This is an unofficial AI generated translation of the official Hebrew version and has no binding force. The only binding version is the official Hebrew version. For more information, please review the legal disclaimer.

Appendix A

Terms of the commercial papers (Series 6)

-2-

Terms of the commercial papers (Series 6)

Below are the terms of the commercial papers that will be issued by AFI Properties Ltd and will be registered for trading on the Tel Aviv Stock Exchange Ltd.

1. General

In this document, the following expressions shall have the following meanings, unless explicitly stated otherwise, namely:

"The Register" - The register in which the holders will be registered as well as all other details specified in Section 8 below;

"The Stock Exchange" - The Tel Aviv Stock Exchange Ltd;

"Securities Law" - The Securities Law, 5728-1968 and the regulations thereunder, as they may be from time to time;

"Holders of commercial paper" or "the Holders" - As defined in the Securities Law;

"Commercial paper" or "commercial papers" - This commercial paper and/or commercial papers resulting from the splitting of this commercial paper and/or from the replacement of this commercial paper, and/or commercial papers issued or to be issued from the commercial papers series (as defined above);

"Business day" - Any day on which most banks in Israel are open for performing transactions on the Stock Exchange.

2. Maturity Date

On June __, 2027, the Company will repay the full par value of the commercial paper.

3. Terms of the commercial papers (Series 6)

3.1

The principal and interest regarding the commercial papers (Series 6) will be repaid together and paid in a single payment on June __, 2027. The commercial papers (Series 6) will not be linked (principal and interest) to any linkage basis and will be issued at 100% of their par value.

3.2

The principal of the commercial papers (Series 6) shall bear a variable annual interest calculated as a weighted average (according to the number of days in the interest period, as this term is defined in Section 3.3 below) of the Bank of Israel interest rates, which were in effect during the interest period, plus a fixed annual spread to be determined in the tender ("the Tender") and which shall not exceed an annual spread of __%, which shall be paid in one payment together with the principal as specified above. The calculation of the interest rate will be performed as detailed in Section 3.4 below. The Company will publish the annual spread rate determined in the tender within an immediate report on the results of the issuance subject of the shelf offering report that will be published by the end of the trading day following the tender day.

3.3 The interest will be paid on June , 2027 together with the single payment of the principal of the commercial papers (Series 6) regarding the period beginning on the clearing day (as defined in Section 2.5 of the shelf offering report), i.e., on June , 2027 and ending on the last day before the said payment date ("the Interest Period"). The interest will be calculated according to the actual number of days in this period based on 365 days a year.

3.4 Four trading days before the interest payment date, as specified in Section 3.1 above, the Company will publish the interest rate to be paid in an immediate report. The calculation of the interest rate will be done through a weighted average calculation (according to the number of days in the interest period) of the Bank of Israel interest rates that were in effect each day during the interest period, plus the fixed spread rate to be determined in the tender.

It is clarified that in the event of a change in the Bank of Israel interest after the date of publication of the immediate report on the interest rate and until the interest payment date, the interest for the days from the date of publication of the immediate report (inclusive) until the payment date will be calculated assuming that the interest is the Bank of Israel interest at its rate as determined on the business day preceding the day of publication of the immediate report plus the said spread rate.

-3-

Below is an example of the interest calculation method for an interest period:

If there were 362 days in the interest period, where for 181 days the Bank of Israel interest rate was 4.75% and for 181 days the interest rate was 5%, then the weighted average of the Bank of Israel interest during the period, expressed to five decimal places, will be 4.875% according to the following calculation:

$$
[ (181 \times 4.75\%) + (181 \times 5\%)) / 362 = 4.875\%
$$

If the spread determined in the tender was +0.3%, then the annual interest rate to be paid for the interest period for which the calculation above was made will be 5.175%.

$$
0.3\% + 4.875\% = 5.175\%
$$

4. Payments

4.1 The payment on account of the redemption of the commercial paper will be paid to those whose names are registered in the register of holders of commercial papers on the payment date, against the delivery of the certificates regarding the commercial papers to the Company on the payment date, at the registered office of the Company and at any other location that the Company announces no later than 5 business days before the payment date.

4.2 The payment under the commercial papers to the person entitled to it will be made by checks or by bank transfer to the holder's bank account, which will be specified in the details provided in writing to the Company in advance, in accordance with Section 4.4 below, as the account to which the payment under the commercial papers should be transferred, or, in case the clearing is performed through the TASE clearing house - through the clearing house.

4.3 If the Company cannot pay any amount as stated to the holder for a reason depending on the said holder, it will act in accordance with the provisions of Section 5 below.

4.4 The holder shall notify the Company of the bank account details for credit in payments under the commercial paper as stated above, or of a change in the said account details or address, as applicable, in a notice sent by

registered mail to the Company. However, the Company shall be obligated to act upon his notice only if the date set for payment occurs after seven days from the day the holder's notice reached the Company.

4.5 If the person entitled to payment as stated above has not provided the Company with written details as required above in advance, every such payment will be made by a check sent by registered mail to his last address registered in the register of holders of commercial papers. Sending a check to a holder by registered mail as stated shall be considered for all intents and purposes as payment of the amount specified therein, on the date of its mailing as stated, provided that the check was deposited in the bank and actually cleared.

4.6 If the date set for the repayment of the payment regarding the commercial papers falls on a day that is not a business day, the date will be deferred to the next business day immediately following, without additional payment for this deferral.

4.7 Income tax required to be withheld at source will be deducted from the said payment; however, the Company will refrain from withholding at source if, before the payment is made, the holder presents to the Company a certificate from the tax authorities regarding an exemption granted to him from withholding tax at source.

4.8 Any payment on account of principal or interest of the commercial papers (Series 6), which is paid after a delay exceeding five (5) business days from the date set for its payment according to the terms of the commercial papers (Series 6), and this for reasons depending on the Company, shall bear arrears interest as defined below from the date set for its payment until the date of its actual payment ("the Arrears Period"), and it is clarified that during the arrears period, the said payment shall not bear interest on the commercial papers (Series 6) (beyond the arrears interest). In this regard, the arrears interest rate shall be 3.5% (annual), which shall be calculated relative to the arrears period on a basis of 365 days a year. The Company will announce in an immediate report two (2) trading days before the payment of the unpaid principal the exact arrears interest rate to be paid as well as the payment date.

-4-

5. Avoidance of payment for a reason not depending on the Company

Any amount due to a holder of commercial paper which was not actually paid for a reason not depending on the Company, while the Company was ready to pay it, shall not bear any arrears interest, as applicable, from the date set for its payment, and the holder of the commercial paper shall be entitled, subject to the provisions below, to that amount.

6. Splitting commercial papers

Regarding the commercial papers registered in the name of one holder, one certificate shall be issued to him, or at his request, several certificates in a reasonable quantity shall be issued to him (the certificates mentioned in this section shall hereinafter be called: "the Certificates"). Every commercial paper certificate can be split into commercial paper certificates, the total par value of which equals the par value amount of the certificate for which splitting is requested, provided that such certificates shall not be issued except in a reasonable quantity. The split shall be done against the delivery of the same commercial paper certificate to the Company together with a written request signed by the registered holder to the Company, at its registered office for performing the split. All expenses involved in the split, including taxes and other levies, if any, shall be borne by the requester of the split.

7. Transfer of the commercial paper

The commercial papers are transferable in their full par value amount, and even regarding a portion thereof, provided they are in whole New Israeli Shekels. Any transfer of a commercial paper shall be made by a transfer deed in an acceptable format, duly signed by the registered owner or his legal representatives, which shall be delivered to the Company at its registered office accompanied by the transferred commercial paper certificates and any other proof required by the Company for the purpose of proving the transferor's right to transfer them. If stamp duty or any other compulsory payment applies to the transfer deed of the commercial papers, evidence of their payment to the Company's satisfaction shall be delivered. The provisions of the Company's Articles of Association applicable to the transfer of fully paid shares and their assignment shall apply, with the necessary changes as the case may be, to the manner of transferring commercial papers. In the event of a transfer of only part of the par value principal amount of the commercial paper, the certificate must first be split, according to the provisions of Section 6 above, into several commercial paper certificates as required, such that the total par value principal amounts in them shall be equal to the par value principal amount of the said commercial paper certificate. After fulfilling all these conditions, the transfer will be registered in the register, and the Company shall be entitled to demand that a note regarding the said transfer be recorded on the transferred commercial paper that will be delivered to the transferee or that a new commercial paper be issued to him in its place. Without derogating from the above, it is clarified that the commercial papers will be registered for trading on the Stock Exchange and therefore, their transfer within the framework of trading on the Stock Exchange will be carried out in accordance with the provisions of the TASE Regulations, the guidelines thereunder, and the bylaws of the Stock Exchange Clearing House as they may be in effect at that time.

8. Register of holders of commercial papers

The Company shall maintain a register of the holders of the commercial papers, which shall be open for inspection by any person in accordance with the provisions of the law.

9. Meetings of holders of commercial papers

Regarding the convening and management of general meetings of holders of commercial papers, the provisions of the Second Appendix shall apply.

10. Acquisition of commercial papers by the Company or by a related holder

10.1

The Company and/or through a subsidiary of the Company and/or an affiliated company of the Company and/or an associated company of the Company and/or a corporation under the Company's control reserves the right to purchase at any time, whether on the Stock Exchange or outside it, commercial papers at any price it sees fit, without prejudice to the repayment obligation of the outstanding commercial papers as detailed in this document. In the case of such an acquisition by the Company, the Company will announce this in an immediate report.

10.2

Commercial papers purchased by the Company shall expire immediately upon their purchase, shall be delisted from trading on the Stock Exchange subject to the Stock Exchange rules, shall be canceled by the Company, and the Company shall not be entitled to re-issue them. The Company will arrange for the withdrawal of the commercial paper certificates from the Stock Exchange Clearing House.

10.3

The controlling shareholder of the Company (directly or indirectly) and/or his family member (spouse as well as brother, parent, parent's parent, descendant or descendant of the spouse, or the spouse of any of these) and/or a corporation under the control of any of them directly and/or

5/25/2020; 3:55:07 AM v1.2.5

indirectly, or anyone on their behalf ("Related Holder") may purchase and/or sell, from time to time, including in the case of an issuance by the Company, the commercial papers. In the event of such a purchase and/or sale, the Company will provide an immediate report thereof. Commercial papers held as such by a Related Holder shall be considered an asset of the Related Holder, and will not be delisted from trading on the TASE and they shall be transferable like the rest of the Company's commercial papers.

10.4 Nothing in the provisions of this section, in itself, shall obligate the Company or the holders of the commercial papers to purchase commercial papers or to sell the commercial papers in their possession.

.11 General Provisions

11.1 The amounts regarding the redemption of commercial papers shall be paid to each holder of a commercial paper without regard to any equitable rights or any right of offset or counterclaim existing or that may exist between the Company and the aforementioned holder.

11.2 The Company shall not be obligated to record in the register any notice regarding a trust, pledge, or encumbrance of any kind, or any equitable right or any other right in connection with the ownership of the holder of a commercial paper.

11.3 Anyone who becomes entitled to a commercial paper as a result of bankruptcy or as a result of liquidation proceedings of the holder, shall have the right, upon providing such evidence as the Company deems sufficient to prove their right to be registered as the owner of the commercial papers, to be registered as a holder of a commercial paper.

.12 Absence of Collaterals and Pledges

12.1 The Company's undertaking for the repayment of the commercial papers is not secured by any collaterals and/or pledges, and the status of the holders of the commercial papers shall therefore be the status of unsecured creditors of the Company, with all that this implies.

12.2 For the avoidance of doubt, it is clarified that the Company shall be entitled from time to time to sell, pledge, lease, assign, deliver, or transfer in any other way all or part of its assets, in any manner whatsoever, for the benefit of any third party, without any restriction, including securing another series of securities or other obligations, and without the need for the consent of the holders.

.13 Security Rank

The commercial papers shall all rank pari passu among themselves without any preference of one over the other.

.14 Undertakings Regarding the Rating of Commercial Papers

14.1 The Company undertakes to act so that until the date of full, final, and precise settlement of the commercial papers according to the terms of the commercial papers, and the fulfillment of all other Company obligations toward the holders of the commercial papers, as far as it is within its control, the commercial papers will be under rating monitoring by a rating company registered under the Law for Regulation of Credit Rating Companies Activity, 2014. For this matter, it is clarified that the cessation of rating for the commercial papers due to reasons and/or circumstances beyond the Company's control, including the placement of the commercial papers on a "watch list" or any other similar action performed by the rating company, shall not be considered a cessation of rating or a rating downgrade.

14.2 The Company does not undertake not to replace the rating company throughout the life of the commercial papers; however, in the event the Company replaces the rating company, the Company shall publish in an immediate report the circumstances that led to the change, as soon as possible under the circumstances.

.15 Early Redemption at the Initiative of the Company

The Company shall not be entitled to place the commercial papers for early redemption, whether full or partial.

16. Issuance of Commercial Papers from New Series; Series Expansion

16.1 The Company shall be entitled at any time, whether through a public offering via prospectus or in another manner, and without requiring the consent of the commercial paper holders, to issue securities, including commercial papers from other series beyond the current commercial papers series ("Other Series"), with such redemption terms, interest, linkage, repayment rank in case of liquidation, and other terms as the Company sees fit, whether they are superior to the terms of the commercial papers, equal to them, or inferior to them.

16.2 The Company shall be entitled to perform an expansion of the commercial paper series (Series 6) without any restriction, provided that all of the following conditions are met: (a) none of the grounds for immediate repayment detailed in Section 18.1 below exist at the time of the series expansion; (b) following the issuance of the additional commercial papers (Series 6), their rating shall not be lower than the rating as it was on the eve of the series expansion, according to the rating company's approval.

Prior to the issuance of the additional commercial papers as part of a series expansion, the Company will publish an immediate report including the Company's confirmation of its compliance with the conditions specified in this section above.

17. The Company's Undertakings

As long as the commercial papers have not been repaid or settled in full, in any manner whatsoever, including by way of self-purchase, the Company undertakes as follows:

17.1 Equity to Balance Sheet Ratio

Equity (Consolidated) to Balance Sheet Ratio

The Equity (Consolidated) to Balance Sheet ratio (as defined below) based on the audited or reviewed (as applicable) consolidated quarterly and annual financial statements, starting from the Company's financial statements as of June 30, 2026 - shall not be less than 22%.

For the purpose of this Section 17.1:

"Equity (Consolidated)" - the total equity item attributable to the Company's shareholders/owners in the Company's consolidated financial statements.

"Equity (Consolidated) to Balance Sheet Ratio" - the ratio between the Company's Equity (Consolidated) and the Company's total consolidated balance sheet according to its latest audited or reviewed (as applicable) consolidated financial statements.

17.2 Debt to CAP Ratio

The ratio between the Debt (Consolidated) and the Total Capital and Debt (CAP) (Consolidated) shall not exceed 75% ("Debt to CAP Ratio (Consolidated)").

In this Section 17.2, the following terms shall have the meaning set forth beside them:

"Company Group" - the Company as well as other subsidiaries of the Company, as this term is defined in the Securities Law, as they may be from time to time.

"Debt (Consolidated)" - total liabilities of the Company Group included in the Company's balance sheet (a) for the repayment of recourse loans from financial corporations and any entity whose business is providing credit (hereinafter, in this section: "Banks") (i.e., loans for which the Banks have a right of recourse against the Company and/or a company in the Company Group); (b) for the repayment of BONDS issued or to be issued by the Company and/or a company in the Company Group; and (c) for the repayment of any other loan of a company in the Company Group to an entity not included in the Company Group; notwithstanding the above, in calculating the Debt (Consolidated), non-recourse loans from banks in BOT projects shall not be taken into account (i.e., loans for which the banks have no right of recourse against the Company), and (a) cash; (b) cash equivalents; and (c) short-term investments (except for short-term investments held against loans in BOT projects, and except for deposits provided against guarantees) and (d) the balance of the Company Group's deferred loans shall be deducted from it, all based on the consolidated financial statements.

"Total Capital and Debt (CAP) (Consolidated)" - the Debt (Consolidated) plus (a) the total equity (consolidated) of the Company (including non-controlling interests) less the Net Asset Value (NAV) of the BOT projects for which the debt was neutralized in the definition of the term "Debt (Consolidated)"; (b) impairment losses recorded in the Company's consolidated financial statements for assets pledged to secure loans, in an amount exceeding the right of recourse against the borrower; and (c) total deferred taxes (long-term) recorded in the Company's consolidated financial statements.

"Deferred Loans" - any loan received by the Company and/or a company in the Company Group from any source, which by its terms (principal and interest) is subordinate in repayment rank to the commercial papers, including in the event of Company liquidation, and which is not repayable (principal and/or interest) during the period of the commercial papers.

Testing of Financial Covenants and Their Breach

As long as the commercial papers are outstanding, in the Company's quarterly reports for the periods ending March 31, June 30, September 30, and in the Company's annual report for the period ending December 31 ("Financial Statements for Testing"), the Company shall detail within the Board of Directors' report on the state of the Company's affairs for the relevant period its compliance or non-compliance with the Equity (Consolidated) to Balance Sheet ratio and the Debt to CAP (Consolidated) ratio undertakings, as of the date of the test (according to the results of the Financial Statements for Testing), including a detailed calculation regarding the above.

"Testing Date" - means the date of publication of the Financial Statements for Testing.

Should it appear that according to the Financial Statements for Testing, the Company's undertaking regarding the Equity (Consolidated) to Balance Sheet ratio and/or the Company's undertaking regarding the Debt to CAP (Consolidated) ratio has been breached, and such breach continues also according to the data of the relevant financial statements at the end of the subsequent quarter following the relevant Financial Statements for Testing (i.e. - the breach continues according to the financial statements of the quarter following the first test), then the provisions of Section 18.1(r) below shall apply, as the case may be. In case of non-compliance with one or more of the financial covenants specified above, the Company shall report this within its quarterly or periodic reports (as applicable), in accordance with the law.

It is clarified that if a change occurs in a parameter used for any of the aforementioned tests [i.e., Equity (Consolidated) or the Company's Balance Sheet (Consolidated) or the Debt (Consolidated) or Total Capital and Debt (CAP) (Consolidated)] ("Parameters for Financial Covenant Calculation") (which will be tested for the first time relative to the Company's consolidated financial statements for June 30, 2026) as a result of a change in generally accepted accounting principles and/or another regulatory change and/or if the Company voluntarily adopts other accounting standards ("Old Standards"), where the impact of that change on the parameter or the results of any of the financial covenants exceeds $5\%$ ("Non-negligible Impact"), then from the date of the first implementation of the accounting rules or the regulatory change as mentioned - the relevant financial covenant shall be proportionally adjusted for the change resulting from the application of the accounting rules or the regulatory change.

If a change occurs in the parameters for calculating financial covenants that has a non-negligible impact as mentioned, the Company will update within the Board of Directors' report of each quarterly/periodic report it publishes whether, as of the date of said report, the Company meets all the financial covenants specified in this section above, as well as the ratios for that date according to the new accounting standards applicable to the Company, and disclosure shall be provided regarding the method of calculating the Company's compliance with the criteria according to the Old Standards, including disclosure of adjustments relative to material items comprising the financial covenants which affect the difference in the calculation result.

For example, if as a result of a change in generally accepted accounting principles and/or another regulatory change, there is an increase in Equity (Consolidated) at a rate of $10\%$ in the Company's consolidated financial statements where the change in accounting rules is first applied, relative to the Company's last published consolidated financial statements before the date of first application of that accounting rule or regulatory change, then from the date of first application - the relevant financial covenant (i.e., Equity (Consolidated) to Balance Sheet ratio) shall be adjusted proportionally: for example, if on the eve of the first application, the actual Equity (Consolidated) to Balance Sheet ratio was $50\%$ , but following the application of the rule or regulatory change

the actual Equity (Consolidated) to Balance Sheet ratio is $55\%$ (i.e., a $10\%$ increase), then the relevant financial covenant (Equity (Consolidated) to Balance Sheet ratio) will be proportionally adjusted by the same growth rate $(10\%)$ - and in such a case, the minimum Equity (Consolidated) to Balance Sheet ratio will also increase by $10\%$ from the date of the first application of the accounting rules or the regulatory change as mentioned, i.e., it will increase from $22\%$ to $24.2\%$ .

17.3 Dividend Distribution

The Company shall not be entitled to perform a distribution (as this term is defined in the Companies Law, 1999) to its shareholders, if due to the distribution, the Equity (Consolidated) to Balance Sheet ratio (as defined above) calculated (pro forma) based on the data of its relevant audited or reviewed (as applicable) consolidated financial statements, the latest published before the dividend distribution – falls below $24\%$ or the Debt to CAP (Consolidated) ratio (as defined above) exceeds $70\%$ . For the sake of clarity only, it is clarified that a decision on distribution shall not be made even if at the time of the decision the aforementioned ratios are not met based on the relevant audited or reviewed (as applicable) financial statements, the latest published before the decision was made. Should any of the undertakings specified in this section be breached - then the provisions of Section 18.1(s) below shall apply.

As an additional condition to what is stated in this section above, subject to the provisions of the law, the Company shall be entitled to perform any distribution to its shareholders provided that the Company does not breach its undertakings to the commercial paper holders and that no cause for immediate repayment exists for the commercial paper holders and there is no concern regarding the existence of such cause, and provided that such distribution will not result in a cause for immediate repayment or concern regarding the existence of such cause.

In the event of a distribution performed by way of a self-purchase of the Company's shares, the Company will publish an immediate report on the self-purchase of shares, in which it will state its compliance with the undertakings detailed in this section above.

.18 Immediate Repayment

18.1

Upon the occurrence of one or more of the cases listed below, any of the holders of the commercial papers who holds (or together hold) at least five percent (5%) of the outstanding commercial papers, may convene a meeting of commercial paper holders whose agenda will include a resolution regarding placing the amount due to the holders for immediate repayment under the terms of the commercial papers:

(a) If a temporary liquidation order or any order with a similar or identical result under the Insolvency Law is issued by a court, or a temporary trustee as defined in the Insolvency Law is appointed for the Company, or a temporary liquidator or any other authorized party with similar or identical powers under the Insolvency Law is appointed for the Company, or any judicial decision of a similar nature is made, or in the event another proceeding begins or a petition for another proceeding with similar significance under the Insolvency Law is filed, and such order, petition, or decision is not canceled within forty-five (45) days from the date of appointment or issuance of the order or decision, as applicable. Notwithstanding the above, the Company shall not be granted the aforementioned cure period if the order or petition was filed or issued, as applicable, at the Company's request or with its consent.

(b) If a foreclosure is imposed, a pledge is realized, or an execution action is performed, all on a material asset of the Company (as defined below), and the foreclosure is not removed or the realization is not canceled or the action is not canceled within forty-five (45) days after the foreclosure was imposed or the pledge was realized or the action was performed. Notwithstanding the above, the Company shall not be granted the aforementioned cure period if any of the aforementioned actions were performed at the Company's request or with its consent.

(c) If a petition for receivership or any petition with a similar or identical result under the Insolvency Law is filed, or for the appointment of a receiver (temporary or permanent) or a temporary trustee, as this term is defined in the Insolvency Law, for the Company or any similar officer appointed under the Insolvency Law, or for a material asset of the Company, or if an order is issued for the appointment of a temporary receiver for the Company or any similar officer appointed under the Insolvency Law or for a material asset of the Company, which are not dismissed or canceled within thirty (30) days from the date of their filing or issuance, as applicable. Notwithstanding the above, the Company shall not be granted the cure period...

5/25/2026 (3:55:08 AM) v1.2.5

-9-

the curing period as mentioned above regarding requests or orders filed or given, as the case may be, at the request of the Company or with its consent.

(d) If an order is given to appoint a permanent receiver or trustee, as this term is defined in the Insolvency Law, for the Company or for a material asset of the Company, or a similar order under the Insolvency Law.

(e) If the Company stops or announces its intention to stop its payments.

(f) If the Company ceases to continue its business and/or manage its business as it may be from time to time and/or announces its intention to cease to continue engaging in its business as it may be from time to time and/or manage them and/or intends to cease to continue its business as it may be from time to time.

(g) If the commercial papers cease to be rated for a continuous period of 60 consecutive days, except in the event that the cessation of the rating is as a result of reasons or circumstances that are not under the Company's control (for this matter, among other things, the non-performance of payments that the Company committed to pay to the rating company and the non-delivery of reports and information required by the rating company as part of the engagement between the Company and the rating company shall be seen as reasons and circumstances that are under the Company's control). For the avoidance of doubt, it will be clarified that as long as the commercial papers are rated by at least one rating company, an immediate repayment cause will not materialize in accordance with this section.

(h) If Big Shopping Centers Ltd. is no longer the controlling shareholder of the Company (as this term is defined in the Securities Law, not including holding together with others), directly or indirectly.

(i) (a) If another series of BONDS issued by the Company was called for immediate repayment; or (b) if a debt of the Company which is in an amount exceeding 10% of the Company's equity (according to its latest financial reports) or if cumulative debts of the Company, which are in an amount exceeding 500 million NIS, were called (or were called, as the case may be) for immediate repayment (not at the initiative of the Company) provided that a demand as mentioned in section b' above is not canceled or that the Company did not repay the said debt/s within 10 business days from the date of the call for immediate repayment.

(j) If the Company files a request for a stay of proceedings order or any similar procedure in accordance with the provisions of the Insolvency Law or if a stay of proceedings order or any similar order is given in accordance with the provisions of the Insolvency Law or a request was filed by the Company for a proceeding initiation order or a request was filed by the Company to make an arrangement with its creditors or a compromise according to section 350 of the Companies Law or in accordance with the Insolvency Law (except for the purpose of a merger with another company and/or a change in the Company's structure, including a split that is not prohibited and except for making arrangements between a company and its shareholders that do not affect the solvency of the commercial papers), or if the Company offers its creditors in another way such a compromise or arrangement, against the background of the Company's inability to meet its obligations on time. If a request according to section 350 of the Companies Law or a request according to the Insolvency Law is filed against the Company (and without its consent) which was not dismissed or canceled within 45 days from the date of its filing.

(k) If the main assets of the Company were sold or the Company's main activity ceases to be in the field of yielding real estate or if the Company is liquidated or the Company is delisted for any reason (except in the case of a merger meeting the conditions of subsection (m) below). "Yielding real estate" for the purpose of this section means including real estate in initiation, development, and construction stages.

(l) If there is a real concern for harm to the rights of the commercial papers holders, including a real concern that the Company will not be able to repay the commercial papers on time.

(m)

If a merger was performed (in any way) of the Company with another entity, without obtaining prior approval of the meeting of the commercial papers holders, unless the absorbing entity (the Company or the other entity, as the case may be) declared, at least ten (10) business days before the merger date, that due to the said merger, there is no reasonable concern that the absorbing entity (the Company or the other entity, as the case may be) will not be able to fulfill the obligations towards the commercial papers holders.

-10-

(n) If the TASE suspended trading in the commercial papers, and the said suspension was not canceled within sixty (60) days. Notwithstanding the above, such trading suspension, on the grounds of the creation of uncertainty (as detailed in section 6.a(1), in the fourth part of the TASE Regulations), will not constitute a cause for immediate repayment under this section.

(o) If the Company ceases to be a "Reporting Corporation" (as this term is defined in the Securities Law).

(p) If the Company passes a liquidation resolution or if a permanent and final liquidation order is given or any order with a similar or identical result under the Insolvency Law regarding the Company by the court and/or a permanent liquidator or any other authorized party with similar characteristics under the Insolvency Law is appointed or a trustee is appointed as defined in the Insolvency Law.

(q) If a fundamental breach of any of the terms of the commercial papers was committed, including if it turned out that any of the Company's representations towards the commercial papers is incorrect or incomplete, and the Company did not rectify the said breach within fourteen (14) days.

(r) If a breach of the commitment for the Equity to Balance Sheet (consolidated) ratio occurred or a breach of the commitment for the Debt to CAP (consolidated) ratio as mentioned in section 17 above. In the event of a breach as mentioned in section 17 above, the Company shall not be entitled to raise debt or receive a loan except in the case where the debt and/or the loan are intended for rectifying the breach as mentioned in this section.

(s) If the Company breached any of its obligations regarding a distribution as detailed in section 17.3 above.

(t) There is a material deterioration in the Company's business compared to its condition at the time of issuance, and there is a real concern that the Company will not be able to repay the commercial papers on time.

(u) If the Company did not settle any payment of the payments it owes towards the commercial papers holders or did not fulfill another material obligation given in their favor.

(v) The Company did not publish a financial report that it is required to publish by any law, within 30 days from the last date on which it is required to publish it.

(w) The commercial papers were delisted from trading on the TASE.

(x) If there is a real concern that the Company will not meet its material obligations towards the holders.

(y) If a "Going Concern" note is recorded in the Company's financial reports and is not removed in the financial reports for the following quarter.

In this section 18.1, "Main assets of the Company" means an asset or several assets constituting more than 50% of the total assets of the Company according to the Company's consolidated financial reports before the relevant said case.

In this section 18.1, "Material asset of the Company" means an asset or several assets whose aggregate value in the Company's consolidated financial reports published by the Company most recently before the relevant said case, exceeds 30% of the total consolidated balance sheet of the Company. Notwithstanding the above, if a non-recourse loan is imposed on a material asset of the Company, as defined above, this asset will be seen as a material asset of the Company only if the (positive) difference between the value of the asset in the Company's consolidated financial reports published by the Company most recently before the relevant said case and the balance of the loan, exceeds 10% of the total consolidated balance sheet of the Company according to the said consolidated financial reports. Notwithstanding the above, in any case where an asset or several assets whose aggregate value exceeds 40% of the total consolidated balance sheet of the Company according to the said consolidated financial reports - they will be considered a material asset of the Company, whether a non-recourse loan is imposed on the asset or not.

18.2

Despite what is stated in section 18.1 above, the commercial papers will not be called for immediate repayment, unless the Trustee, who was appointed in accordance with the provisions of section 18.3 below or if such Trustee was not appointed, the holder or holders requesting to call the commercial papers for immediate repayment as stated in section 18.1 above, gave the Company a prior written notice of their intention to act as stated, and the Company did not comply with what is stated in the notice within

30 days from the date of its receipt or in accordance with the count of days for that cause, as the case may be. In the said notice, the Company will be required to cause the cancellation and/or cessation of that cause from the causes mentioned in section 18.1 above for which the notice was given. Despite the above, if the Trustee is of the opinion that such a postponement as mentioned above will jeopardize the rights of the holders, the Trustee shall be entitled to shorten the notice period mentioned above or the waiting period mentioned in the subsections of section 18.1 above, as much as it seems necessary to him in order to prevent the said risk to the rights of the holders, and provided that he confirms this to the Company in a written notice.

18.3 If a cause for calling the commercial papers for immediate repayment occurred, as detailed in section 18.1 above, the Company shall convene, at the request of any holder or holders authorized to call a meeting of commercial papers holders whose agenda will include a resolution regarding calling for immediate repayment, who are the holder/s of at least five percent (5%) of the outstanding commercial papers, a meeting of holders for the purpose of appointing a trustee. At the meeting of the holders, every holder present in person or by his representative shall be entitled to one vote for every 1 NIS par value of the commercial papers. If the holders at the meeting of holders did not reach an agreement regarding the appointment of the trustee, the Company will appoint a trustee at its discretion.

18.4 It is clarified that a commercial paper which will be held, to the extent it is held, by a subsidiary of the Company and the controlling shareholders therein, will not grant the said holder voting rights in the meeting of the commercial papers holders and will not be counted for the purpose of determining the legal quorum in these meetings.

18.5 For details about the legal quorum for a meeting whose agenda includes a resolution regarding calling for immediate repayment, and the majority required for passing such a resolution, see sections 16.2 and 34 of the Second Appendix.

18.6 It will also be clarified that the costs of the appointment and activity of the Trustee shall apply to the Company and until it settles these amounts - they shall apply to the holders.

19. Changes in the Terms of the Commercial Papers

No change, waiver, and/or compromise shall have any validity regarding the terms of the commercial papers and the rights arising from them unless the holders agreed to the change in a special resolution (by the majority detailed in section 34 of the Second Appendix), or the change was performed as part of an

arrangement or compromise, which was approved by the court, according to section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law.

20. Acceptance as Proof

Without derogating from any other condition of these conditions, a receipt signed by the holder of the commercial paper shall constitute proof of full discharge of any payment made by the Company regarding the commercial papers.

21. Replacement of the Commercial Papers Certificate

In the event that the commercial papers certificate becomes worn out, lost or destroyed, the Company will issue a new certificate in its place under the same conditions. Stamp tax and other levies, as well as other expenses involved in issuing the new certificate, shall apply to the applicant for the said certificate (including expenses related to proving his ownership of the commercial paper, and related to improvements and/or insurance coverage that the Company may request, if requested, in connection therewith). In the case of wear, the worn certificate will be returned to the Company simultaneously and against the issuance of the new certificate.

22. Governing Law and Jurisdiction

The courts in the city of Tel-Aviv Jaffa shall have unique and exclusive jurisdiction in any dispute regarding the commercial papers, and only the laws of the State of Israel shall apply to them.

23. Notices

Any notice on behalf of the Company will be given by a report in the MAGNA system of the Securities Authority.

-12-

First Appendix to the Terms of Commercial Papers (Series 6)

AFI Properties Ltd. ("The Company")

Commercial Paper Certificate (Series 6)

Registered Commercial Paper

This commercial papers certificate is from a series of commercial papers (Series 6), registered, which are due for repayment in one payment on June __, 2027.

Certificate Number: __

Par Value of the commercial papers (Series 6) in this certificate: __ NIS.

This certificate testifies that the Company will pay on June __, 2027, 100% of the par value of this certificate to the TASE Clearing House of the Tel Aviv Stock Exchange Ltd., or to whoever will be the holder (as defined in the terms of the commercial papers (Series 6) at the time of payment.
The commercial papers (Series 6) are not linked (principal and/or interest) to the Consumer Price Index or any other index or currency.
The commercial papers (Series 6) are not secured by a lien.

All the commercial papers (Series 6) will stand at an equal rank among themselves (pari-passu), without any preferred right for one over the other.

This certificate is issued subject to the terms detailed in "Terms of Commercial Papers (Series 6)".
It should be emphasized that, according to the directives for the third part of the TASE Regulations of the Tel Aviv Stock Exchange Ltd., it was determined that the trading unit of a commercial paper is 10 NIS par value. It is clarified that the trade in the commercial papers (Series 6) will be subject to the said TASE directives as they may be updated and changed from time to time, including in the event that the size of the trading unit of a commercial paper is changed and/or other or additional limitations regarding the trading unit of a commercial paper, and all as such changes, amendments, and updates shall apply in relation to the commercial papers (Series 6).

Signed by the Company on _____

AFI Properties Ltd.

5/25/2026 | 3:55:09 AM | v1.2.5

-13-

Second Schedule to the Terms of Commercial Papers (Series 6)

Afi Properties Ltd. ("the Company")

General Meetings of Holders of Commercial Papers (Series 6)

The Trustee or the Company may convene meetings of the holders of the commercial papers. If the Company convenes a meeting of the holders of the commercial papers, it must immediately send a written notice to the Trustee regarding the place, date, and time the meeting will be held, as well as the matters to be brought for discussion, and the Trustee or a representative on its behalf shall be entitled to participate in such meeting without a right to vote. It is clarified that nothing in this section above shall derogate from and/or limit the provisions of Sections 18.2 and 18.3 of the Terms of the commercial papers.
The Trustee shall be entitled to convene a meeting at the request of the Company and is obliged to do so upon a written request of the holders of at least ten percent (10%) of the par value of the commercial papers, or, if it is a meeting whose agenda includes a resolution regarding acceleration of repayment, upon a written request of the holders of at least five percent (5%) of the par value of the commercial papers. If the applicants requesting the convening of the meeting are the holders of the commercial papers as stated, the Trustee shall be entitled to demand from the applicants indemnification for the reasonable expenses involved.
The Trustee shall convene a meeting of holders within 21 days from the date the request to convene it was submitted to it, for a date to be determined in the invitation, provided that the convening date shall not be earlier than seven days and not later than 21 days from the date of the invitation; however, the Trustee may advance the date of the convening of the meeting to at least one day after the date of the invitation, if it believes that this is necessary to protect the rights of the holders.

The Trustee may determine that the meeting will be held by electronic means.

If the Trustee has not convened a meeting of holders, at the request of a holder, within the period as stated above, the holder may convene the meeting, provided that the convening date shall be within 14 days from the end of the period for convening the meeting by the Trustee, and the Trustee shall bear the expenses incurred by the holder in connection with convening the meeting.
Every meeting of the holders of the commercial papers shall be held at the registered office of the Company in Israel (or at another place in Israel as the Company may direct) or at another residence of which the Company or the Trustee shall give notice. The Company shall bear the costs of managing and convening the meeting.

Notice of Convening a Meeting

A call for a meeting on behalf of the Trustee for the purpose of consultation only with the holders of the commercial papers shall be published at least one day before its convening date ("Consultation Meeting"). For a Consultation Meeting, no agenda will be published and no resolutions will be adopted.

Notice of a meeting of holders shall be published in accordance with the provisions of the Securities Law as they may be from time to time and shall be delivered to the Company by the Trustee.
The invitation notice shall include the agenda, the proposed resolutions, and arrangements regarding voting by ballot.
A holder of a commercial paper, one or more, who holds at least five percent (5%) of the outstanding balance of the par value of the series of commercial papers, may request the Trustee to include a topic on the agenda of a meeting of holders to be convened in the future, provided that the topic is suitable to be discussed at such a meeting.

The Record Date for Ownership of the Commercial Paper and Management of the Meeting

Holders entitled to participate and vote in the meeting of holders are holders of the commercial papers on the date to be determined in the resolution to convene a meeting of holders, provided that this date shall not exceed three days before the date of the convening of the meeting of holders and shall not be less than one day before the date of the convening.
A holder of a commercial paper may vote in a meeting of holders, in person or by proxy, and also by a voting ballot in which they specify the manner of their vote.

-14-

At every meeting, the Trustee or someone appointed by it shall serve as the chairperson of the meeting, and in the absence of a Trustee, someone the holders chose as the chairperson of the meeting.
Any resolution duly adopted at a meeting convened as stated above shall not be invalidated even if, due to an error, notice was not given to all holders of the commercial papers, or if such notice was not received by all holders of the commercial papers. The provisions of this section shall be fulfilled as long as the notice regarding the convening of a meeting (or an adjourned meeting, as the case may be) was published on the MAGNA system.
Any notice on behalf of the Company and/or the Trustee to the holders of the commercial papers shall be given by reporting on the MAGNA system, and in cases requiring it by law, the notice shall additionally be given by way of publishing an advertisement in two daily newspapers of wide circulation, published in Israel in the Hebrew language.
A meeting of the holders of the commercial papers shall open after it is proved that a quorum required for the commencement of the discussion exists, as follows:

15.1 Subject to the provisions of the Securities Law which cannot be stipulated against, a quorum at a general meeting shall consist of at least two (2) holders of commercial papers, present in person or by proxy, who hold or represent together at least twenty-five percent (25%) of the outstanding balance of the par value of the commercial papers in circulation; and at an adjourned meeting - if two (2) such holders were present without regard to the par value held by them.

15.2

At a meeting convened to adopt a special resolution, a quorum shall consist of at least two (2) holders of commercial papers, present in person or by proxy, who hold or represent together at least fifty percent (50%) of the outstanding balance of the par value of the commercial papers in circulation, and at an adjourned meeting – if holders as stated of at least twenty percent (20%) of the outstanding balance of the par value of the commercial papers in circulation were present.

15.3

The provisions of Section 18 of the Terms of the commercial papers shall apply to the convening of a meeting whose agenda includes adopting a resolution for acceleration of repayment.

Commercial papers held by a connected holder (as defined in the Terms of the commercial papers) shall not be taken into account for the purpose of determining the quorum at a meeting of holders, and its votes shall not be counted in the count of votes in a vote at such a meeting.
A voting ballot in which a holder specified the manner of their vote, which reached the Trustee or the Company by the final date set for this, shall be considered as presence at the meeting for the purpose of the existence of the quorum as stated above.
If a quorum is not present at a meeting of holders at the end of half an hour from the time set for the start of the meeting, the meeting shall be adjourned to another date no earlier than two business days after the record date for holding the original meeting or one business day if the Trustee believes that this is necessary to protect the rights of the holders; if the meeting is adjourned, the Trustee shall explain the reasons for this in the report regarding the convening of the meeting.
If a quorum is not present at the adjourned meeting as stated above after half an hour from the time set for it, the meeting shall be held with any number of participants, unless another requirement was established in the Securities Law.
Notwithstanding the above, if the meeting of holders was convened upon the request of holders of at least ten percent (10%) of the outstanding balance of the par value of the commercial papers in circulation (as stated in Section 2 above), the adjourned meeting of holders shall be held only if holders of commercial papers were present at least in the number required for convening such a meeting (i.e., at least ten percent (10%) of the outstanding balance of the par value of the commercial papers in circulation).
No matters shall be discussed at an adjourned meeting other than matters that could have been discussed at the original meeting.
According to a decision of the Trustee (if appointed) or a decision by an ordinary majority of those voting at a meeting where a quorum was present, the continuation of the meeting ("the Original Meeting") shall be adjourned from time to time, the discussion or the adoption of a resolution on a topic specified in the agenda, to another date and to a place as the Trustee or the said meeting shall decide ("a Continued Meeting"). At a Continued Meeting, only a topic that was on the agenda of the Original Meeting and regarding which a resolution was not adopted may be discussed.
The Trustee may declare that the Original Meeting and/or the Continued Meeting will be split into class meetings for the purpose of discussion. The determination

-15-

of the classes shall be subject to the sole discretion of the Trustee.

24.

If a meeting of holders was adjourned without changing its agenda, invitations regarding the new date for the Continued Meeting shall be given as early as possible, and no later than twelve (12) hours prior to the Continued Meeting; such invitations shall be given according to Sections 8 and 9 above.

A person or persons to be appointed by the Trustee, the Company Secretary, and any other person or persons authorized by the Company, shall be entitled to be present at meetings of the holders of the commercial papers without a right to vote. In a case where, according to the Trustee's discretion, a discussion without the presence of Company representatives is required in part of the meeting, then the Company or anyone on its behalf shall not participate in that part of the discussion. Notwithstanding what is stated in this section, the Company may in any case participate in the opening of a meeting for the purpose of expressing its position in connection with any topic on the meeting's agenda and/or presenting a certain topic (as the case may be).

Resolutions

Every resolution shall be adopted by a vote of the count of voices.
The chairperson of the meeting may determine that voting will be by way of voting ballots or by voting during the meeting. In a case where the chairperson determined that the vote will be by way of a voting ballot, the Trustee shall ensure that the version of the voting ballot is published on the MAGNA system, and shall determine the closing time of the vote by which the holders must send the Trustee the voting ballot completed and duly signed. The Trustee may require a holder to declare within the framework of the voting ballot as to the existence or absence of a conflicting interest they may have, in accordance with the Trustee's discretion. A holder who does not complete the voting ballot in full and/or who does not prove their eligibility to participate and vote in the meeting according to the provisions of the Second Schedule shall be considered as someone who did not submit a voting ballot, and therefore chose not to vote on the topic(s) in the voting ballot.
When a meeting of holders of the commercial papers is convened (whether convened by the Company, a holder, or the Trustee), the Trustee shall examine the existence of a conflict of interest among the holders of the commercial papers, between an interest arising from their holding in the commercial papers and another interest of theirs, as the Trustee shall determine ("Conflicting Interest"). The Trustee may require a holder participating in the meeting to inform it, before the vote, of another interest of theirs and whether they have such a conflict of interest. Without derogating from the generality of the above, each of the following shall be considered as having a Conflicting Interest:

28.1 A holder who is a connected holder (as this term is defined in the Terms of the commercial papers);

28.2 A holder who served as an officer in the Company near the time of the event underlying the resolution at the meeting;

28.3 Any holder for whom the Trustee has determined that they have a "Conflicting Interest" as stated below, subject to any law and/or instruction of a competent authority, and including: any holder who declares in writing to the Trustee that they have any material personal interest that deviates from the interest of all holders of the commercial papers in the meeting of the holders of the commercial papers. A holder who does not provide a written declaration after being requested to do so by the Trustee shall be considered as someone who declared that they have such a personal interest, and regarding them, the relevant Trustee shall determine that they are a holder with a Conflicting Interest. Without derogating from what is stated in this Section 28, the Trustee shall examine if a holder is a holder with a "Conflicting Interest," also taking into account that holder's holdings in other securities of the Company and/or securities of any other relevant corporation to the resolution brought for approval at the meeting (as specified in the voting ballot), in accordance with that holder's declaration.

The determination of the existence of a Conflicting Interest shall also be made based on a general test of conflicts of interest to be conducted by the Trustee. Furthermore, for the removal of doubt, it is clarified that nothing in the provisions regarding the definition of holders of commercial papers with a Conflicting Interest shall derogate from the provisions of the law, case law, and binding instructions of the Securities Authority, regarding the definition of holders of commercial papers with a Conflicting Interest, as they shall apply on the date of the examination.

29.

For the purpose of examining a conflict of interest as stated, the Trustee shall be entitled to rely on a legal opinion it orders, and the Company shall bear reasonable expenses incurred in this regard.

It is clarified that an examination of conflict of interest as stated above, as far as it is necessary in the Trustee's opinion, shall be conducted separately in relation to each resolution on the meeting's agenda and also in relation to each meeting separately. It is further clarified that declaring a holder as having a Conflicting Interest in a certain resolution or meeting shall not, in itself, indicate a Conflicting Interest of that same holder in another resolution on the meeting's agenda or a Conflicting Interest of theirs in other meetings.

-16-

In the counting of the voices in a vote held at a meeting of holders, the Trustee shall not take into account the votes of holders who did not respond to its demand as stated in Section 29 above or holders for whom it found that a conflict of interest as stated in that section exists. Notwithstanding the above, if less than 25% of those participating in the vote, who are not holders with a Conflicting Interest, out of a rate of five percent (5%) of the outstanding balance of the par value of the commercial papers in circulation, the Trustee shall take into account in the counting of the voices in the vote also the votes of holders with the Conflicting Interest.
In a vote, every holder present in person or by proxy shall have one vote for every 1 NIS par value of commercial papers by virtue of which they are entitled to vote.

In the case of joint holders of commercial papers, only the vote of the person who is listed first among them in the registry shall be accepted.

A holder of commercial papers may vote some of their votes in favor of a proposed resolution, some against, and some to abstain, all as they see fit.

The required majority is an ordinary majority of the number of voices participating in the vote without taking into account the voices of abstainers. The required majority for a "special resolution" in such a meeting is a majority of the holders of two-thirds of the par value of the commercial papers represented in the vote without taking into account the voices of abstainers. For the purpose of the voices of abstainers, no distinction shall be made between those who have a Conflicting Interest (as defined in Section 28 above) and those who do not.
Any topic regarding which it was not determined that it will be adopted by a majority that is not an ordinary majority or a special quorum will be adopted as an ordinary resolution.
An instrument of appointment appointing a proxy shall be in writing and signed by the appointer or by their proxy who has authorization to do so in writing properly. If the appointer is a corporation, the appointment shall be made in writing and signed with the corporation's seal, along with the signature of the corporation's authorized signatories, and the proxy shall be entitled to act on behalf of the corporation they represent.

35.1 An instrument of appointment of a proxy shall be prepared in any form that is acceptable to the Trustee.

35.2 A proxy does not have to be a holder of the commercial paper themselves.

35.3 The instrument of appointment and the power of attorney or other certificate under which the instrument of appointment was signed, or a certified copy of such power of

attorney, shall be delivered to the Trustee until the opening time of the meeting, unless otherwise determined in the notice convening the meeting.

A vote made in accordance with the conditions in the proxy appointment document shall be valid even if the appointer previously died or was declared legally incompetent or the instrument of appointment was canceled or a commercial paper regarding which the vote was given was transferred, unless written notice regarding the death, incompetence decisions, cancellation, or the aforementioned transfer, as the case may be, was received at the Company's registered office before the meeting.
The Trustee and/or a representative to be chosen for this purpose shall prepare minutes of the meeting of the holders of the commercial papers, which shall be recorded in the minute registry and kept at the Trustee's registered office for a period of seven years from the date of the meeting. Every such protocol shall be signed by the chairperson of the meeting, and every protocol signed as stated shall serve as prima facie evidence of what is stated in it, and as long as the opposite is not proven, every resolution adopted at such a meeting shall be considered as if it were duly adopted.
The registry of minutes of the meetings of holders shall be kept at the Trustee's office, shall be open for inspection by holders of the commercial papers, and a copy of it shall be sent to every holder of a commercial paper who requests it.
The declaration of the chairperson of the meeting regarding the adoption of a resolution or its rejection and the recording in this regard in the minute registry shall serve as prima facie evidence of this fact.
For the purposes of this Second Schedule - "the Trustee" means whoever is appointed as Trustee for the holders of the commercial papers according to Section 18 above, and alternatively, whoever is appointed by the holders as responsible for the convening and management of the meeting of holders, and if no such party was appointed - the Company Secretary.

5/25/2026 | 3:55:10 AM | v1.2.5

AI assistant

AFI Properties Ltd. — Capital/Financing Update 2026

6624_rns_2026-05-25_dc4ca769-1568-44f0-9c7b-46cd196f1862.pdf

Appendix A

Terms of the commercial papers (Series 6)

Terms of the commercial papers (Series 6)

1. General

2. Maturity Date

3. Terms of the commercial papers (Series 6)

3.1

3.2

4. Payments

5. Avoidance of payment for a reason not depending on the Company

6. Splitting commercial papers

7. Transfer of the commercial paper

8. Register of holders of commercial papers

9. Meetings of holders of commercial papers

10. Acquisition of commercial papers by the Company or by a related holder

.11 General Provisions

.12 Absence of Collaterals and Pledges

.13 Security Rank

.14 Undertakings Regarding the Rating of Commercial Papers

.15 Early Redemption at the Initiative of the Company

16. Issuance of Commercial Papers from New Series; Series Expansion

17. The Company's Undertakings

17.1 Equity to Balance Sheet Ratio

Equity (Consolidated) to Balance Sheet Ratio

17.2 Debt to CAP Ratio

Testing of Financial Covenants and Their Breach

17.3 Dividend Distribution

.18 Immediate Repayment

18.2

19. Changes in the Terms of the Commercial Papers

20. Acceptance as Proof

21. Replacement of the Commercial Papers Certificate

22. Governing Law and Jurisdiction

23. Notices

First Appendix to the Terms of Commercial Papers (Series 6)

AFI Properties Ltd. ("The Company")

Commercial Paper Certificate (Series 6)

Registered Commercial Paper

Second Schedule to the Terms of Commercial Papers (Series 6)

Afi Properties Ltd. ("the Company")

General Meetings of Holders of Commercial Papers (Series 6)

Notice of Convening a Meeting

The Record Date for Ownership of the Commercial Paper and Management of the Meeting

Resolutions

More from AFI Properties Ltd.

AFI Properties Ltd. Capital/Financing Update 2026