Interim report
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. The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 1
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 2 August 5, 2025 THE TEL-AVIV STOCK EXCHANGE LTD REPORTED SECOND QUARTER 2025 RESULTS August 5, 2025 (Tel Aviv) -Tel Aviv Stock Exchange Ltd ( TASE:TASE) today announced its financial results for the second quarter ended June 30, 20251. 1. General TASE continue to achieve strong financial results . The revenue amounted to NIS 136.1 million, and increased by 29% compared to the corresponding quarter of 2024. Adjusted net profit increased significantly by 73% in the second quarter of 2025 to NIS 44.4 million, compared to NIS 25.7 million in the corresponding quarter last year. . 1.1 Highlights of TASE’s Results for the Second Quarter of 2025 Second Quarter Results ▪ TASE revenues amounted to NIS 136.1 million in the second quarter of 2025, an increase of 29% compared to the corresponding quarter last year. most of the increase in revenue is due to an increase across all the activities, mainly revenue from clearing house services and revenue from trading and clearing commissions. ▪ Adjusted EBITDA amounted in the second quarter of 2025 to NIS 71.6 million, compared to NIS 45.8 million in the corresponding quarter last year, an increase of 56%. The increase is due mainly to an increase in revenue from services, less the increase in costs. ▪ EBITDA Margin amounted in the second quarter of 2025 to 52.6%, compared to 43.6% in the corresponding quarter last year. ▪ Adjusted net profit amounted to NIS 44.4 million in the second quarter of 2025, compared to NIS 25.7 million in the corresponding quarter last year, an increase of 73%. The increase is due mainly to revenue from services, less the increase in costs and in tax expenses. First half of 2025 Results ▪ TASE revenues amounted to NIS 267.1 million in the first half of 2025, an increase of 25% compared to the corresponding period last year. most of the increase in revenue is due to an increase across all the activities, mainly revenue from clearing house services and revenue from trading and clearing commissions. ▪ Adjusted EBITDA amounted to NIS 133.5 million in the first half of 2025, compared to NIS 94.4 million in the corresponding period last year, an increase of 41%. The increase is due to an increase in revenue from services, less the increase in costs. ▪ EBITDA Margin amounted in the first half of 2025 to 50%, compared to 44.2% in the corresponding period. ▪ Adjusted net profit amounted to NIS 81.3 million in the first half of 2025, compared to NIS 53.5 million in the corresponding period last year, an increase of 52%. The increase is due mainly to revenue from services, less the increase in costs and in tax expenses. 1 The Board of Directors of TASE today approved the Consolidated Financial Statement as of June 30, 2025. The consolidated financial statements of the Company were prepared in accordance with IFRS. This is an English translation of parts of the information included in the approved financial statements. In the event of any discrepancy between the original Hebrew and the translation to English, the Hebrew version alone will prevail. The consolidated financial statements in the English Version will be published on the website by the end of September 2025.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 3 1.2 Business and Corporate Highlights for the Second Quarter of 2025 BUSINESS HIGHLIGHTS ▪ The average daily trading volume of shares in the second quarter of 2025 amounted to approximately NIS 3.2 billion, a 46% increase compared to the volumes in the corresponding quarter in the previous year. ▪ The average daily trading volume of corporate bonds in the second quarter of 2025 amounted to approximately NIS 1.1 billion, a 1% decrease compared to the volumes in the corresponding quarter in the previous year. The average daily trading volume of government bonds in the second quarter of 2025 amounted to approximately NIS 3.7 billion, a 14% increase compared to the volumes in the corresponding quarter in the previous year. ▪ The average daily trading volume of T-bills in the second quarter of 2025 amounted to NIS 1.7 billion compared with NIS 1.4 billion in the corresponding quarter in the previous year, an increase of 25%. ▪ The average daily redemptions or creations volume of mutual funds in the second quarter of 2025 amounted to NIS 2.4 billion compared with NIS 1.8 billion in the corresponding quarter in the previous year, an increase of 30%. ▪ The daily average trading volume of derivatives in the second quarter of 2025 amounted to 209.8 thousand units a day, compared with 169.4 thousand units in the corresponding quarter in the previous year, an increase of 24%. ▪ In the second quarter of 2025, NIS 2.1 billion was raised on TASE in shares, a n increase of 287% over the corresponding quarter in the previous year, of which NIS 0.8 billion was raised in an IPO. ▪ In the second quarter of 2025, NIS 43.4 billion was raised on TASE in corporate bonds, an increase of 141% over the corresponding quarter in the previous year and NIS 33.2 billion was raised on TASE in government bonds, a decrease of 24% over the corresponding quarter in the previous year. ▪ In the second quarter of 202 5, NIS 103.3 billion was raised on TASE in T-bills, a decrease of 9% over the corresponding quarter in the previous year. ▪ The leading indices TA -35, TA -90, TA -125 and TA -SME60 increased by 23.5%, 25.5%, 24.5%, 16.9% respectively, in the first half of 2025. ▪ The balance of monthly average market cap of the assets in custodianship at TASE -CH for the second quarter of 2025 was NIS 3.8 trillion, an increase of 17% compared to year ended December 31, 2024 ▪ Net financing income in the second quarter of 202 5 amounted to NIS 1.2 million, as compared to net financing income of NIS 2 million in the corresponding quarter last year, a 40% decrease. The decrease was mainly due to a decrease in the balance of deposits and as a result of NIS -USD fluctuations. This decrease was partially offset by gains from marketable securities
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 4 2. Summary of Information Relating to the Results for the Second Quarter of 2025 (NIS, in thousands) 2.1 Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024 Statement of Profit or Loss (NIS, in thousands) Quarter ended Difference 30.6.2025 30.6.2024 Amount % Revenue from services 136,100 105,110 30,990 29% costs 80,660 74,766 5,894 8% Profit before financing income, net 55,440 30,344 25,096 83% Financing income, net 1,200 1,999 (799) (40%) Profit before Taxes on income 56,640 32,343 24,297 75% Taxes on income 13,035 8,063 4,972 62% Net profit 43,605 24,280 19,325 80% % of total revenue from services for the quarter 32% 23.1% ▪ Revenue in the second quarter of 2025 totaled NIS 136.1 million, compared to revenue of NIS 105.1 million in the corresponding quarter last year, an increase of 29%. The increase in revenue is due to an increase from all the activities, and mainly to an increase in revenue from clearing house services, and from trading and clearing commissions. ▪ Costs in the second quarter of 2025 totaled NIS 80.7 million, compared to costs of NIS 74.8 million in the corresponding quarter last year, a n increase of 8%. The increase in costs is due mainly to an increase in computer and communication expenses, and Depreciation and amortization expenses. ▪ Net financing income in the second quarter of 2025 totaled NIS 1.2 million, as compared to net financing income of NIS 2 million in the corresponding quarter last year, a 40% decrease. Net financing income decreased mainly due to a decrease in the balance of deposits and as a result of NIS -USD fluctuations. This decrease was partially offset by gains from marketable securities. ▪ Tax expenses, net in the second quarter of 2025 totaled NIS 13.0 million, as compared to NIS 8 million in the corresponding quarter last year, a 62% increase. The increase in the tax expenses was due to the increase in the pre-tax profit. ▪ The profit in the second quarter of 2025 totaled NIS 43.6 million, compared to NIS 24.3 million in the corresponding quarter last year, an increase of 80%. The increase in profit was due mainly to the increase in revenues, less the increase in costs and in tax expenses, as explained above.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 5 2.2 Quarter ended 30.6.2025 30.6.2024 Difference % Weighted average number of ordinary shares used to compute Basic earnings per share 91,240,863 92,444,048 (1%) Diluted earnings per share 93,636,980 95,784,038 (2%) Basic earnings per share in NIS 0.478 0.263 82% Diluted earnings per share in NIS 0.466 0.253 84% 2.3 The revenue in the second quarter of 2025 – below is the composition of the second quarter’s revenue, compared to the corresponding quarter last year (NIS in thousands): Revenue from services Quarter ended 30.6.2025 % of the Company’s total revenues 30.6.2024 % of the Company’s total revenues % change Trading and clearing commissions 49,051 36% 38,812 37% 26% 28% of the increase in revenue from trading and clearing commissions is due mainly to an increase in the trading volumes, primarily in shares and derivatives, and in the volume of creations/redemptions of mutual fund units. In addition, the three additional trading days this quarter compared to the corresponding quarter last year increased revenue by a further 5%. In opposition, a reduction in the effective commission rate, primarily in shares and mutual funds, reduced the aforesaid total increase in revenue by 7%. Listing fees and levies 25,138 18% 21,715 21% 16% 7% of the increase in revenue from listing fees and levies stems from an increase in revenue from annual levies, both as a result of the increase in the number of companies and funds that pay an annual levy, and due to the linkage of the levy rates to the CPI. In addition, 5% of the increase in revenue is due to an increase in revenue from listing fees, in view of the increase in the volumes raised this quarter compared to the corresponding quarter last year, and 4% of the increase is due to an increase in revenue from examination fees. Clearing House services 35,176 26% 21,531 20% 63% 38% of the increase in revenues from Clearing House services stems from an increase in revenues from Clearing House services to members, both as a result of the higher volumes of activity, and due to the completion of the regulation of OTC clearing in the fourth quarter of 2024 and the linkage of the clearing rates to the CPI. In addition, 24% of the incr ease in revenue is due to an increase in revenue from custodian fees as a result of the increase in the value of assets held in custody at TASE -CH and to an increase in the average commission rate, and 1% of the increase in revenue is due to an increase in revenue from companies and funds and the other Clearing House services. Data distribution and connectivity services 26,320 19% 22,119 21% 19% 9% of the increase in revenue from data distribution and connectivity services is due to an increase in revenue from authorizations to use the TASE indices, mainly as a result of the increase in the value and the use of the TASE indices, 8% of the increase is due to an increase in revenue from data distribution to private and business customers ( in Israel and abroad), and 2% of the increase is due to an increase in revenue from connectivity services. Other revenue 415 1% 933 1% (56%) Most of the decrease in other revenue is due to a reduction in the revenue from the activity of the Conference Center this quarter, mainly due to the curtailment of the Conference Center's activity during the war with Iran. Total revenue from services 136,100 100% 105,110 100% 29%
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 6 2.4 Adjusted Net Profit and Adjusted EBITDA Data2(NIS, in thousands) Quarter ended Difference 30.6.2025 30.6.2024 Amount % Adjusted EBITDA for the quarter: Profit before financing income, net 55,440 30,344 25,096 Adjustments: Share-based payment expenses 807 1,405 (598) Depreciation and derecognition of assets 15,399 14,063 1,336 Adjusted EBITDA for the quarter: 71,646 45,812 25,834 56% % of total revenue from services for the quarter 52.6% 43.6% Adjusted profit for the quarter: Profit for the quarter 43,605 24,280 19,325 Adjustments: Share-based payment expenses 807 1,405 (598) Adjusted profit for the quarter: 44,412 25,685 18,727 73% % of total revenue from services for the quarter 32.6% 24.4% − Adjusted EBITDA in the second quarter of 2025 totaled NIS 71.6 million, compared to NIS 45.8 million in the corresponding quarter last year, an increase of 56%. The increase is due mainly to an increase in revenue from services, less the increase in costs, as described in section 2.1 above. − Adjusted net profit in the second quarter of 2025 totaled NIS 44.4 million, compared to NIS 25.7 million in the corresponding quarter last year, an increase of 73%. The increase is due mainly to an increase in revenue from services, less the increase in costs and in tax expenses, as described above. 2 Adjusted data for the profit and EBITDA (operating profit before interest, tax, depreciation and amortization): These data are based on the data in the Company’s financial statements for the reported p eriods, after eliminating the effects of certain events and factors, as explained above, that are not typical of the Company’s operating activities. It is hereby clarified that the data presented above are not presented in accordance with generally accept ed accounting principles and do not reflect the Company’s cash flows from operating activities or its operating profits and net profit and, accordingly do not constitute a substitute for the data in the Company’s financial statements regarding the operatin g profit and/or the net profit. Nevertheless, in the Company’s opinion, these data enable a better comparison to be made of the Company’s performance in the reported periods.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 7 3. Presented below is information relating to the results for the first ha lf of 2025 (NIS, in thousands) 3.1 Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024 Statement of Profit or Loss (NIS, in thousands) Six months ended 30.6.2025 30.6.2024 Difference % Change Revenue from services 267,130 213,403 53,727 25% Costs 165,504 150,133 15,371 10% Profit before financing income, net 101,626 63,270 38,356 61% Financing income, net 2,090 3,436 (1,346) (39%) Profit before Taxes on income 103,716 66,706 37,010 55% Taxes on income 24,320 16,716 7,604 45% Profit for the period 79,396 49,990 29,406 59% % of total revenue from services for the period 29.7% 23.4% ▪ Revenue in the first half of 2025 totaled NIS 267.1 million, compared to revenue of NIS 213.4 million in the corresponding period last year, an increase of 25%. The increase in revenue is due to an increase from all the activities, and due mainly to an increase in revenue from clearing house services, and from trading and clearing commissions. ▪ The costs in the first half of 2025 totaled NIS 165.5 million, compared to costs of NIS 150.1 million in the corresponding period last year, a n increase of 10%. The increase in costs is due mainly to an increase in employee benefits expenses, and computer and communication expenses . ▪ Net financing income in the first half of 2025 totaled NIS 2.1 million, compared to net financing income of NIS 3.4 million in the corresponding period last year, a 39% decrease. Net financing income decreased mainly due to a decrease in the balance of deposits and as a result of NIS -USD fluctuations. T his decrease was partially offset by gains from marketable securities. ▪ Net tax expense s in the first half of 2025 totaled NIS 24.3 million, compared to NIS 16.7 million in the corresponding period last year, a 45% increase. The increase in the tax expense s stemmed from the higher pre-tax profit. ▪ The profit in the first half of 2025 totaled NIS 79.4 million, compared to NIS 50 million in the corresponding period last year, an increase of 59%. The increase in profit was due mainly to the increase in revenue, less the increase in costs and in tax expenses, as explained above.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 8 3.2 Six Months ended 30.6.2025 30.6.2024 Difference % Weighted average number of ordinary shares used to compute Basic earnings per share 91,470,688 92,444,048 (1%) Diluted earnings per share 93,704,559 95,429,554 (2%) Basic earnings per share in NIS 0.868 0.541 61% Diluted earnings per share in NIS 0.847 0.524 62% 3.3 The revenue in the first half of 2025 – below is the composition of the revenue in the first half of 2025 compared to the corresponding period last year (NIS, in thousand): Revenue from services Six Months ended 30.6.2025 % of the Company’s total revenues 30.6.2024 % of the Company’s total revenues % change Trading and clearing commissions 98,541 37% 81,766 38% 21% 24% of the increase in revenue from trading and clearing commissions is due mainly to an increase in the trading volumes, primarily in shares and derivatives, and in the volume of creations/redemptions of mutual fund units. In addition, the four additional trading days in the first half of 2025 compared to the corresponding period last year increased revenue by a further 3%. In opposition, a reduction in the effective commission rate, primarily in shares and mutual funds, deducted 6% from the increase in revenue. Listing fees and levies 49,407 18% 43,318 20% 14% 8% of the total increase in revenue from listing fees and levies stems from an increase in revenue from annual levies, both as a result of the increase in the number of companies and funds that pay an annual levy, and due to the linkage of the levy rates to the CPI. In addition, 4% of the total increase in revenue is due to an increa se in revenue from listing fees, in view of the increase in the volumes raised between the periods, and 2% of the increase is due to an increase in revenue from examination fees. Clearing House services 67,055 25% 41,511 20% 62% 37% of the increase in revenue from Clearing House services stems from an increase in revenues from clearing house services to members, both as a result of the higher volumes of activity, and due to the completion of the regulation of OTC clearing in the fourth quarter of 2024 and the linkage of the clearing rates to the CPI. In addition, 24% of the increase in revenue is due to an increase in revenue from custodian fees as a result of the increase in the value of assets held in custody at TA SE-CH and to an increase in the average commission rate, and 1% of the increase in revenue is due to an increase in revenue from companies and funds and the other clearing house services. Data distribution and connectivity services 50,839 19% 44,720 21% 14% 7% of the increase in revenue from data distribution and connectivity services is due to an increase in revenue from data distribution to private and business customers in Israel, and to an increase in revenue from authorizations to use the TASE indices, m ainly as a result of the increase in the value and use of the TASE indices, which increased revenue by 5%. In addition, 2% of the increase in revenue is due to an increase in revenue from connectivity services. Other revenue 1,288 1% 2,088 1% (38%) Most of the decrease in other revenue is due to the termination of the rent agreement with the UAE Embassy in Israel in the first quarter of 2024. Total revenue from services 267,130 100% 213,403 100% 25%
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 9 3.4 Adjusted net profit and adjusted EBITDA data3 (NIS, in thousands): Six Months ended Difference 30.6.2025 30.6.2024 Amount % Adjusted EBITDA for the period: Profit before financing income, net 101,626 63,270 38,356 Adjustments: Share-based payment expenses 1,870 3,518 (1,648) Depreciation and derecognition of assets 29,981 27,592 2,389 Adjusted EBITDA for the period: 133,477 94,380 39,097 41% % of total revenue from services for the period 50% 44.2% Adjusted profit for the period: Profit for the period 79,396 49,990 29,406 Adjustments: Share-based payment expenses 1,870 3,518 (1,648) Adjusted profit for the period: 81,266 53,508 27,758 52% % of total revenue from services for the period 30.4% 25.1% The adjusted EBITDA in the first half of 2025 totaled NIS 133.5 million, as compared to NIS 94.4 million in the corresponding period last year, a n increase of 41%. The increase is due to an increase in revenue from services, less the increase in costs, as described in section 3.1 above. The adjusted profit in the first half of 2025 totaled NIS 81.3 million, compared to NIS 53.5 million in the corresponding period last year, an increase of 52%. The increase is due mainly to an increase in revenue from services, less the increase in costs and in tax expenses, as described above. 3 Adjusted data for the profit and EBITDA (operating profit before interest, tax, depreciation and amortization): This data is based on the data in the Company’s financial statements for the reported periods, after eliminating the effects of certai n events and factors, as explained above, that are not typical of the Company’s operating activities. It is hereby clarified that the data presented above is not presented in accordance with generally accepted accounting principles and do not reflect the Company’s cash flows from operating activities or its operating profits and net profit and, accordingly do not constitute a substitute for the data in the Comp any’s financial statements regarding the operating profit and/or the net profit. Nevertheless, in the Company’s opinion, this data enables a better comparison to be made of the Company’s performance in the reported periods.
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. The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 10 3.5 Summary of Information Relating to the Financial Position as of June 30 , 2025 (NIS, in thousands): As of 30.06.2025 As of 31.12.2024 NIS, in thousands Difference % Change Cash and cash equivalents and short- term financial assets 377,073 531,408 (154,335) (29%) Other current assets 39,089 29,452 9,637 33% Property and equipment and intangible assets, net 474,559 472,458 2,101 0% Other non-current assets 8,892 8,138 754 9% Total assets (*) 899,613 1,041,456 (141,843) (14%) Current liabilities 181,142 170,433 10,709 6% Non-current liabilities 170,101 149,755 20,346 14% Total liabilities (*) 351,243 320,188 31,055 10% Total equity 548,370 721,268 (172,898) (24%) Ratio of equity to total assets (*) 61% 69% Ratio of adjusted equity to total assets (*) (**) 74% 80% Surplus equity over regulatory requirements (in NIS millions) 449 627 (178) (28%) Surplus liquidity over regulatory requirements (in NIS millions) 157 172 (15) (9%) (*) The total assets and liabilities as of 30.6.202 5 and 31.12.2024, include a balance of assets and liabilities in respect of open derivative positions amounting to NIS 625.9 million and NIS 784 million, respectively, which for reasons of convenience in analyzing the financial position have been offset against each other in this table. (**) The adjusted equity also includes the total deferred income from listing fees. − The total assets as of 30.6.2025 amounted to NIS 899.6 million, compared to NIS 1,041.5 million as of 31.12.2024, a decrease of 14% . The decrease is due mainly to a decrease in cash and cash equivalents. − The total liabilities as of 30.6.2025 amounted to NIS 351.2 million, compared to NIS 320.2 million as of 31.12.2024, an increase of 10%. The increase is due mainly to an increase in income received in advance with respect to annual levies, and an increase in loan from a bank. − The total equity as of 30.6.202 5 amounted to NIS 548.4 million, compared to NIS 721.3 million as of 31.12.2024, a decrease of 24%. The decrease in equity is due mainly to buyback of the Company's shares, in an amount of NIS 202.4 million and dividend paid in an amount of NIS 50.7 million.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 11 3.6 Summary of Cash Flows for the Three Months Ended June 30, 2025 (NIS, in millions): Three months ended June 30, Item 2025 2024 Explanations of the Company Opening balance 243.8 393.0 Net cash from operating activities Adjusted EBITDA 71.6 45.8 The increase in adjusted EBITDA is due mainly to an increase in revenue from services, less the increase in costs. Changes in working capital (0.5) (22.9) The increase in working capital is due mainly to an increase in liabilities for employee benefits, an increase in trade and other payables, an increase in deferred income, and a decrease in trade and other receivables. Financing and tax (6.7) (3.0) The increase is due mainly to an increase in tax payments and reduction in interest receipts. Total 64.4 19.9 Cash flows from operating activities increased by 223% between the quarters. Net cash for investing activities Investments in property and equipment and in intangible assets and capitalized payroll costs (11.8) (9.1) The increase is due to the timing of implementation of the Group’s investment work plans during the quarters. Acquisition of financial assets, net (0.1) (0.4) Disposal (acquisition) of assets in accordance with the Company’s investments policy. Total (11.9) (9.5) Net cash for financing activities Lease payments (2.3) (2.3) Repayment of long-term loan (10.8) (12.5) For information on a bank loan, see section 5.12 below. Total (13.1) (14.8) Total increase (decrease) in cash and cash equivalents 39.4 (4.4) Changes in exchange rates (1.4) 0.1 Effect of changes in exchange rates on cash balances held in foreign currency. Closing balance 281.8 388.7
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 12 Presented below are Cash Flows for the Six months Ended June 30, 2025 (NIS, in millions): Six months ended June 30, Item 2025 2024 Explanations of the Company Opening balance 438.3 408.5 Net cash from operating activities Adjusted EBITDA 133.5 94.4 The increase in adjusted EBITDA is due mainly to an increase in revenue from services, less the increase in costs. Changes in working capital 15.2 (18.1) The increase in working capital is due mainly to an increase in liabilities for employee benefits, an increase in trade and other payables, an increase in deferred income, and a decrease in trade and other receivables. Financing and tax (26.4) (14.4) The increase is due mainly to higher tax payments and reduction in interest receipts. Total 122.3 61.9 Cash flows from operating activities increased by 98% between the periods. Net cash for investing activities Investments in property and equipment, intangible assets and capitalized payroll costs (31.8) (22.1) The increase is due to the timing of implementation of the Group’s investment work plans during the quarters. Acquisition of financial assets, net (0.1) 0.1 Disposal (acquisition) of assets in accordance with the Company’s investments policy. Total (31.9) (22.0) Net cash for financing activities Lease payments (4.5) (4.7) buyback of company's shares (202.6) - For information on the buyback of Company's shares, see section 5.10 below. Receipt of long-term loan 130.0 - For information on a loan bank obtained by the company from a bank, see section 5.12 below. Repayment of long-term loans (118.1) (25.0) For information on a loan bank repaid by the company, see section 5.12 below. Dividends paid (50.7) (272.7) Dividends paid. For additional information, see section 5.3 below. Receipts carried directly to equity within the framework of implementing the ownership restructuring, net. - 242.5 Receipts from shareholders that realized shares that are subject to the provisions of the TASE Restructuring Law. Total (245.9) (59.9) Total decrease in cash and cash equivalents (155.5) (20.0) Changes in exchange rates (1.0) 0.2 Effect of changes in exchange rates on cash balances held in foreign currency. Closing balance 281.8 388.7
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 13 4. Seasonality The revenue of the Company from trading and clearing is affected, inter alia, by the number of trading and clearing days. Presented below are expected trading days: Q1 Q2 Q3 Q4 TOTAL Year 2024 63 57 65 60 245 2025 64 60 62 60 246 5. Events During the Reporting Period and Thereafter 5.1 Disclosure on the effects of the “Swords of Iron” War On October 8, 2023, the Government of Israel declared a state of war (which is still ongoing after the reporting date), following a surprise attack by Hamas. This has had an unsettling effect on TASE, mirroring the overall economic climate. Prices dropped, the Fear Index surged and the exchange rate of the dollar crossed the NIS 4 mark. Nevertheless, the market recovered by year-end, with the leading indices appreciating by 4% and the shekel stabilizing. In 2024, trading continued under the shadow of security and geopolitical tensions, which caused market volatility and even led to a downgrade of Israel's credit rating by the international credit rating agencies : • Moody’s: downgraded the rating during the year from A1 to Baa1, maintaining the negativ e outlook. • S&P: downgraded the rating during the year from AA to A, maintaining the negative outlook. • Fitch: downgraded the rating from A+ to A, maintaining the negative outlook. The first seven months 2024 moderate gains were demonstrated and, later in the year, driven by military initiatives and a restoration of security, indices rebounded to new highs, ranking among the best globally. The recovery in the local capital market continued into the first half of 2025 - despite ongoing security challenges, the TASE indices continued to stand out with high yields, primarily influenced by a temporary ceasefire agreement with Hamas. A resumption of hostilities in March 2025 caused a temporary market slump, which dissipated by April. Towards the end of the first half of 2025, the conflict with Iran led to an increase in positive market sentiment. This was driven by the assessment that a successful disruption of Iran's nuclear program would reduce regional risk, accelerate the conclusion of hostilities in Gaza, and potentially lead to a broader regional stabilization. By the end of the first half of 2025, TASE's flagship indices reached new highs, topping global performance charts. Furthermore, on the backdrop of the ongoing conflict, in the first half of 2025 all three major international credit rating agencies reaffirmed Israel's credit rating, maintaining the negative outlook. Nevertheless, it is important to note that the pace of economic recovery has been slower than in previous periods, and the economy has not yet returned to its pre-war activity levels. The war, the duration and scope of which cannot be esti mated at present, could have adverse effects on the Israeli market and economy. At this stage, while a significant amount of time has elapsed since the breakout of the War, due to the uncertainty surrounding the intensity, duration and long -term effects of the War, the Company is unable to assess the impact of those changes on its operations and profitability.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 14 5. Events During the Reporting Period and Thereafter (CONT.) 5.2 Adoption of a Dividend Distribution Policy On March 6, 2024, the Board of Directors of the Company approved a dividend distribution policy in connection with the profits of the Company in the years 2024 to 2026 (hereafter: “the Dividend Distribution Policy”), pursuant to which, commencing on the da te of approval of the financial statements as of December 31, 2024 through to the date of approval of the financial statements as of December 31, 2026, the termination date of the Dividend Distribution Policy, the Company will work to distribute to its shareholders a cash dividend at the rate of 50% of the annual net profit as per the Company’s consolidated annual financial statements, this on the date of approval of the annual financial statements. To remove any doubt, it is hereby clarified that the approval of the Dividend Distribution Policy does not obligate the Board of Directors of the Company to pass a resolution on the distribution of a dividend. Any resolution on the distribution of a dividend will be passed subject to compliance with the distribu tion criteria set out in the Companies Law, which would be reviewed on the date of passing of a resolution to distribute a dividend, and in consideration of the current business needs of the Company, the budget and the work plan of the Company for the year pertaining to the distribution, the liquidity situation of the Company, liabilities and covenants, as well as regulatory requirements that apply to companies in the Group (e.g. liquidity requirement and minimum capital requirement), all on the date that s uch resolution is passed. It is further clarified that the Board of Directors may modify and/or cancel and/or deviate from the Dividend Distribution Policy at any time . 5.3 Dividend In accordance with the aforesaid Dividend Distribution Policy, on March 20, 2025, the Company paid a dividend to its shareholders in an amount of NIS 50,697 thousand (representing NIS 0.5556392 per share), in accordance with its Board of Directors resolution from March 4, 2025. For additional information, see t he immediate report published by the Company on March 5, 2025 (reference no.: 2025-01-014716). 5.4 Receipts from shareholders as part of the implementation of the change in ownership structure As mentioned in note 1 B to the company's annual financial statements as of December 31, 2024 (hereafter: the "Annual Financial Statements") , as of the date of the TASE ownership restructuring, 94,000,000 shares had been held by shareholders (hereafter: Arrangement Shares”). In accordance with the TASE Ownership Restructuring Law, and to the extent that the consideration from their sale exceeds the value of the means of control sold pursuant to the Law, the excess consideration will be transferred to TASE to be used for investment in TASE’s technology infrastructure. To the reporting date , 93,999,167 Arrangement Shares have been realized, and TASE’s part in the consideration for those shares totaled NIS 316 million. To the best of the Company’s knowledge, as of the reporting date and further to the aforesaid, 833 shares are held by two holde rs of Arrangement Shares. Shortly before the date of approval of the company's financial statements, as of June 30, 2025, at July 31, 2025 the share price was NIS 64.34. According to the TASE Restructuring Law, as stated in note 1B to the Annual Financial Statements, in the event that the shareholders realize the shares that they hold, the amount of consideration in excess of NIS 5.08 per share will be transferred to TASE and used for the purposes prescribed in the Law. Such excess consideration will be carried directly to the equity of the Company.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 15 5. Events During the Reporting Period and Thereafter (CONT.) 5.5 Warrants allotted to new directors On March 4, 2025, two offerees serving as directors in the Company were granted 33,184 warrants (16,592 warrants, each) out of the Company’s pool of warrants, which are exercisable, each, into one ordinary share of the Company at an exercise price of NIS 54.37. The warrants we re allotted to the offerees on March 11, 2025. Following the dividend distribution on March 20, 2025, the exercise price of these warrants has been adjusted from NIS 54.37 to NIS 53.81. 5.6 Warrants granted to new EVP On March 4, 2025, an officer reporting to the company's CEO, who took office as EVP, member of management, Director of the Economics Department in the Company, was granted 95,248 warrants out of the Company's pool of warrants, which are exercisable, each, into one ordinary share of the Company, at an exercise price of NIS 60. The warrants were allotted to the officer on April 1, 2025. 5.7 Forfeiture of warrants On June 10, 2025, Ms. Hani Shitrit-Bach, TASE EVP, stepped down from her position. Accordingly, 30,084 warrants that had been granted to her were forfeited and returned to TASE’s pool of warrants. 5.8 Revenue recognition - income from listing fees on shares and ETFs Further to the stated in note 2N(2)(a) of the Annual Financial Statements concerning the recognition of income from the listing of securities, income from listing fees on shares and ETFs is recognized over the period in which the securities of the customer on which the listing fees were paid are expected to be traded on TASE, since the customer simultaneously receives and consumes the rewards from the performance of the Group, where the Group provides such listing services. In the first quarter of 2025, as part of a process for the validation of estimates, the Company, with the assistance of an independent external consultant, examined, for revenue recognition purposes, the estimate concerning the period over which the securities of the customer are traded on TASE. Similar to the estimate used by the Company in prior periods, it has been decided that the period of recognition of revenue from listing fees on the initial listing of shares and on the listing of ETFs and ETNs is 12 years, and on the secondary offering of shares , 6 years. The aforementioned estimate was approved by the Board of Directors of the Company on May 13, 2025.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 16 5. Events During the Reporting Period and Thereafter (CONT.) 5.9 Distribution model between TASE and the subsidiaries Pursuant to the stated in note 25E(2) to the Annual Financial Statements with regard to the distribution model between TASE and the subsidiaries, in the first quarter of 2025 the Company examined the model with the assistance of an independent external consultant. As part of the ex amination, it has bee n decided that the procedure for the distribution of the economic profit between TASE and the subsidiaries will continue to be calculated as a percentage of the Company’s revenue. The economic profitability and the distribution of the mixed-income were updated in accordance with a recent market survey. The aforementioned updated model was approved by the Board of Directors of the Company and by the Boards of Directors of the Company's subsidiaries on May 13, 2025. 5.10 buyback of the Company’s shares from Manikay Fund On January 9, 2025, after obtaining the approval of the Audit Committee and the Board of Directors of the Company (as well as following the review by the Risk Management Committee of the Company’s Board of Directors of the aspects pertaining to the capital and liquidity requirements), the Company entered into a transaction with Manikay Global Opportunities Holdings 1, LLC (hereafter: “Manikay Fund”), an interested party in the Company, for the buyback of 4,622,028 ordinary shares of the Company (hereafter: “the Purchased Shares”), representing 4.82% of the issued share capital of the Company (Excluding dormant shares held by the Company), at a price of NIS 43.79 per Purchased Share and for a total consideration of NIS 202.4 million before transaction costs ( hereafter: “the Transaction”). As a result of the Transaction, the Company recognized a reduction in its retained earnings in the amount of the Transaction’s consideration. The Transaction was executed as an off -exchange transaction. On the one hand, following the execution of the Transaction, Manikay Fund’s percentage holding decreased to approximately 15.2% of the issued share capital of the Company (excluding dormant shares held by the Company, including the Purchased Shares). On the other hand, due to the Purchased Shares becoming dormant shares, the percentage holdings of the other equity holders in the Company increased by a uniform rate of approximately 5.07% of the issued share capital of the Company (excluding dormant shares held by the Company, including the Purchased Shares). To complete the picture, it should be noted that, as part of the move and despite the existence of sufficient liquid balances, the company's Board of Directors has approved TASE’s engagement in an agreement with a bank for the receipt of a loan in an amount of NIS 130 million, which was used by the Company to make an early repayment of a previous loan, as described in note 5.12 below, the balance of which at the transaction date (principal and interest) was NIS 100 million. In addition, in order to maintain a positive cash balance at the level of the Company (stand-alone), a wholly-owned subsidiary of the Company distributed to the company a dividend of NIS 30 million out of its liquid balances. In addition, since the balance of the receipts from the sale of the Arrangement Shares, which is designed to finance the investments in the Group’s IT systems, cannot be included in the liquid means of the Group for purposes of the compliance with the Capital and liquidity Requirements, the Company has also entered into an agreement with the Bank for the receipt of a credit facility of NIS 120 million for a period of one year. To the date of this report, the credit facility has not been utilized (see also note 5.12 below).
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 17 5. Events During the Reporting Period and Thereafter (CONT.) 5.11 Sale of Company shares by Manikay Fund Further to the stated in note 19C (1) of the Annual Financial Statements regarding the sale agreement with Manikay Fund, on July 2, 2025, after the reporting date, Manikay Fund, an interested party in the Company, informed the Company of the sale of 8,500,000 shares of the Company in consi deration for NIS 527 million and the reduction of its holdings in the Company’s issued share capital from 15.20% to 5.88%. In addition, at the same day, Mr. Salah Saabneh announced his resignation from the Company's Board of Directors, inter alia, because of the expected termination of Manikay fund, in which he is a partner. 5.12 Bank Loan On January 9, 2025, concurrently with the transaction for the buyback of Company shares (see note 5.10 above), the Company obtained a loan from a bank in an amount of NIS 130 million (“the New Loan”). The New Loan was used by the Company to make a full early repayment of a previous loan, the balance of which was NIS 100 million (principal and interest) on the repayment date. The New Loan bears annual interest at the rate of Prime with the addition of a 0.2% margin and is repayable in 36 equal monthly principal installments at the end of each month, commencing in February 2025 through January 2028 (inclusive). The interest on the loan is payable concurrently with the aforesaid principal installments. The Company has made undertakings to the bank that are customary in agreements such as the loan agreement The New L oan contains undertakings with similar characteristics to those prescribed for the Repaid Loan, including an undertaking to refrain from pledging the TASE building and an undertaking not to sell, transfer or make any transaction in the rights of the Compan y in the real estate that is used for the offices of TASE, as well as an undertaking to comply with covenants that are calculated in relation to the Company’s (stand-alone) data, as described below. In addition, the Company received a credit facility from the bank in an amount of NIS 120 million, for a period of one year (“the Credit Facility”). With respect to the Credit Facility, the Company will pay a setting -up fee in an amount equal to 0.33% of the amount of credit therein. In the event of utilization of the Credit Facility, the credit amounts will bear interest at an identical rate to that of the New Loan. The Company’s undertakings to the bank in respect of the New Loan shall also apply in relation to the Credit Facility. To the date of this report, the Company has not utilized the Credit Facility.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 18 5. Events During the Reporting Period and Thereafter (CONT.) 5.12 Bank Loan (cont.) As of June 30, 2025, the Company has also undertaken to the bank to comply with the following covenants: Covenant Description of covenant Required ratio Actual ratio as of 30.06.2025 Ratio of equity to total assets The Company has undertaken to maintain a minimum ratio of equity to total assets (*) 45% (minimum) 63% Debt coverage ratio The Company has undertaken to maintain a maximum ratio of the balance of its non -subordinated liabilities to banks, financial institutions and other lenders, including shareholders/related parties in the operating profit to debt servicing (**) 2.5 (maximum) 0.8 Debt servicing ratio The Company has undertaken to maintain a minimum ratio of operating profit to debt servicing (**) with the addition of the balance of cash and cash equivalents and financial assets at fair value through profit or loss (T-bills and government bonds), in the debt servicing (current maturities of the loan including financing expenses payable according to the loan’s repayment schedule). 1.25 (minimum) 4.2 (*) Based on its separate financial statements on the date of review. (**) Based on its separate financial statements on the date of review. Operating profit to debt service - profit before financing, net and taxes with the addition of depreciation and amortization expenses for the past 12 months. 5.13 Legal Proceedings 1. Further to the stated in note 18F(1) to the Annual Financial Statements concerning a petition filed by the Israeli Association of Mutual Fund Managers Ltd. (hereafter: “the Association”) against the Israel Securities Authority and TASE (hereafter: “the Respondents”), on March 11, 2025 the State submitted its preliminary response to the petition. On April 1, 2025, the Association submitted a respons e to the preliminary responses, arguing that there are no grounds for the dismissal of the petition due to delay, since the Respondents had caused various delays in the delivery of documents designed to serve as the foundation for the filing of the petition. The association further argued in its response that the preliminary responses do not clarify how and on what data the Authority based its resolution. On June 9, 2025, the Supreme Court issued a ruling, dismissing the motion in limine. The Court determined that the motion was filed with “substantial delay," noting, among other considerations, that nullifying the pricelist amendment more than two years after its effective date could significantly prejudice parties who relied on the tariff approved and implemented during that period. Furthermore, the Court found that the decision to approve the pricelist amendment was a professional determination falling within the Authority's purview, and in these circumstances, judicial intervention in the Authorit y's discretion was unwarranted.
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 19 5. Events During the Reporting Period and Thereafter (CONT.) 5.13 Legal Proceedings (cont.) 2. Further to the transaction for the buyback of the Company's' shares, as described in note 5.10 above, on January 16, 2025, the Company received a motion for the certification of a class action filed against it with the Economic Department of the Tel Aviv -Jaffa District Court (hereafter: “the Motion”) by a named plaintiff who, on January 9, 2025, had allegedly held 12 shares of the Company (hereafter: “the Plaintiff”). The Motion alleges that the Company prejudiced its shareholders in violation of the provisions of the law, including the provisions of Section 191 of the Companies Law, which concerns the prohibition of shareholder oppression. This, according to the Plaintiff, due to the Company’s engagement with Manikay Fund, an interested party in the Company in a transaction for the buyback of Company shares at a premium of 2% above the market price, instead of making a tender offer under the same terms to all of its shareholders (including the Plaintiff). The class on the behalf of which the Plaintiff seeks to conduct the class action is “anyone who has held shares of The Tel -Aviv Stock Exchange Ltd. On January 9, 2025, excluding the Respondent and/or Manikay Fund”. On June 1, 2025, the Company submitted its response to the certification motion, reject ing the claims raised therein. The Plaintiff is required to submit its response to the Company’s response to the certification motion by September 7, 2025. According to the Court's decision, a preliminary hearing in the certification motion will be scheduled after the submission of arguments. In the opinion of the Company’s legal advisors, at this preliminary stage the chances of the Motion cannot be estimated. Nevertheless, based on a preliminary review of the arguments and considering the information furnished to the Company’s legal advisors, it is their assessment, at this stage, that the chances of the Motion being accepted are low. 5.14 Securities Indices On June 18, 2025, the Board of Directors of the company approved the examination by management of TASE of strategic initiatives in relation to its index activity, including a partial or full sale of the operation, or a collaboration with a leading international entity . The management of the Company has been authorized to negotiate and consider the feasibility of the transaction. Jefferies, the investment bank, has been selected to advise TASE in sourcing and evaluating suitable partners. For additional information, see the Company’s immediate report dated June 18, 2025 (reference no: 2025-01-043542).
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 20 ABOUT TASE The Company, including by means of the subsidiaries consolidated in its financial statements (collectively, “the Group”), is engaged in the area of securities trading and securities clearing. Within this framework, the Group is engaged in setting rules regarding the TASE companies, rules for listing securities on TASE (including the obligations that apply to companies whose securities are listed) and rules regarding trading on TASE. The Group o perates trading systems and provides clearing services for both listed and non-listed securities. In addition, the Group operates a derivative clearing house that writes derivatives that are traded on TASE, clears them and serves as a central counterparty for transactions in them. The Group provides central counterparty (CCP) services for transactions in securities and derivatives that are executed on TASE and also provides central securities depository (CSD) services for securities. The Group engages in calculating security indices, in authorizing the use of indices for the creation of financial instruments that track the indices, and in distributing TASE trading data. In addition, since January 2018, the Group operates a nominee company as defined in the S ecurities Law (securities traded on TASE are registered in the nominee company’s name). The Company has one area of activity that is reported as a business segment in the Company’s consolidated financial statements – trading and clearing transactions in securities CONTACTS Yehuda Ben Ezra Orna Goren EVP, CFO Head of Communication and Public Relations Unit Email: cfo@tase.co.il Email: ir.tase@tase.co.il Tel: +972-76-8160442 Tel: +972-76-8160405
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 21
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 22 Information relating to the results for the second quarter of 2025 (NIS, in thousands) CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (NIS, in thousands) June 30, December 31, 2025 2024 2024 Assets Current assets Cash and cash equivalents 281,837 388,705 438,288 Financial assets at fair value through profit or loss 95,236 90,402 93,120 Trade receivables 20,425 19,956 17,859 Other receivables 18,664 18,700 11,593 416,162 517,763 560,860 Assets derived from clearing operations in respect of open derivative positions 625,857 1,303,830 783,916 Total current assets 1,042,019 1,821,593 1,344,776 Non-current assets Deferred tax assets 4,553 3,101 3,248 Property and equipment, net 306,054 309,214 308,950 Intangible assets, net 168,505 158,432 163,508 Other long-term receivables 4,339 7,483 4,890 Total non-current assets 483,451 478,230 480,596 Total assets 1,525,470 2,299,823 1,825,372
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 23 CONSOLIDATED STATEMENTS OF FINANCIAL POSITION (NIS, in thousands) (CONT.) June 30, December 31, 2025 2024 2024 Liabilities and Equity Current liabilities Current maturities of a loan from a bank 43,619 49,934 49,953 Current maturities of lease liabilities 8,659 8,270 8,537 Trade payables 13,697 9,156 11,331 Other payables 8,103 4,424 6,345 Income received in advance with respect to annual levies 24,509 22,838 - Deferred income from listing fees and levies 30,419 28,246 29,853 Current tax liabilities 14,503 10,048 17,388 Short-term liabilities for employee benefits 37,633 32,255 47,026 181,142 165,171 170,433 Liabilities derived from clearing operations in respect of open derivative positions 625,857 1,303,830 783,916 Total current liabilities 806,999 1,469,001 954,349 Non-current liabilities Loan from a bank 68,611 74,936 49,971 Lease liabilities 5,575 13,768 9,692 Deferred income from listing fees and levies 84,703 76,664 80,967 Non-current liabilities for employee benefits 11,212 6,451 9,125 Total non-current liabilities 170,101 171,819 149,755 Equity Remeasurement reserve of net liabilities in respect to defined benefit 5,316 7,671 6,212 Capital reserve in respect to share-based payment transactions 47,569 43,445 45,699 Other capital reserves 319,498 309,432 319,498 Retained earnings 175,987 298,455 349,859 Total equity 548,370 659,003 721,268 Total liabilities and equity 1,525,470 2,299,823 1,825,372
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 24 CONSOLIDATED STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME (NIS, in thousands) Six months ended June 30, Three months ended June 30, Year ended December 31, 2025 2024 2025 2024 2024 Revenue from services: Trading and clearing commissions 98,541 81,766 49,051 38,812 166,626 Listing fees and levies 49,407 43,318 25,138 21,715 88,025 Clearing House services 67,055 41,511 35,176 21,531 88,926 Distribution of data and connectivity services 50,839 44,720 26,320 22,119 90,794 Other revenue 1,288 2,088 415 933 3,494 Total revenue from services 267,130 213,403 136,100 105,110 437,865 Cost of revenue: Employee benefits expenses 84,689 78,328 40,072 39,298 165,255 Expenses in respect to share- based payments 1,870 3,518 807 1,405 5,772 Computer and communications expenses 25,009 21,306 12,456 10,469 43,088 Property taxes and building maintenance expenses 6,801 6,654 3,482 3,390 14,026 General and administrative expenses 6,130 4,901 3,426 2,416 10,522 Marketing expenses 2,593 2,004 827 663 6,672 Fee to the Israel Securities Authority 5,193 4,135 2,597 2,043 8,369 Other operating expenses 2,815 1,700 1,564 1,000 3,619 Depreciation and amortization 29,788 27,556 15,206 14,060 55,976 Other expenses 616 31 223 22 130 Total costs 165,504 150,133 80,660 74,766 313,429 Profit before financing income (expenses), net 101,626 63,270 55,440 30,344 124,436 Financing income 7,848 8,721 4,700 4,508 19,738 Financing expenses 5,758 5,285 3,500 2,509 9,713 Total financing income, net 2,090 3,436 1,200 1,999 10,025 Profit before taxes on income 103,716 66,706 56,640 32,343 134,461 Taxes on income 24,320 16,716 13,035 8,063 33,067 Profit for the period 79,396 49,990 43,605 24,280 101,394 Basic earnings per share (NIS) 0.868 0.541 0.478 0.263 1.093 Diluted earnings per share (NIS) 0.847 0.524 0.466 0.253 1.048
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 25 CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (NIS in thousands) Capital reserve in respect to share- based payment Remeasurement of net defined benefit liability Other capital reserves Retained earnings Total Balance at January 1, 2025 45,699 6,212 319,498 349,859 721,268 Profit for the period - - - 79,396 79,396 Other comprehensive loss for the period - (896) - - (896) Total comprehensive income for the period - (896) - 79,396 78,500 Share-based payment 1,870 - - - 1,870 Acquisition of Treasury shares - - (202,571) (200,571) Dividend paid - - - (50,697) (50,697) Balance at June 30, 2025 47,569 5,316 319,498 175,987 548,370 Capital reserve in respect to share- based payment Remeasurement of net defined benefit liability Other capital reserves Retained earnings Total Balance at April 1, 2025 46,762 6,284 319,498 132,382 504,926 Profit for the period - - - 43,605 43,605 Other comprehensive loss for the period - (968) - - (968) Total comprehensive income for the period - (968) - 43,605 42,637 Share-based payment 807 - - - 807 Balance at June 30, 2025 47,569 5,316 319,498 175,987 548,370
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 26 CONSOLIDATED STATEMENTS OF CASH FLOWS (NIS, in thousands) Six months ended June 30, Three months ended June 30, Year ended December 31, 2025 2024 2025 2024 2024 CASH FLOWS FROM OPERATING ACTIVITIES Profit for the period 79,396 49,990 43,605 24,280 101,394 Share-based payments expenses 1,870 3,518 807 1,405 5,772 Tax expenses recognized in profit or loss 24,320 16,716 13,035 8,063 33,067 Net financing income recognized in profit or loss (2,090) (3,436) (1,200) (1,999) (10,025) Depreciation and amortization 29,788 27,556 15,206 14,060 55,976 Loss from derecognition of assets 193 36 193 3 141 133,477 94,380 71,646 45,812 186,325 Changes in asset and liability items: Decrease (Increase) in trade receivables and other receivables (9,086) (12,733) 6,491 (86) (936) Decrease in receivables in respect to open derivative positions 158,059 391,252 16,167 448,925 911,166 Increase (decrease) in trade payables and other payables 3,925 (4,905) 2,725 (2,141) (796) Increase in income received in advance with respect to annual levies 24,509 22,838 (8,872) (8,634) - Increase (decrease) in deferred income from listing fees and levies 4,302 (882) 1,946 (1,880) 5,028 Decrease in payables in respect to open derivative positions (158,059) (391,252) (16,167) (448,925) (911,166) Decrease in liabilities for employee benefits (8,470) (22,391) (2,839) (10,192) (6,841) 15,180 (18,073) (549) (22,933) (3,545) Interest received 5,729 8,383 2,801 4,258 17,652 Interest paid (3,871) (4,999) (1,853) (2,191) (8,699) Tax payments from operating activities (28,242) (17,806) (7,612) (5,075) (26,528) (26,384) (14,422) (6,664) (3,008) (17,575) Net cash provided by operating activities 122,273 61,885 64,433 19,871 165,205 CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment (11,612) (3,249) (2,408) (865) (16,194) Acquisitions of intangible assets (9,157) (9,738) (3,631) (4,501) (19,946) Payments in respect to costs capitalized to property and equipment and to intangible assets (11,016) (9,104) (5,733) (3,727) (18,813) Disposal (acquisition) of financial assets at fair value through profit or loss, net (107) 117 (90) (355) (731) Net cash used in investing activities (31,892) (21,974) (11,862) (9,448) (55,684) CASH FLOW FROM FINANCING ACTIVITIES: Repayment of lease liabilities (4,488) (4,697) (2,313) (2,347) (9,472) Acquisition of Treasury shares (202,571) - - - - Dividends paid (50,697) (272,718) - - (272,718) Receipts carried directly to equity within the framework of implementing the TASE Restructuring Law, net - 242,457 - - 252,523 Repayment of long-term loans (118,055) (25,000) (10,833) (12,500) (50,000) Loan from a bank 130,000 - - - - Net cash used in financing activities (245,811) (59,958) (13,146) (14,847) (79,667) Net increase (decrease) in cash and cash equivalents (155,430) (20,047) 39,425 (4,424) 29,854 Cash and cash equivalents, beginning of the period 438,288 408,484 243,789 392,955 408,484 Effect of changes in exchange rates on cash balances held in foreign currency (1,021) 268 (1,377) 174 (50) Cash and cash equivalents, end of the period 281,837 388,705 281,837 388,705 438,288
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 27 Quarterly statements of profit or loss for 2024 and for the first half of 2025 (NIS, in thousands) Jan- Mar 2024 Apr-Jun 2024 Jul-Sep 2024 Oct-Dec 2024 Jan-Mar 2025 Apr-Jun 2025 2024 Item (Unaudited) (Audited) Number of trading days 63 57 65 60 64 60 245 Revenue from services: Trading and clearing commissions 42,954 38,812 41,809 43,051 49,490 49,051 166,626 Listing fees and levies 21,603 21,715 22,397 22,310 24,269 25,138 88,025 Clearing House services 19,980 21,531 21,266 26,149 31,879 35,176 88,926 Distribution of data and connectivity services 22,601 22,119 22,951 23,123 24,519 26,320 90,794 Other revenue 1,155 933 622 784 873 415 3,494 Total revenue from services 108,293 105,110 109,045 115,417 131,030 136,100 437,865 Cost of revenue Employee benefits expenses 39,030 39,298 41,744 45,183 44,617 40,072 165,255 Expenses in respect to share-based payments 2,113 1,405 1,166 1,088 1,063 807 5,772 Computer and communications expenses 10,837 10,469 11,240 10,542 12,553 12,456 43,088 Property taxes and building maintenance expenses 3,264 3,390 3,791 3,581 3,319 3,482 14,026 General and administrative expenses 2,485 2,416 2,353 3,268 2,704 3,426 10,522 Marketing expenses 1,341 663 1,799 2,869 1,766 827 6,672 Fee to the Israel Securities Authority 2,092 2,043 2,167 2,067 2,596 2,597 8,369 Other operating expenses 700 1,000 823 1,096 1,251 1,564 3,619 Depreciation and amortization 13,496 14,060 13,995 14,425 14,582 15,206 55,976 Other expenses 9 22 57 42 393 223 130 Total cost of revenue 75,367 74,766 79,135 84,161 84,844 80,660 313,429 Profit before financing income (expenses), net 32,926 30,344 29,910 31,256 46,186 55,440 124,436 Financing income 4,213 4,508 6,337 4,680 3,557 4,700 19,738 Financing expenses 2,776 2,509 2,303 2,125 2,667 3,500 9,713 Total financing income (expenses), net 1,437 1,999 4,034 2,555 890 1,200 10,025 Profit before taxes on income 34,363 32,343 33,944 33,811 47,076 56,640 134,461 Taxes on income 8,653 8,063 7,912 8,439 11,285 13,035 33,067 Net profit 25,710 24,280 26,032 25,372 35,791 43,605 101,394
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 28 Transactional Services Six months ended Three months ended Year ended June 30, June 30, December 31, 2025 2024 2025 2024 2024 Number of trading days 124 120 60 57 245 SHARES Market cap of Shares (ex. ETFs) 1,486 964 1,486 964 1,218 Market cap of ETFs on share indices 176 123 176 123 151 Total market cap (in NIS billions) 1,662 1,087 1,662 1,087 1,369 Shares ADV 2,439 1,666 2,569 1,731 1,703 ETFs on share indices ADV 583 483 587 431 495 Total average daily volume (in NIS millions) 3,022 2,149 3,156 2,162 2,198 Average commissions 0.01004% 0.01120% 0.00999% 0.01131% 0.01095% Revenue (in NIS thousands) 37,630 28,886 18,910 13,934 58,970 BONDS Market cap of corporate bonds 556 447 556 447 504 Market cap of ETFs on bond indices 32 30 32 30 32 Total market cap (in NIS billions) 588 477 588 477 536 Corporate bonds ADV 1,017 1,040 1,023 1,024 974 ETFs on bond indices ADV 89 101 87 96 103 Total average daily volume (in NIS millions) 1,106 1,141 1,110 1,120 1,077 Corporate bonds - average commissions 0.00706% 0.00712% 0.00701% 0.00718% 0.00711% Revenue from corporate bonds (in NIS thousands) 9,677 9,753 4,672 4,581 18,752 Market cap of government bonds -unlinked 427 347 427 347 395 Market cap of government bonds –linked and others 392 315 392 315 356 Total market cap (in NIS billions) 819 662 819 662 751 Government bonds - unlinked 2,108 2,333 2,111 2,183 2,316 Government bonds – linked and others 1,371 1,024 1,613 1,084 1,028 Total average daily volume (in NIS millions) 3,479 3,357 3,724 3,267 3,344 Government bonds unlinked - average commissions 0.00198% 0.00201% 0.00198% 0.00200% 0.00200% Government bonds linked - average commissions 0.00293% 0.00299% 0.00294% 0.00298% 0.00299% Government bonds - unlinked (in NIS thousands) 5,187 5,630 2,505 2,484 11,343 Government bonds - linked (in NIS thousands) 4,976 3,672 2,848 1,844 7,534
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 29 Six months ended Three months ended Year ended June 30, June 30, December 31, 2025 2024 2025 2024 2024 Revenue from Government bonds (in NIS thousands) 10,163 9,302 5,353 4,328 18,877 TREASURY BILLS Market cap (in NIS billions) 232 249 232 249 222 Treasury bills ADV (in NIS millions) 1,506 1,660 1,706 1,365 1,419 Average commissions 0.00323% 0.00317% 0.00307% 0.00359% 0.00336% Revenue (in NIS thousands) 6,032 6,313 3,138 2,797 11,683 MUTUAL FUNDS Market cap (in NIS billions) 484 375 484 375 429 Average daily value of creation / redemptions (in NIS millions) 2,391 1,827 2,366 1,826 1,924 Average commissions 0.00713% 0.00758% 0.00726% 0.00769% 0.00744% Revenue (in NIS thousands) 21,149 16,615 10,306 8,005 35,082 DERIVATIVES Derivatives on indices 150.3 108.8 151.1 119.5 123.7 Derivatives on foreign currency 48.7 34.6 49.7 39.8 37.6 Derivatives on shares 10 15.3 9.0 10.1 11.8 Total derivative contracts (in '000 units) 209.0 158.7 209.8 169.4 173.1 Average commissions 0.533 0.567 0.527 0.531 0.544 Other (MTS) (in NIS thousands) Revenue (in NIS thousands) 13,825 10,798 6,638 5,126 23,090 OTHER Other (MTS) (in NIS thousands) 65 99 34 41 172 Total revenue from trading and clearing commissions 98,541 81,766 49,051 38,812 166,626
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 30 Non-Transactional Services Six months ended Three months ended Year ended June 30, June 30, December 31, 2025 2024 2025 2024 2024 CLEARING HOUSE SERVICES Average monthly/daily market value of assets (in NIS billions) 3,743 3,121 3,800 3,132 3,238 Avg. commissions from Custodian Fees 0.00143% 0.00108% 0.00144% 0.00108% 0.00109% Revenue from: (in NIS thousands) Custodian Fees 26,699 16,875 13,668 8,458 35,325 Clearing House services for members 28,655 13,399 14,772 6,510 30,778 Clearing House services for companies & funds 8,756 8,341 5,291 5,209 17,011 Other 2,945 2,896 1,445 1,354 5,812 Total revenue from Clearing House services 67,055 41,511 35,176 21,531 88,926 LISTING FEES AND LEVIES Weighted avg. number of companies / funds Companies 620 620 618 619 617 Mutual funds and ETFs 2,348 2,288 2,359 2,264 2,281 Avg. revenue from levies (in NIS thousands) Companies 13.2 11.4 6.6 5.7 22.9 Mutual funds and ETFs 4.6 4.3 2.3 2.2 8.7 Revenue from Annual Levies from: (in NIS thousands) Companies 8,127 7,100 4,055 3,543 14,157 Mutual funds and ETFs 10,703 9,859 5,354 4,926 19,895 Nominee Company and others 6,121 4,609 3,039 2,408 9,573 Total revenue from Annual levies 24,951 21,568 12,448 10,877 43,625 The value of issuance used to calculate Listing fees (in NIS millions) Companies – Shares, Bonds and ETFs 109,229 73,445 54,798 30,356 171,989 Government bonds (including swap transactions) 104,348 116,487 45,740 49,156 219,940 Treasury-bills 216,518 215,572 103,262 113,658 439,824 Average revenue from Examination and Listing Fees Companies – shares, bonds and ETFs 0.0164% 0.0156% 0.0160% 0.0144% 0.0172% Revenue from Examination and Listing Fees (in NIS thousands) Examination fees 5,312 4,201 2,870 2,161 8,650 Receipts from listing Fees Listing fees - shares, bonds & ETF's 17,961 11,470 8,790 4,368 29,559
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 31 Six months ended Three months ended Year ended June 30, June 30, December 31, 2025 2024 2025 2024 2024 Listing fees - government bonds 3,348 3,238 1,674 1,619 6,476 Listing of T-bills 1,516 1,508 723 795 3,080 Levies and examination fees from members - 893 - 863 1,091 Other 690 404 577 181 910 Total receipts 23,515 17,513 11,764 7,826 41,116 Accounting adjustments to revenue recognition (4,371) 36 (1,944) 851 (5,366) Total revenue from listing Fees 19,144 17,549 9,820 8,677 35,750 Total revenue from examination and listing fees (in NIS thousands) 24,456 21,750 12,690 10,838 44,400 Total revenue from listing fees and levies 49,407 43,318 25,138 21,715 88,025 DATA DISTRIBUTION AND CONNECTIVITY SERVICES (*) Average number of data terminals Domestic business clients(1) 7,655 7,444 7,514 7,397 7,398 Overseas business clients 5,164 5,357 5,221 4,866 5,207 Non-display data(2) 209 216 209 200 213 Revenue from data distribution and connectivity services (in NIS thousands) Domestic business clients(1) 10,096 9,379 4,976 4,656 18,729 Overseas business clients 5,770 5,737 3,012 2,728 11,322 Private clients 7,007 5,377 3,641 2,879 10,918 Derivative data and non-display data(3) 2,546 2,331 1,404 1,165 4,553 Data files and other data 2,983 2,579 1,450 1,320 5,222 Authorization for indices usage 14,420 12,043 7,750 5,757 25,060 Connectivity services 8,017 7,274 4,087 3,614 14,990 Total revenue from data distribution and connectivity services 50,839 44,720 26,320 22,119 90,794
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The Tel-Aviv Stock Exchange Ltd. Second Quarter 2025 Results 32 Presented below are details regarding the velocity of trading (1) in Israel in the reported period: Six months ended % Change Three months ended % Change Year ended June 30, June 30, December 31, 2025 2024 2025 2024 2024 Velocity of trading Shares 45.9% 40.6% 13% 47.2% 42.2% 12% 40.7% Corporate bonds (2) 50.2% 57.8% (13%) 48.6% 55.8% (13%) 54.4% Government bonds – shekel (3) 109.3% 138.9% (21%) 110.8% 128.0% (13%) 131.1% Government bonds – linked (4) 79.7% 70.4% 13% 93.6% 74.3% 26% 66.5% Treasury bills 162.5% 141.7% 15% 182.2% 123.5% 48% 130.2% (1) The velocity of trading does not include off-exchange transactions. (2) The velocity of trading does not include data of corporate bonds traded on TASE UP. (3) Including “Shahar” fixed-interest shekel bonds and short-term government bonds. (4) Including CPI-linked bonds, “Gilon” variable-interest shekel bonds and global government bonds. Deferred income from listing fees Deferred income from listing fees as of Total receipts for the Six months ended Income recognition in Six months ended Deferred income from listing fees as of Income recognition in Twelve months ended Deferred income from listing fees as of 31.03.25 30.06.25 30.06.25 30.06.25 30.06.25 30.06.26 30.06.27 30.06.27 Listing of Shares 23.8 1.6 1.5 23.9 5.5 4.6 3.7 10.1 Corporate bonds (*) 51.0 6.3 4.4 52.9 15.5 11.5 8.2 17.7 ETF 21.4 1.0 1.4 21.0 4.3 3.4 2.7 10.6 Government bonds 14.8 1.6 1.1 15.3 3.1 2.8 2.7 6.7 T-bills 1.5 0.7 0.7 1.5 1.5 0.0 0.0 0.0 Total 112.5 11.2 9.1 114.6 29.9 22.3 17.3 45.1 (*) Including TASE-UP.