/increased:
168,890
Is
this
a
grant
of
rights
to
purchase
shares:
No
Total
consideration
for
allocated
securities:
Security
number
on
TASE
of
the
share
resulting
from
the
exercise:
Number
of
shares
resulting
from
full
exercise/conversion:
Total
additional
consideration
from
full
exercise/conversion:
Period
during
which
the
security
can
be
exercised:
From:

To:
Will
the
allocated
securities
be
listed
for
trading:
The
allocation
of
these
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
ATM
program

Other: _________

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 the same day, should be summarized in one row. For this purpose – changes made through the TASE clearing house should be separated from changes made 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 NIS par value.

3. Main Shareholder Register as of the Reporting Date:

No. Name of
Registered
Shareholder
Type of
ID
Number
ID
Number
Security
Number
on TASE
Type
and Par
Value
of
Shares
Number of
Shares
Holds
Shares
as
Trustee
1 Registration
Company of
the Tel Aviv
Stock
Exchange
Ltd.
Number in
the Israeli
Companies
Registrar
515736817 1081165 Ordinary
0.01 NIS
1,054,162,652 No

4. Attached is a file of the shareholder register in accordance with Section 130 of the Companies Law, 1999

5. Attached is an updated file of the corporation's securities registers, including the register of warrant holders and the register of bondholders

pdf.isa_מרשם_ניירות_ערך_12102025

Alt: Updated register of the corporation's securities as of 12/10/2025

Details of the authorized signatories on behalf of the corporation:

No. Name
of
Signatory
Position
1 Adv.
Sarit
Perlmutter-Sugarman
Corporate
Secretary

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. Staff position on the matter can be found on the Authority's website: Click here.

Previous reference numbers of documents on the subject (mention does not constitute incorporation by reference):

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

Short Name: MIGDAL INSURANCE & FINANCIAL HOLDINGS LTD.

Address: 4 Efal St., Petah Tikva 4951229 Phone: 076-8868962, 076-8868959 Fax: 03-

9238988 Email: [email protected] Company website: www.migdal.co.il

Previous names of the reporting entity: MIGDAL INSURANCE HOLDINGS LTD.

Electronic reporter name: Noam Havilich Position: Chief Legal Counsel Employer company name: Migdal Insurance Company Ltd. Address: 4 Efal St., Petah Tikva 4951229 Phone: 076-

8868101 Email: [email protected]

End of document