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Neto Malinda Trading Ltd.

Notice of Dividend Amount Nov 27, 2025

6944_rns_2025-11-27_b4bdbeff-c29f-4143-a913-779a6af81f6f.pdf

Notice of Dividend Amount

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November 27, 2025

Net Melinda Commerce Ltd.

(the Company)

To:Israel Securities AuthorityVia MAGNA To:Tel Aviv Stock Exchange Ltd.Via MAGNA

Subject: Immediate Report – Dividend Distribution of ILS 36 Million

The Company is honored to report that at the meeting of the Company's Board of Directors held on August 26, 2025, the Company's Board of Directors approved

the Board of Directors' resolution to distribute a dividend in the amount of ILS 36 million (hereinafter: the Distribution and Distribution Amount

as the case may be).

1

The Board of Directors approved the distribution based on the Company's consolidated nancial statements as of June 30, 2025

(hereinafter: the Financial Statements).

Below are details regarding the examination carried out by the Company's Board of Directors at the time of making the decision regarding the Company's compliance

with the distribution tests (Earnings Test and Solvency Test, as dened in Section 302

of the Companies Law, 1999 (hereinafter: the Companies Law)) for the aforementioned distribution:

    1. Earnings Test The balance of retained earnings as dened in Section 302 of the Companies Law, 1999, asreected in the nancial statements as of September 30, 2025, amounts to ILS 1,530 million before the distribution and ILS 1,496 million after the distribution¹.
    1. Solvency Test According to the projected cash ow prepared by the Company for the period until December 31, 2027 (hereinafter: the Projected Cash Flow), subject to the assumptions and forecasts detailed therein whichwere discussed and examined by the Board of Directors, the dividend distribution does not prevent the Company frombeing able to meet its existing and foreseen obligations as they fall due, taking into account the expected uses of the Company's funds.
    1. The Company's Board of Directors concluded, based on the above data, that the proposed distribution will not adversely affect the Company's nancial and business condition and/or create a future problem for the Company to repay any existing and/or expected debt, considering the Company's nancial position as of the date of approval of the distribution, the distribution amount, the current and expected sources of the Company, and the extent of existing and expected obligations of the Company as known at the approval date of the distribution.

It should be noted that the Company's subsidiary, M. Melinda Ltd., holds 417,796 ordinary shares of the Company, entitling it to approximately ILS 721 thousand from the distribution amount. The subsidiary D.S.F (1993) Import Agencies Ltd. holds 344,685 ordinary shares of the Company, entitling it to approximately ILS 594 thousand from the distribution amount. The subsidiary Tibon Vil Holdings Ltd. holds 323,035 ordinary shares of the Company, entitling it to approximately ILS 557 thousand from the distribution amount.

2024-06-22

In light of the above, the company's Board of Directors has determined that the distribution complies with the distribution tests stipulated by the Companies Law.

  1. Reasons of the Board of Directors for executing the distribution:

The execution of the distribution complies with the distribution tests stipulated by the Companies Law and in the view of the Board of Directors, there is no reasonable concern that the distribution will prevent the company from fullling its current and expected obligations when they fall due.

Additionally, the distribution of the dividend does not materially affect the continued operations of the company in its current form.

Finally, the distribution of the dividend constitutes a sharing of the company's prots with its shareholders, as it yields them a return on their investment in the company.

  1. The record date for the dividend payment will be Sunday, December 7, 2025. The payment date for the dividend will be Thursday, December 18, 2025.

The company's assessments regarding the projected cash ow upon which it relied for determining that the distribution complies with the distribution tests as stipulated by the Companies Law, and regarding the impact of the distribution on the company, are forward-looking information as dened in the Securities Law, 1968. The assessments and assumptions upon which the projected cash ow was prepared are based on information available to the company as of the date of approval of the nancial statements regarding its existing commitments and on its forecasts, including with respect to its commitments and future revenues, as may occur and subject to their terms, towards nancing entities and third parties. The said assessments and assumptions, in whole or in part, may not materialize or may materialize differently than expected

as a result of external factors, over which the company has no inuence or very limited ability to inuence, including proceedings taken against the company and/or its subsidiaries, including by creditors and/or third parties, the actual results of existing legal proceedings, changes

and developments in the economic environment and markets in which the company operates, deterioration in the business, cash ow, or nancial situation of the company's subsidiaries, as well as the realization of any of the risk factors, in whole or in part, which characterize the company's activities.

Respectfully,

Net Melinda Trading Ltd.

Signed by: Ami Goldin, Director

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