Regulatory Filings • Dec 22, 2025
Regulatory Filings
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22 December 2025
To: Israel Securities Authority Via the MAGNA system To: Tel Aviv Stock Exchange Ltd. Via the MAYA system
The Company is pleased to announce that on December 21, 2025, the Company's Board of Directors approved a private placement of 1,933,702 ordinary shares
of the Company (the Allocated Shares) to classied investors.
The Allocated Shares will be allotted, among others, to the following investors: Harel Insurance Investments and Financial Services Ltd. - Provident Funds, Harel
Insurance Investments and Financial Services Ltd. - Nostro, Phoenix Financial Ltd. - Provident Funds and Companies for the Management of Provident Funds, and Migdal
Insurance Holdings and Financial Services Ltd. – Participant, who are interested parties in the Company as such term is dened in Section 270(5) of the Companies Law,
1999¹. In addition, to other investors that are not considered interested parties as mentioned above.
The Allocated Shares will constitute, after their allocation, approximately 2.63% of the Company's share capital and voting rights, on a non-diluted basis (and 2.62%
on a fully diluted basis).
The price of the Allocated Shares to the offerees is NIS 90.5 per share, for a total gross consideration of NIS 175,000,031.
The closing price of the Company's share as of December 21, 2025, was NIS 95.7; the ratio between the price of the Allocated Shares in the private placement and
the closing price on December 21, 2025, is 94.6%.
Out of the stated amount of shares, the following will be allotted to interested parties: (a) 555,000 shares to Harel Insurance Investments and Financial
Services Ltd. - Provident Funds, (b) 57,635 shares to Harel Insurance Investments and Financial Services Ltd. - Nostro, (c)
96,600 shares to Phoenix Financial Ltd. - Provident Funds and Companies for Management of Provident Funds, and (d) 193,300 shares to Migdal Insurance Holdings
and Financial Services Ltd. – Participant.
The private allocation is subject to the approval of the Tel Aviv Stock Exchange Ltd. for trading the Allocated Shares.
The Company will soon publish a detailed immediate report about the above private allocation, prepared in accordance with the Securities Regulations (Private
Offering of Securities in a Public Company), 2000. The Company will approach for approval of the Stock Exchange as mentioned, shortly after ling the report on
the private allocation. The actual allocation of the Allocated Shares will be carried out soon after receiving the Stock Exchange approval.
It should be claried that the contents of this report do not constitute an offer to purchase or a solicitation to make offers to purchase the Company's securities from the public,
and should not be interpreted as a public offering of the Company's securities.
Respectfully,
By: Uri Enoch, CFO
¹ As they are considered interested parties in the Company by virtue of holdings (including each of them being a signicant shareholder in the Company, i.e., each holds ve percent or more of the issued share capital of the Company). For details about the controlling shareholders in these entities, see the immediate report regarding the holding status of interested parties and company ocers as of 30/09/2025, as published by the Company on 19/10/2025 (reference no.: 2025-01-077109), which is hereby incorporated by reference.
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