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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:
-
- If the change affects more than one security, the effect of the change should be detailed in a separate row for each security.
-
- 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.
-
- The change for a decrease, add the sign "-".
-
- 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