Mega Or Holdings Ltd.

Prospectus • Sep 2, 2025

MEGA OR HOLDINGS LTD

MEGA OR HOLDINGS LTD

Registration Number: 513257873

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T020 (Public) Transmitted via MAGNA: 02/09/2025 www.isa.gov.il www.tase.co.il Reference: 2025-01- 066243

Notice of the Offeror on the Results of the Prospectus Offer

According to Section 30 of the Securities Law, 1968 and the Securities Regulations (Notices on the Results of the Prospectus Offer), 1969 Regulation 30g of the Periodic and Immediate Reports Regulations, 1970

• Results of institutional tender commitments given in the prospectus (without offering the securities in the prospectus).
• Results of the offer in the prospectus.
• Cancellation of the public offer.

Note: When reporting the results of an offer in the prospectus, early commitments given prior to the publication of the prospectus must also be included.

The prospectus is a shelf prospectus of a reporting corporation.

1. The results of the offer in the prospectus, with reference number (T012) 2024-01-612749, are presented below.

Permission for its publication was granted on 30/10/2024 and the period for submitting orders under it ended on (in the case of an ATM program, the date the program ended) ________.

Was the offer made by means of a shelf offering report or supplementary notice? Yes

Reference number for the shelf offering report (T022) / supplementary notice (T024): 2025- 01-065614

Attached are the results of the prospectus offer: MEGA_OR_Results_Expansion_Series_T_August_2025_Accessible_isa.pdf

Prospectus Number: 48856

Note: For internal use of the authority only.

2.a. Total securities offered in the prospectus:

Security Type	Security Number on TASE	Security Name	Total Quantity of Securities	Price*	Interest Rate	Discount Rate	Weighted Discount Rate
Debentures	1165141	MEGA OR Bond Series T	494,205,000	1.095	__	__	__

*Price per 1 security

2.b. Completion of details for ETFs offered in the prospectus:

Cancelled*	Security Number on TASE	Series Serial Number	Name	Security Type on TASE	Trustee Name	Listing Date
	__	__		__	__	__

Note: The maximum number of records that can be filled in the table is 35. If it is necessary to report a larger number of records, the report should be split.

Explanation: If the series was cancelled, mark the "Cancelled" field.

Explanation: In the "Series Serial Number" field, enter up to 3 letters or digits describing the serial number of the series without additional marks such as quotation marks.

1. Total securities by type, and by type of orderers whose offer was accepted:

Securities for which consideration is received in cash:

Issue Type	Type, Number and Name of Security on TASE	Tender Number	Type of Orderer	Total Quantity of Securities Issued	Price*	Future Exercise Price*	Total Calculated Consideration	Par Value of Total Securities
Public offer (cash consideration)	Debentures, 1165141, MEGA OR Bond Series T	1219062	Public	426,617,000	1.095	__	467,145,615	426,617,000

*Price per 1 security

In the case of listing for trading (including listing for trading as part of an IPO) / release from lock-up / exchange tender offer / merger / dividend in kind:

Issue Type	Type, Number and Name of Security on TASE	Total Quantity of Securities	Average Closing Price* / Value of Security on the Trading Day Prior to the Exchange	Future Exercise Price	Total Calculated Consideration	Par Value of Total Securities	Execution Date**	Securities Offered
__	__	__	__	__	__	__	__	__

Notes:

• *Average closing price of the security of the same type, in the first three trading days after listing for trading.
• **In the case of listing for trading/release from lock-up/dividend in kind, the date is the day the securities are listed for trading on the stock exchange; in the case of an exchange tender offer, the date is the actual exchange date.
• ***In an exchange tender offer, report the securities exchanged (received). If the exchanged securities are not traded, report the securities offered.

Attention: The total calculated consideration will be in accordance with the Securities Regulations (Application Fee for Permission to Publish a Prospectus), 1995. For your convenience, a link to the calculation table: Click here

If this is an exchange tender offer:

Cash consideration received* in ________: ________

Cash consideration paid** in ________: ________

*Cash consideration received by the offeror for the securities offered **Cash consideration paid by the offeror as part of the tender offer

1. Details of underwriters and distributors in the offering:

Participants in the offering:

• Underwriters
• Distributors
• None of these

	Name	Role
1	Offerings Orion Underwriting and Ltd.	Distributor
2	Offerings Leader (1993) Ltd.	Distributor
3	Offerings Value Base Underwriting and Ltd.	Distributor

Details of authorized signatories on behalf of the corporation:

	Signatory Name	Role
1	Tzachi Nachmias	Other (Co-CEO and Director)
2	Onfloos Chaim	CFO

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. The staff's position on the matter can be found on the authority's website: Click here.

Reference numbers of previous documents 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

Form structure update date: 06/08/2024

Short name: MEGA OR HOLDINGS LTD

Address: MEGA OR House --, Moshav Shilat 73188 Phone: 08-9744880, Fax: 08-9744898 Email: megaor@megaor.co.il

Previous names of the reporting entity:

Electronic reporter name: Udi Efron Position: Attorney/Legal Advisor Employer company name: M. Firon & Co., Advocates Address: 2 HaShlosha St., Tel Aviv-Yafo 6706054 Phone: 03- 7540138, Fax: 03-7540011 Email: udie@firon.co.il