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Turpaz Industries Ltd.

M&A Activity Feb 25, 2025

7098_rns_2025-02-25_0d10e36e-c855-46cc-9c0a-2cacbe2a3579.pdf

M&A Activity

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This is an English translation of a Hebrew immediate report that was published on February 25, 2025 (reference no.: 2025-01-012757) (hereafter: the "Hebrew Version"). This English version is only for convenience purposes. This is not an official translation and has no binding force. Whilst reasonable care and skill have been exercised in the preparation hereof, no translation can ever perfectly reflect the Hebrew Version. In the event of any discrepancy between the Hebrew Version and this translation, the Hebrew Version shall prevail.

Turpaz Industries Ltd. (the "Company" or "Turpaz") Company number: 514574524 Address: Halahav 2 Holon Tel: 5560913-03; Fax: 5560915-03

To: To:
Israel Securities Authority ("ISA") Tel Aviv Stock Exchange Ltd. ("TASE")
Reported Via Magna Reported Via Magna

25 February 2025

Re: Acquisition of a Belgian Sweet Flavors Company

The Company is pleased to announce that on February 24, 2025, via Turpaz Belgium1 , it signed an agreement to acquire 100% of the share capital of Ets Doucy SRL, a Belgian private company ("Doucy")2 and the real estate used by its plant, from its shareholders (the "Sellers"), for a consideration of EUR 8.3 million (USD 8.5 million), and an additional consideration based on Doucy's EBITDA during the period up to February 28, 2027. As of December 31, 2024, Doucy's net cash stands at EUR 1.6 million (USD 1.7 million). The transaction was completed at the closing date and is financed through bank financing.

Founded in 1968, Doucy has extensive experience and expertise in the sweet flavors sector for food, beverages (soft and alcoholic), colors and additives for the animal feed industry, and is engaged in the development, production and marketing of sweet flavors and quality solutions for the food and nutritional supplement industry, mainly for the Benelux3 market. Doucy operates a production site, development and applications laboratory, in Fernelmont, Belgium, which cover an area of 5,600 square meters, of which 2,644 square meters is built-up area, which was acquired as part of the transaction. The Sellers, who have many years of experience

1 Turpaz Belgium SRL, a private Belgian company wholly owned by the Company.

2 The issued and paid-up share capital of Doucy is held by Janodor SA, a Belgian holding company owned by Doucy's managers.

3 An economic and political union in Western Europe that includes the countries of Belgium, the Netherlands, and Luxembourg.

in the sweet flavors industry, will continue to manage and lead Doucy in the coming years, and will join Turpaz's management team.

According to unaudited or reviewed financial data received by Turpaz, Docuy's sales turnover for the 12 months ended December 31, 2024, amounted to EUR 4.5 million (USD 4.6 million). Doucy's profitability rate is similar to the profitability rate of Turpaz's Taste division.

Turpaz's entry into the sweet flavors market for food and beverages in Belgium complements the portfolio of flavors currently offered by Turpaz in Benelux, and is another step towards strengthening the Company's leading position, and establishing its presence in Western Europe. Doucy's activities are largely synergistic with those of Turpaz, which owns two additional factories in Belgium that focus on savory flavors, and it is expected to allow Turrpaz to leverage cross-selling opportunities by expanding Turrpaz's activities and customer base.

It should be emphasized that the financial estimates included in this report are based on unaudited or reviewed data and on Turpaz's management estimates, and therefore actual results may differ from the financial data detailed above.

Sincerely,

Turpaz Industries Ltd.

Signed by: Karen Cohen Khazon, Chairperson of the Board & CEO

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