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Tadiran Group Ltd.

Regulatory Filings Sep 16, 2025

7068_rns_2025-09-16_9f1a0629-7e55-4451-a312-5dd882addd0c.pdf

Regulatory Filings

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TADIRAN GROUP LTD

Registration Number: 520036732

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T053 (Public) Sent via MAGNA: 16/09/2025 Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-069766

Immediate Report on an Event or Matter Deviating from the Corporation's Ordinary Business

Regulation 36 of the Securities Regulations (Periodic and Immediate Reports), 1970

Results of an issuance should be reported in T20 and not in this form.

Reporting on bond ratings or corporation ratings should be submitted via Form T125.

Report on: ☑ Delayed report submitted

Nature of the Event:

Distribution Agreement for Data Center Cooling Systems

  1. The company is honored to announce that on September 15, 2025, Tadiran Consumer Products and Technology Ltd., a wholly owned subsidiary of the company (hereinafter: "Tadiran Consumer Products"), entered into an agreement with Schneider Electric Israel Ltd. (hereinafter: "Schneider Electric Israel"), under which Tadiran Consumer Products was appointed as an authorized distributor and marketer in Israel and in the countries of the European Economic Area (EEA) and Switzerland (hereinafter: "the Territory"), of dedicated cooling systems for data centers (hereinafter: "the Products" and "the Agreement", respectively). To the best of the company's knowledge, Schneider Electric Israel is a wholly owned (indirect) subsidiary of Schneider Electric, a leading international group operating in more than 100 countries worldwide. Schneider Electric's core activity is in the fields of energy management and automation in various sectors, including, among others, the development and manufacture of a variety of solutions for data centers, including cooling systems, electrical infrastructure, control systems, UPS systems, and more. Cooling systems are a critical component in data centers. To the best of the company's knowledge, the data center market in Israel is experiencing significant growth. This trend is driven, among other things, by the increasing demand for cloud computing and AI-based applications. Entering into the agreement is in line with one of the company's business objectives to expand its range of air conditioning products into additional fields, including the data center sector. The company intends to enter this activity based on its knowledge and experience in supplying air conditioning systems to the commercial-industrial market, as well as its service capabilities and infrastructure, while training dedicated personnel (to a non-material extent).

Below is a summary of the main terms of the agreement:

A. Schneider Electric Israel appointed Tadiran Consumer Products as a (non-exclusive) authorized distributor and marketer of dedicated cooling systems for data centers in the Territory. Schneider Electric Israel undertook to make its best efforts to refer customers to Tadiran Consumer Products and also undertook not to compete with Tadiran Consumer Products directly or through an affiliated company, except with respect to strategic and international customers as detailed in the agreement.

B. According to the agreement, Tadiran undertook to allocate professional personnel (to a non-material extent) for the business activity, who are required to have professional certifications from Schneider Electric. According to the company's assessment, the certification process is expected to be completed within two months after the signing date of the agreement, and accordingly, Tadiran Consumer Products will commence business activity shortly after the completion of the certification process.

C. The agreement will be valid for a period of five years from the date of signing unless the parties agree to extend it for an additional period. The parties may terminate the agreement immediately by giving notice to the other party, inter alia, for the following reasons: nonpayment of an amount or debt under the agreement, material breach, insolvency events, cessation of business activity, etc. In addition, Schneider Electric Israel may terminate the agreement in cases defined in the agreement, including if Tadiran Consumer Products sells the products outside the Territory.

D. The agreement includes additional provisions, including, among others, authorizing Tadiran Consumer Products to provide its customers with warranty and maintenance services, use of intellectual property rights and trademarks, force majeure, Schneider Electric's commitment to supply spare parts for a period of 10 years, manufacturer's warranty for the products for a period of 12 months from the date of system activation, provided that the system activation date is no later than 6 months from the delivery date (as defined in the agreement).

The above information regarding the expected growth in the data center sector in Israel and the realization of the potential by the company following the agreement, the date the company is expected to complete the professional certifications, and the date the company is expected to commence business activity, is forward-looking information as defined in the Securities Law, 1968, and is based on the information available to the company and its assessments as of this date. Such information and assessments may not materialize and/or may materialize differently, inter alia, due to factors unknown to the company as of this date and not under its control, including, among others, the development of the data center sector in Israel in the coming years, the expected financial scope of this activity, developments in the "Iron Swords" war and its implications for Israel and the global macro environment, as well as the realization of any of the risk factors detailed in section 38 of part A of the company's periodic report for 2024 published on March 26, 2025 (Reference: 2025-01- 020559).

    1. The date and time the corporation first became aware of the event or matter: 14/08/2025 at 12:37.
    1. If the report was delayed the reason for the delay: This is a business opportunity for the company, and publication during the negotiation stage could have harmed the chances of closing the deal.
    1. On 16/09/2025 at 20:00, the restriction on reporting was lifted.
    1. The company is a shell company as defined in the stock exchange regulations. ☐

Details of the authorized signatories on behalf of the corporation:

# Name Position
1 Ayelet
Krishpin
Other
(VP,
Chief
Legal
Counsel)

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.

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Form structure update date: 06/08/2024

Short name: TADIRAN GROUP LTD

Address: Rabinitsky 9, Petah Tikva 4900615 Phone: 03-9283372 Fax: 03-9283336

Email: [email protected] Company website: www.tadiran-group.co.il

Previous names of the reporting entity: Tadiran Holdings Ltd., Crystal Consumer Products Ltd., Top-Line The Israeli Company for Import and Marketing of Electrical Products

Electronic reporter name: Krishpin Ayelet Hasia Position: Chief Legal Counsel and VP Employer company name:

Address: Rabinitsky 9, Petah Tikva 4900615 Phone: 03-9283372 Fax: 03-9283336 Email: [email protected]

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