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Carasso Motors Ltd.

Share Issue/Capital Change Aug 6, 2025

6719_rns_2025-08-06_a48ed091-4838-4539-9966-e7942768298a.pdf

Share Issue/Capital Change

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CARASSO MOTORS LTD

CARASSO MOTORS LTD

Registration Number: 514065283

To: Israel Securities Authority To: TEL AVIV STOCK EXCHANGE LTD Form Number: T087 (Public) Sent via MAGNA: 06/08/2025 Israel Securities Authority Email: www.isa.gov.il TEL AVIV STOCK EXCHANGE LTD Email: www.tase.co.il Reference: 2025-01-058383

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:

Exercise of warrants (Series 2, Series 4, and Series 7) 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
CARASSO
MOTORS
LTD,
Ordinary
Share
1123850 150,000,000 Last
Report:
92,102,069
Current:
92,113,660
CARASSO
MOTORS
LTD
Debenture
A,
Corporate
Bond
1136464 ___ Last
Report:
135,585,923
Current:
135,585,923
CARASSO
MOTORS
LTD
Debenture
C,
Corporate
Bond
1141829 ___ Last
Report:
1,081,994,219
Current:
1,081,994,219
CARASSO
MOTORS
LTD
Debenture
D,
Corporate
Bond
1173566 ___ Last
Report:
705,591,823
Current:
705,591,823
CARASSO
MOTORS
LTD
Debenture
E,
Corporate
Bond
1202779 ___ Last
Report:
204,922,416
Current:
204,922,416
CARASSO
MOTORS
LTD
Debenture
F,
Corporate
Bond
1226224 ___ Last
Report:
495,089,000
Current:
495,089,000
CARASSO
MOTORS
LTD
Warrant
02/21B,
Warrant
for
Share
1172766 ___ Last
Report:
2,050,286
Current:
2,042,786
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
CARASSO
MOTORS
LTD
Warrant
07/21C,
Warrant
for
Share
1179431 ___ Last
Report:
15,000
Current:
15,000
CARASSO
MOTORS
LTD
Warrant
03/22D,
Warrant
for
Share
1185156 ___ Last
Report:
45,325
Current:
43,200
CARASSO
MOTORS
LTD
Warrant
06/22E,
Warrant
for
Share
1187921 ___ Last
Report:
1,500,000
Current:
1,500,000
CARASSO
MOTORS
LTD
Warrant
08/22F,
Warrant
for
Share
1188861 ___ Last
Report:
300,000
Current:
300,000
CARASSO
MOTORS
LTD
Warrant
07/23G,
Warrant
for
Share
1198530 ___ Last
Report:
248,200
Current:
243,200
Commercial
Papers
(Series
1)
1209188 ___ Last
Report:
250,000,000
Current:
250,000,000
CARASSO
MOTORS
LTD
Warrant
07/24H,
Warrant
for
Share
(Employees)
1210491 ___ Last
Report:
3,663,000
Current:
3,613,000
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
CARASSO
MOTORS
LTD
Warrant
07/24H,
Warrant
for
Share
(Others)
1210509 ___ Last
Report:
1,548,000
Current:
1,548,000

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

2. The Corporation Announces That:

On the date: 06/08/2025

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

Description of the nature of the change:

Exercise of 7,500 warrants (Series 2), 2,125 warrants (Series 4), and 5,000 warrants (Series 7) by an employee of the company for a total of 11,591 ordinary shares of the company through a cashless exercise mechanism.

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

Details of the Change (Section 1):

    1. Name of registered holder affected by the change: I.B.I. Trust Management Ltd.
    2. Type of identification number: Number in the Israeli Companies Register
    3. Identification number: 515020428
    4. Nature of the change: Exercise of options
    5. Date of change: 06/08/2025
    6. Executed via TASE clearing house: No
    7. Type and name of security affected: CARASSO MOTORS LTD Warrant 02/21B, Warrant for Share
    8. Security number on TASE: 1172766
    9. Holder's balance in the security in the last report: 2,050,286
    10. Holder's balance in the security after the change: 2,042,786
    11. Total quantity of securities increased/decreased: 7,500
    12. Is this a grant of rights to purchase shares: No
    13. Total consideration for allocated securities: _________
    14. Security number of the share resulting from the exercise: _________
    15. Number of shares resulting from full exercise/conversion: _________
    16. Total additional consideration from full exercise/conversion: _________
    17. Period in which the security can be exercised: _________
    18. From date: _________ To date: _________
    19. Allocated securities will be registered for trading: _________
    20. Allocation of these securities is a continuation of: _________ published on: _________, reference number: _________
    21. The security has been fully paid and the consideration has been fully received.
    1. Name of registered holder affected by the change: I.B.I. Trust Management Ltd.
    2. Type of identification number: Number in the Israeli Companies Register
    3. Identification number: 515020428
    4. Nature of the change: Exercise of options
    5. Date of change: 06/08/2025
    6. Executed via TASE clearing house: No
    7. Type and name of security affected: CARASSO MOTORS LTD Warrant 03/22D, Warrant for Share
    8. Security number on TASE: 1185156
    9. Holder's balance in the security in the last report: 45,325
    10. Holder's balance in the security after the change: 43,200
    11. Total quantity of securities increased/decreased: 2,125
  • Is this a grant of rights to purchase shares: No

  • Total consideration for allocated securities: _________
  • Security number of the share resulting from the exercise: _________
  • Number of shares resulting from full exercise/conversion: _________
  • Total additional consideration from full exercise/conversion: _________
  • Period in which the security can be exercised: _________
  • From date: _________ To date: _________
  • Allocated securities will be registered for trading: _________
  • Allocation of these securities is a continuation of: _________ published on: _________, reference number: _________
  • The security has been fully paid and the consideration has been fully received.
    1. Name of registered holder affected by the change: I.B.I. Trust Management Ltd.
    2. Type of identification number: Number in the Israeli Companies Register
    3. Identification number: 515020428
    4. Nature of the change: Exercise of options
    5. Date of change: 06/08/2025
    6. Executed via TASE clearing house: No
    7. Type and name of security affected: CARASSO MOTORS LTD Warrant 07/23G, Warrant for Share
    8. Security number on TASE: 1198530
    9. Holder's balance in the security in the last report: 248,200
    10. Holder's balance in the security after the change: 243,200
    11. Total quantity of securities increased/decreased: 5,000
    12. Is this a grant of rights to purchase shares: No
    13. Total consideration for allocated securities: _________
    14. Security number of the share resulting from the exercise: _________
    15. Number of shares resulting from full exercise/conversion: _________
    16. Total additional consideration from full exercise/conversion: _________
    17. Period in which the security can be exercised: _________
    18. From date: _________ To date: _________
    19. Allocated securities will be registered for trading: _________
    20. Allocation of these securities is a continuation of: _________ published on: _________, reference number: _________
    21. The security has been fully paid and the consideration has been fully received.
    1. Name of registered holder affected by the change: Registration Company of the TEL AVIV STOCK EXCHANGE LTD
    2. Type of identification number: Number in the Israeli Companies Register
    3. Identification number: 515736817
    4. Nature of the change: Exercise of options
    5. Date of change: 06/08/2025
    6. Executed via TASE clearing house: Yes
    7. Type and name of security affected: CARASSO MOTORS LTD, Ordinary Share
    8. Security number on TASE: 1123850
    9. Holder's balance in the security in the last report: 92,102,069
    10. Holder's balance in the security after the change: 92,113,660
    11. Total quantity of securities increased/decreased: 11,591
    12. Is this a grant of rights to purchase shares: No
    13. Total consideration for allocated securities: _________
    14. Security number of the share resulting from the exercise: _________
    15. Number of shares resulting from full exercise/conversion: _________
    16. Total additional consideration from full exercise/conversion: _________
    17. Period in which the security can be exercised: _________
    18. From date: _________ To date: _________
    19. Allocated securities will be registered for trading: _________
    20. Allocation of these securities is a continuation of: _________ published on: _________, reference number: _________
    21. The security has been fully paid and the consideration has been fully received.

Explanations:

    1. If the change affects more than one security, the effect of the change must be detailed in a separate row for each security.
    1. Date of change all changes of the same type, in the same security, made on one day, will be summarized in one row. For this purpose – changes made through the TASE clearing house must 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 must be filled in, not the par value in NIS.

3. Main Shareholder Register as of the Reporting Date:

No. Name of
Registered
Shareholder
Type of
Identification
Number
Identification
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
Register
515736817 1123850 0.001
NIS par
value
92,113,660 No
    1. Attached is a file of the shareholder register in accordance with Section 130 of the Companies Law, 1999.
    1. Attached is an updated file of the corporation's securities registers, including the register of warrant holders and the register of bondholders.

Details of the authorized signatories on behalf of the corporation:

No. Name
of
Signatory
Position
1 Dror
Shila
CFO
2 Nir
Farber
Other:
Legal
Advisor
and
Company
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 document reference numbers on the subject (the mention does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the TEL AVIV STOCK EXCHANGE LTD

Form structure update date: 06/08/2024

Short name: CARASSO MOTORS LTD

Address: Logistics Center, Park Re'em, P.O. Box 90, Bnei Ayish, 60860 Phone: 08-8631111, 08- 8631550 Fax: 08-8631556 Email: [email protected] Company website: www.renault.co.il / www.nissan.co.il

Previous names of the reporting entity:

Name of electronic reporter: Nir Farber Position: Chief Legal Advisor and Company Secretary Employer company name:

Address: Logistics Center, Park Re'em, P.O. Box 90, Bnei Ayish, 60860 Phone: 08-8631111 Fax: 08-8631872 Email: [email protected]

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