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Trust Deed

Prepared and signed on May 27, 2026

Between:

AFI Properties Ltd.
51-056018-8
Of 1 Yael Man St., Ramat HaSharon
(hereinafter: the "Company")

On the one part:

And:

Strauss Lazar Trust Company (1992) Ltd.
Company number 51-174206-6
Of 94 Yigal Alon St., Tel Aviv
(hereinafter: the "Trustee")

On the other part:

Whereas:

And the Company published on February 8, 2026, a shelf prospectus (dated February 9, 2026) (hereinafter: the "Shelf Prospectus") according to which the Company is entitled to issue, among other things, BONDS (Series 18) of the Company (hereinafter: "BONDS" or "BONDS (Series 18)");

And whereas:

And the Company wishes to offer the public a new series of BONDS (Series 18) according to the Shelf Prospectus, which shall not be secured by liens;

And whereas:

And the Trustee is a company registered in Israel, engaged in trusts, and it meets the qualification requirements set forth by any law, and in particular the requirements set forth in the Securities Law (as defined below) for a trustee for BONDS;

And whereas:

And the Trustee has declared that there is no impediment under the Securities Law or any other law to its engagement with the Company according to this Trust Deed, including regarding the absence of conflicts of interest that prevent its engagement with the Company as stated, and that it meets the requirements and qualification conditions set forth in the Securities Law to serve as a trustee for the issuance of the BONDS (Series 18);

And whereas:

The Trustee has no personal interest in the Company and the Company has no personal interest in the Trustee;

And whereas:

And the Company applied to the Trustee to serve as a trustee for the holders of BONDS (Series 18) and the Trustee agreed to this, all subject to and in accordance with the terms of this Trust Deed;

And whereas:

And the Company declares that there is no impediment by law to engage with the Trustee according to this Trust Deed and that it has no personal interest in the Trustee;

And whereas:

And the Company declares that all necessary approvals were received according to any law and/or any agreement for the execution of the issuance in accordance with the terms detailed in the Trust Deed and that it has the authority to issue the BONDS in accordance with the terms detailed in the Trust Deed and that there is no impediment according to any agreement and/or any law for the execution of the issuance subject of this Trust Deed;

And whereas: And as of this date, S&P Global Ratings Maalot Ltd. (hereinafter: "Maalot") rated the BONDS (Series 18) with a rating of A+ with a positive outlook for the issuance of BONDS (Series 18).

Therefore, it was agreed, declared, and conditioned between the parties as follows:

Introduction; Interpretation; Definitions; Entry into Force

1.1 The introduction to this Trust Deed and the appendices attached to it constitute a material and integral part of it.

1.2 The division of this Trust Deed into sections and the provision of headings to sections are for convenience and reference purposes only, and shall not be used for interpretation.

1.3 Any mention in this Deed in the plural also implies the singular and vice-versa, any mention in the masculine also implies the feminine and vice-versa, and any mention of a person also implies a corporation, and all when there is no other explicit provision in this Deed.

1.4 In any matter not mentioned in this Deed and in any case of contradiction between the provisions of the Israeli law that cannot be conditioned and this Deed, the parties shall act in accordance with the provisions of the Israeli law that cannot be conditioned. In any case of contradiction between the provisions described in the Shelf Offering Report (as this term is defined below) regarding the BONDS and the provisions of this Deed, the provisions of this Deed shall prevail. Furthermore, in any case of contradiction between the provisions of the Trust Deed and its appendices, the provisions of the Trust Deed shall prevail. As of this date, there is no contradiction between the provisions of the Shelf Offering Report and the provisions of this Deed.

1.5 In this Trust Deed, the following expressions shall have the meaning beside them:

1.5.1 "BONDS" or "BONDS (Series 18)": As defined above;

1.5.2 "Meeting" or "Holders Meeting": A meeting of the holders of BONDS (Series 18), including a class meeting;

1.5.3 "Adjourned Holders Meeting": A Holders meeting which was adjourned to a time other than that set for the opening of the meeting because a legal quorum of holders of BONDS (Series 18) was not present at the end of half an hour from the time set for the start of the meeting;

1.5.4 "Stock Exchange": The Tel Aviv Stock Exchange Ltd.;

1.5.5 "Collateral": Any lien on assets, guarantee or other commitment securing the Company's obligations toward the Trustee and/or the Holders, whether given by the Company and/or any third party;

1.5.6

"Shelf Offering Report" or "Offering Report": A shelf offering report as defined in Section 23A(f) of the Securities Law, according to which, from time to time, the offering of BONDS (Series 18) proposed by virtue of the Shelf Prospectus will be made;

1.5.7 "First Offering Report": The offering report according to which BONDS (Series 18) will be first offered;

1.5.8 "Immediate Report": As defined in Section 36 of the Law;

1.5.9 "Companies Law": The Companies Law, 5759-1999 and the regulations thereunder, as they may be from time to time;

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

1.5.11 "Insolvency Law": The Insolvency and Economic Rehabilitation Law, 5778-2018 and its regulations as they may be from time to time;

1.5.12 "Rating Company": As the definition of the term "rating company" in the Law for the Regulation of Credit Rating Companies Activity, 5774 - 2014 or any other rating company approved by the Capital Market, Insurance and Savings Commissioner at the Ministry of Finance and/or by whoever was authorized to do so by law;

1.5.13 "Registration Company": The Registration Company of the Tel Aviv Stock Exchange Ltd. or a registration company that will take its place, provided that all the Company's securities will be registered in its name;

1.5.14 "Trading Day": A day on which transactions are carried out on the Stock Exchange;

1.5.15 "Business Day": Any day on which most banks in Israel are open for conducting transactions;

1.5.16 "MAGNA": The Electronic Disclosure System of the Securities Authority;

1.5.17 "Holder": As the definition of this term in the Securities Law;

1.5.18 "Register": The register of holders of BONDS (Series 18) as stated in Section 30 of this Deed;

1.5.19 "Trustee": The first trustee (as defined below) and/or anyone who shall serve from time to time as trustee of the BONDS holders according to this Deed;

1.5.20 "First Trustee": Strauss Lazar Trust Company (1992) Ltd.;

1.5.21 "Officer": As defined in the Companies Law;

1.5.22 "Principal": The total par value of the BONDS (Series 18) in circulation;

1.5.23 "Control": As the definition of the term in the Law;

1.5.24 "This Deed" or "the Trust Deed" or "this Trust Deed": This Trust Deed including the appendices attached to it and constituting a material and integral part thereof;

1.5.25 "Bond Certificate": The BONDS (Series 18) certificate whose version is attached as an appendix to this Trust Deed;

1.5.26 "Ordinary Meeting": A Holders meeting attended by at least two (2) BONDS holders, in person or by proxy, holding or representing together at least 25% of the outstanding balance

of the par value of the BONDS in circulation on the record date for the meeting, or an Adjourned Holders Meeting which shall be held with any number of participants;

1.5.27 "Ordinary Resolution": A resolution adopted at an Ordinary Meeting by a majority of at least fifty percent (50%) of the outstanding par value of the BONDS (Series 18) represented in the vote or by such a majority at an Adjourned Holders Meeting;

1.5.28 "Special Meeting": A Holders meeting attended in person or by proxy by holders of at least fifty percent (50%) of the outstanding par value of the BONDS in circulation on the record date for the meeting, or an Adjourned Holders Meeting attended in person or by proxy by holders of at least twenty percent (20%) of said outstanding balance;

1.5.29 "Special Resolution": A resolution adopted at a Special Meeting by a majority of at least two-thirds (2/3) of the outstanding par value of the BONDS (Series 18) represented in the vote.

1.6 In any place in this Deed where it is stated "subject to any law" (or a similar expression), it means subject to any law that cannot be conditioned.

2. Issuance of BONDS; Issuance Terms; Equal Rank

2.1 The Company may issue, at its sole discretion, subject to the publication of shelf offering reports, registered BONDS (Series 18). The series of BONDS will stand for repayment (Principal) in 6 unequal annual installments, whose principal amounts will be paid according to the following distribution: (a) 10% of the principal of the BONDS (Series 18) will be paid on November 30, 2029; (b) 15% of the principal of the BONDS (Series 18) will be paid on November 30, 2030; (c) 15% of the principal of the BONDS (Series 18) will be paid on November 30, 2031; (d) 20% of the principal of the BONDS (Series 18) will be paid on November 30, 2032; (e) 20% of the principal of the BONDS (Series 18) will be paid on November 30, 2033; and (f) 20% of the principal of the BONDS (Series 18) will be paid on November 30, 2034.

The BONDS shall bear a fixed annual interest at a rate to be determined in the tender through which the first offering of the BONDS (Series 18) will be conducted. The interest for the BONDS (Series 18) will be paid in semi-annual installments every May 30 of each of the years 2027 through 2034 and every November 30 of each of the years 2026 through 2034 inclusive (where the first payment will fall on November 30, 2026, and the last payment will fall on November 30, 2034).

The BONDS (Series 18) (Principal and interest) shall not be linked to any linkage basis. According to the TASE Regulations and guidelines, the linkage method (absence of linkage) shall not be changed throughout the entire period of the BONDS.

After the date of the first issuance of the BONDS, the Company will expand (Series 18); holders of BONDS issued within the framework of the expansions (Series 18) will not be entitled to receive payment on account of principal and/or interest for the BONDS, for which the record date for such payments falls prior to the date of their issuance as stated.

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The BONDS will be registered for trading on the TASE.

2.2 The provisions of this Trust Deed shall apply to the BONDS to be issued as stated under this Deed and which shall be held from time to time, by any purchaser of BONDS, including by the public, unless otherwise stated.

2.3 This Trust Deed shall enter into force on the date of allocation of the BONDS by the Company and its application shall be from said date. It is agreed that in case of cancellation of the issuance of the BONDS for any reason, this Trust Deed shall be void ab initio.

Appointment of the Trustee

Entry into Force of the Term: Term of Office; Expiration of Office; Resignation; Dismissal; Duties of the Trustee; Powers of the Trustee

3.1 The Company hereby appoints the Trustee as the first trustee for the BOND holders (Series 18') by virtue of the provisions of Chapter E1 of the Securities Law including for those entitled to payments by virtue of the BONDS (Series 18') which were not paid after their payment date arrived.

3.2 If a trustee is replaced by another trustee, the other trustee shall be the trustee for the BOND holders (Series 18') by virtue of the provisions of Chapter E1 of the Securities Law including for those entitled to payments by virtue of the BONDS (Series 18') which were not paid after their payment date arrived.

Entry into Force of the Term

3.3 The trust for the BOND holders (Series 18') and the duties of the Trustee according to the terms of this Trust Deed and according to any law shall enter into force on the date of allocation of the BONDS (Series 18') by the Company.

Term of Office; Expiration of Office; Resignation; Dismissal

3.4 The first Trustee shall serve starting from the date stated in section 3.3 above and its term of office shall end at the time of the convening of a holders meeting (hereinafter: "the First Appointment Meeting"), which the Trustee shall convene no later than the end of 14 days from the date of submission of the second annual report on trust affairs according to section 35H1(a) of the Law. As long as the First Appointment Meeting (by ordinary majority) approved the continuation of the first Trustee's term of office, it shall continue to serve as Trustee until the end of the additional appointment period determined in the resolution of the First Appointment Meeting [which may be until the final maturity date of the BONDS (Series 18)].

As long as the First Appointment Meeting and/or any meeting subsequent to it set the additional appointment period of the Trustee, its appointment period shall end upon the receipt of a resolution by the holders on the continuation of its term and/or on the appointment of another trustee in its place.

3.5 Notwithstanding anything stated in this section 3, the provisions of the Law shall apply to the appointment of the Trustee, its replacement, its term, expiration, resignation, and dismissal.

Duties of the Trustee

3.6 In addition to the provisions of the Law and without derogating from them, the duties of the Trustee shall be those specified in this Trust

Deed and according to any law.

Powers of the Trustee

3.7

The Trustee shall represent the BOND holders in any matter arising from the Company's obligations toward them, and it shall be entitled, for this purpose, to act to exercise the rights granted to the holders according to the Law or according to the Trust Deed.

3.8

The actions of a trustee are valid despite a defect discovered in its appointment or eligibility.

3.9

The Trustee shall use the powers, authorizations, and authorities granted to it according to this Trust Deed, at its discretion, or in accordance with a meeting resolution. The Trustee is entitled to take any proceeding for the purpose of protecting the rights of the holders in accordance with any law and the provisions detailed in this Trust Deed.

3.10

The Trustee shall be entitled to deposit all the deeds and documents evidencing and/or representing and/or determining its rights in connection with the trust subject of this Trust Deed, including in connection with any asset currently in its possession, in a safe and/or in another place it chooses and/or with any bank and/or any banking auxiliary corporation and/or lawyer and/or accountant.

3.11

The Trustee is entitled, within the framework of performing the trust affairs according to this Trust Deed, to order an opinion and/or advice from any lawyer, accountant, appraiser, evaluator, surveyor, broker, or other expert that may be required by it, for the purpose of fulfilling its duties in accordance with this Trust Deed and/or the Law. The Trustee is entitled to act based on an opinion or advice given to it by such a person, whether the opinion and/or advice was prepared at the Trustee's request or at the request of the Company or anyone on its behalf or for it, and the Trustee shall not be required to pay and no offset shall be made from funds due to it in connection with any loss or damage caused as a result of any action and/or omission done by it based on such advice or opinion, unless it was determined in a final judgment that the Trustee acted with malice or negligence. The Company undertakes to bear, including in advance, the full reasonable cost involved in employing any such expert, who shall be appointed by the Trustee, provided that the Trustee gives the Company prior notice of its intention to receive an opinion or advice from such an expert, except in a case where such prior notice would harm the rights of the BOND holders, in which case the notice shall be made retroactively at a time when, in the Trustee's opinion, notice to the Company will not lead to such harm. At the Company's request, should it request, the Trustee shall transfer up to 3 price quotes to it, and the Company shall transfer its preferences regarding the identity of said expert to the Trustee no later than 7 business days from the Trustee's approach to the Company. It will be clarified and emphasized that despite the above, the Trustee, as far as possible, will consult with the Company and, as far as possible, will try to take the Company's position into account when appointing such an expert. It is clarified that nothing in this section is intended to limit the exclusive discretion of the Trustee when appointing an agent, nor shall it prejudice the process of appointing an agent.

Any such advice and/or opinion can be given, sent, or received by letter, telegram, facsimile, and/or any other electronic means for the transfer of information, and the Trustee is entitled to act in reliance upon them, even if it later becomes clear that errors and/or changes occurred in them, including due to their sending or receipt by such means, unless it was possible to discover the errors due to their sending or receipt by such means through a reasonable check.

3.12

The Trustee is entitled to give its consent or approval to any reasonable request to a court following a demand from a BOND holder (Series 18').

3.13 The Trustee is entitled to take any proceeding for the protection of the holders' rights as detailed in the Trust Deed.

3.14 The Trustee is entitled to appoint agents as detailed in section 26 of the Trust Deed.

3.15 It is clarified that the termination of the Trustee's term of office shall not derogate from rights, claims, or arguments that the Company and/or the BOND holders (Series 18') may have against the Trustee, to the extent there are any, the cause of which preceded the date of termination of its term as Trustee, and this does not release the Trustee from any liability under any law.

3.16 Furthermore, the termination of the Trustee's term of office shall not derogate from rights, claims, or arguments that the Trustee may have against the Company and/or the BOND holders, to the extent there are any, the cause of which is prior and/or arising from a claim whose cause is prior to the date of termination of its term as Trustee, and this does not release the Company and/or the BOND holders from any liability under any law.

4. Purchase of BONDS (Series 18') by the Company or by Related Holders

4.1 The Company reserves for itself, subject to any provision of the law, the right to purchase at any time, from any holder at its discretion and without an obligation to approach all holders and at any price it sees fit, BONDS (Series 18') that are in circulation and held by others besides the Company, without prejudice to the repayment obligation imposed upon it. The Company shall notify in an immediate report of any case of such a purchase by the Company. BONDS (Series 18') purchased by the Company shall be cancelled and deleted from trading on the TASE and the Company shall not be entitled to re-issue them. In a case where BONDS (Series 18') are purchased, the Company shall approach the TASE clearing house with a request to withdraw BOND certificates (Series 18'). In case of purchase by the Company as stated above, the purchased BONDS (Series 18') shall automatically expire, be cancelled and deleted from trading, and the Company shall not be entitled to re-issue them. Nothing in the above shall prejudice the Company's right to redeem the BONDS (Series 18') in early redemption (as stated in section 10.2 of the Trust Deed).

4.2 Subject to any law, a subsidiary of the Company, a related company of the Company, an affiliate of the Company, a controlling shareholder in the Company (directly and/or indirectly), its relative, its family member, and/or a corporation under the control of one of them (all hereinafter: "Related Holders" or "Related Holder", as the case may be) are entitled to purchase and/or sell from time to time in the free market, BONDS (Series 18') at their discretion (subject to any law). BONDS (Series 18') held as stated by Related Holders shall be considered their asset, they shall not be deleted from trading on the TASE, and they shall be transferable like other BONDS (Series 18') (subject to the provisions of the Trust Deed and the BOND). If the Company becomes aware of such a purchase, the Company shall announce in an immediate report such a purchase. As long as the BONDS (Series 18') are owned by Related Holders, they shall not grant the Related Holders voting rights in meetings of BOND holders (Series 18') and they shall not be counted for the purpose of determining the existence of a legal quorum.

required for opening these meetings.

5. Issuance of BONDS of New Series and Series Expansion

5.1 Issuance of BONDS of New Series

The Company shall be entitled at any time, whether in a public offering according to a prospectus or in another way, and without being required to obtain the consent of the Trustee and/or the BOND holders, to issue BONDS of other series beyond the series of BONDS ("the Other Series"), including to a Related Holder (as defined in section 4 above), under redemption terms, interest, and other terms as the Company finds appropriate, whether they are superior to the terms of the BONDS (Series 18'), equal to them, or inferior to them. It is hereby clarified that any other series that is not secured that is issued by the Company or other series of debt securities that are not secured by collateral shall not grant their holders a priority right in case of liquidation over that of the BOND holders (Series 18'). Furthermore, the Company undertakes that as far as a secured BOND series or another series of debt securities secured by collateral is issued, the priority in liquidation for that series shall be given only with respect to the collateral.

5.2 Series Expansion

5.2.1

The Company shall be entitled, from time to time, without the need to obtain approval from the Trustee and/or from the BOND holders (Series 18') at that time, to expand the series of BONDS and issue additional BONDS (Series 18') (whether in a private placement, within a prospectus, according to a shelf offering report, or in any other way, hereinafter: "additional BONDS") without prejudice to the repayment obligation imposed on the Company by virtue of this Deed, provided that all the following conditions are met: (a) No breach of any of the financial covenants as stated in section 8.1.1 exists and the series expansion will not cause a breach of any of the financial covenants as stated in section 8.1.1 below (all without taking into account cure and waiting periods, and in a pro-forma calculation based on the data of the last financial statements, while taking into account the said series expansion); (b) No ground exists for calling the BONDS for immediate repayment, and the execution of the expansion will not cause the existence of a ground for calling the BONDS for immediate repayment or concern of the existence of such a ground; (c) The expansion does not prejudice the Company's ability to repay the BONDS; and (d) The Company complies with all its material obligations to the BOND holders.

5.2.2

The Company shall provide the Trustee no later than the date for holding the tender for qualified investors for the issuance of additional BONDS (insofar as the Company conducts such a tender) and in any case prior to performing such a series expansion (insofar as the Company does not conduct a tender for qualified investors), a written certification from the senior officer in the field of finance in the Company regarding the non-breach of any of the financial covenants in section 8.1.1 below (attached with a pro-forma calculation based on the data of the last financial statements, while taking into account the said series expansion) and all in a version to the Trustee's satisfaction.

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5.2.3 In addition, prior to the tender for classified investors (to the extent the Company conducts such a tender) and in any case prior to performing such a series expansion (to the extent the Company does not conduct a tender for classified investors), the Company shall provide the Trustee with a certificate signed by the Company through two authorized signatories of the Company, of which at least one shall be the senior financial officer of the Company or the CEO of the Company, that as of that date there is no cause for immediate repayment of the BONDS (Series 18), there is no concern regarding the existence of such a cause, and the Company is meeting all its material obligations towards the bondholders, and furthermore that there is no concern regarding the Company's solvency to repay the BONDS as a result of said expansion.

5.2.4 Beyond the above, the series expansion as mentioned is subject to obtaining TASE approval and obtaining approval from the Rating Company (as defined above), that the series expansion as mentioned does not harm the existing rating of the outstanding BONDS (Series 18). If at the time of the series expansion, the BONDS (Series 18) are rated by more than one rating company, then the series expansion as mentioned will be subject to receiving approval from each of the rating companies, that the series expansion as mentioned does not harm the existing rating of the outstanding BONDS (Series 18).

5.2.5 The Company reserves the right to issue additional bonds, within the framework of the series expansion as mentioned above, at a discount rate different from the discount rate of the outstanding BONDS (Series 18) at that time. If the discount rate determined for the bonds due to the series expansion is different from the discount rate of the existing outstanding bonds at that time, the Company shall apply, prior to the series expansion, to the Tax Authority to obtain its approval that for the purpose of withholding tax from the discount fees for said bonds, a uniform discount rate will be determined for said bonds according to a formula weighting the different discount rates in that series, if any (in this paragraph: "the weighted discount rate").

In case of receiving such approval, the Company will calculate before the series expansion date the weighted discount rate for all the BONDS (Series 18) and will publish in an immediate report before said series expansion the uniform weighted discount rate for the entire bond series, and tax will be withheld at the repayment dates of the BONDS (Series 18) according to said weighted discount rate and in accordance with the provisions of the law. If approval from the tax authorities is not received as mentioned, the Company will announce in an immediate report, prior to the issuance of BONDS (Series 18) as a result of the series expansion, the failure to receive such approval and that the uniform discount rate shall be the highest discount rate created for the series. TASE members will withhold tax at source upon repayment of the outstanding BONDS (Series 18), in accordance with the discount rate reported as mentioned. Therefore, there may be cases where tax is withheld at source for discount fees at a rate higher than the discount fees set for someone who held the BONDS (Series 18) prior to the series expansion. In this case, a taxpayer who held BONDS (Series 18) from before the series expansion until repayment will be entitled to submit a tax report to the Tax Authority and receive a refund of the tax withheld from the discount fees, to the extent they are entitled to such refund by law.

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5.2.6 Nothing in this right of the Company shall exempt the Trustee from examining said issuance, to the extent such an obligation is imposed on the Trustee by any law, and nothing in it shall derogate from the rights of the Trustee and the meeting of bondholders (Series 18) according to this Trust Deed, including their right to

call the BONDS (Series 18) for immediate repayment as stated in this deed and in accordance with the provisions of any law.

5.2.7 Subject to the provisions of the Trust Deed, the Trustee shall serve as Trustee for the bondholders as they may be, from time to time in circulation, even in the case of such a series expansion, and the authorization of the Trustee for its tenure as mentioned for the expanded series shall not be required.

5.2.8 The BONDS in circulation, and additional BONDS (Series 18) that may be issued (if issued) as mentioned above, shall constitute (from their issuance date) one series for all intents and purposes, and the Trust Deed shall also apply to all such additional BONDS (Series 18). It is clarified that to the extent additional bonds are issued, they will stand at an equal rank, pari passu, among themselves (including in relation to BONDS (Series 18) issued prior to the expansion date), without any right of preference or priority of one over the other.

5.2.9 For the removal of doubt, holders of additional bonds, which may be issued as mentioned, will not be entitled to receive payment on account of principal and/or interest for which the effective date for payment occurred prior to their issuance date.

5.2.10 The Company will apply to TASE for a request to list for trading the additional bonds as mentioned, when they are offered.

5.3 The Company will announce in an immediate report regarding the issuance of the additional BONDS (Series 18) as mentioned in this section above and will also announce the issuance of other series, as required by law.

Company Obligations

The Company hereby undertakes to the Trustee and the bondholders (Series 18), as long as the BONDS (Series 18) have not been repaid in full, and as long as all obligations toward the bondholders (Series 18) and the Trustee under this deed have not been fulfilled, as follows:

6.1 To pay, at the set dates, all principal and interest amounts which will be paid according to the terms of the BONDS (Series 18) as well as any default interest (if and to the extent applicable in accordance with the provisions of the Trust Deed), and to fulfill all other terms and obligations imposed upon it according to the terms of the bonds and according to this deed. The Company cannot condition its obligations under this section in any way. In case of a contradiction between this section and any conflicting obligation of the Company according to this Trust Deed, the provisions of this section shall prevail.

6.2 To notify the Trustee immediately and in writing of the occurrence of any or all of the events detailed in Section 11.1 below including its sub-sections or that there is a reasonable concern of the occurrence of any of the events detailed in Section 11.1 below. It is clarified that regarding the notice mentioned in this section, the cure period for any cause, as relevant, as mentioned in Section 11.1 below, shall not be taken into account.

6.3 To provide the Trustee no later than the end of 30 days from the date of signing this Trust Deed and/or from the date of expansion of Series 13 a repayment schedule for the payment of the bonds (principal and interest) in an Excel file.

6.4 To notify the Trustee in writing signed by the Company through two authorized signatories of the Company, one of whom shall be the senior financial officer of the Company, within 7 business days from the payment date, of any payment made to the bondholders including details of the payment calculation method and of the remaining amounts owed by the Company at that time to the bondholders after said payment.

6.5 To provide the Trustee with a copy of the financial reports (consolidated) and of the financial reports (solo) of the Company (as long as the Company has an obligation to publish financial reports (solo) by law, quarterly or annual, as the case may be, adjacent to their publication date (even if the Company ceases to be a reporting corporation). The financial reports under this section are reports whose publication is required by law from a reporting corporation (hereinafter: "The Reports"). It is emphasized that the transfer of financial reports to the Trustee shall be done at the times required from public companies for publishing financial reports even if the Company ceases to be a reporting corporation.

6.6 To provide the Trustee, no later than one trading day, any report that it is obligated to submit to the Securities Authority.

6.7 To provide the Trustee with notices regarding the purchase of BONDS (Series 18) by the Company or a related holder, upon the Company becoming aware of such.

6.8 Every December 31 of each year, and as long as this Trust Deed is in effect, the Company will provide the Trustee with a certificate signed by the Company through two authorized signatories of the Company, one of whom shall be the CEO of the Company or the senior financial officer of the Company, stating that based on checks it conducted, in the period from the date of the Deed and/or from the date of the previous certificate provided to the Trustee, whichever is later, until the date the certificate is given, there is no violation by the Company of this Trust Deed, including violation of the terms of the bond, unless explicitly stated otherwise therein and that all payments to bondholders in said period were paid on time and also regarding the remaining par value of the BONDS in circulation as of the date of the certificate, taking into account self-purchases, to the extent performed.

6.9 To provide the Trustee with copies of notices and invitations given by the Company to the bondholders, as mentioned in Section 28 below.

6.10 To ensure that the senior financial officers in the Company will provide, within a reasonable time and no later than 5 business days from the date of the Trustee's request, to the Trustee and/or to persons the Trustee directs, any explanation, document, calculation or information regarding the Company, its business and/or its assets that are reasonably required, at the Trustee's discretion, for the fulfillment of its duties and for the purpose of protecting the rights of bondholders as detailed in this Trust Deed.

6.11 To maintain regular account books in accordance with accepted accounting principles. To keep the books and documents used as supporting evidence (including pledge and mortgage deeds,

accounts and receipts), and also to allow the Trustee and/or whoever the Trustee appoints in writing for this purpose, to review no later than 5 business days from the date of the Trustee's request and after prior coordination, any book and/or document and/or certificate as mentioned required for the fulfillment of its duties under this deed.

6.12 To notify the Trustee in writing, within two business days after becoming aware of it, of any case in which an attachment was imposed and/or an execution action was performed and/or a lien was realized on a material asset of the Company (as this term is defined in Section 11.1 below) and also in any case where

a receiver and/or a special manager and/or a temporary or permanent liquidator and/or a trustee was appointed within an application for stay of proceedings under the Insolvency Law against the Company or against any other functionary, including in accordance with all relevant legal provisions and to take at its expense as soon as possible all reasonable measures required for the removal of such attachment or cancellation of the receivership, liquidation or management, as the case may be.

6.13 To invite the Trustee to its general meetings (annual general or special general) of the shareholders in the Company, without granting the Trustee a right to vote in these meetings, and in the case where the decisions of the general meetings are accepted in writing, to provide the Trustee with a notice within 7 business days from the date of the general meeting regarding the decisions accepted therein (unless the content of the decisions was published via MAGNA and in this case a copy will be provided to the Trustee if it requests it in that case).

6.14 To provide the Trustee upon its written demand, a written calculation (reviewed by the Company's auditing accountant) within five (5) business days from the date of the Trustee's written demand, regarding the execution of payments to the bondholders and the remaining par value of the BONDS (Series 18) in circulation, which have not yet been repaid.

6.15 In addition to the reports or notices the Company is obligated to provide under Section 35(a) of the Law, to provide the Trustee or its authorized representative, within a reasonable time and no later than 15 business days, upon its demand, an affidavit and/or declarations and/or documents and/or details and/or information and even instruct its accountants and legal advisors to do so, as reasonably required by the Trustee for the purpose of fulfilling its duty in accordance with this Trust Deed and/or the law, provided that these exist in the Company's hands or can be produced or obtained by the Company in a reasonable manner, unless a reasonable extension was granted to the Company by the Trustee for providing them if convinced that such extension is necessary.

6.16 To perform within a reasonable time and no later than 10 business days, all necessary actions and/or those reasonably required and in accordance with the provisions of this Trust Deed for giving effect to the exercise of the powers, forces and authorizations of the Trustee and/or its representatives in accordance with the provisions of this Trust Deed and any law, unless a reasonable extension was granted to the Company by the Trustee for providing them if convinced that such extension is necessary.

6.17 To act for the listing of the BONDS (Series 18) for trading on TASE and to act so that the BONDS (Series 18) continue to be listed for trading on TASE until the date of full repayment.

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6.18 To assist the trustee in any possible way and to the best of its ability to fulfill its duties according to law and/or according to this trust deed, including for checking the existence of the company's obligations to the trustee and/or the holders of BONDS in full and on time, checking actions and/or transactions performed by the company. A breach of this obligation not in good faith will constitute a material breach of this trust deed.

6.19 Any report or information published by the company in the MAGNA system will be considered as compliance with the terms of this trust deed requiring delivery or notice to the trustee. Notwithstanding the above, at the request of the trustee, the company will transfer to the trustee a printed copy of the report or information as aforesaid.

6.20 Regarding the confidentiality obligation applying to the trustee see section 21 below. It is clarified that the company reserves the right to require the trustee's emissaries, subject to the provisions of any law and as stated in section 21 below, to sign a confidentiality undertaking towards the company and/or its related companies as a condition for providing documents, details, or information that it is obligated to provide to the trustee, in a reasonable and customary version that will be acceptable to the trustee for the purpose of ensuring the confidentiality of the information provided as aforesaid.

6.21 In case the company ceases to be a "reporting corporation", as defined in the Securities Law, the company will provide the trustee via report in the MAGNA system, the reports as required from a corporation that is not a reporting corporation according to the consolidated circular of the Commissioner of Capital Markets, Insurance and Savings for institutional bodies, as it will be from time to time or according to any other circular or document as determined by a competent authority¹ (hereinafter: "the Consolidated Circular"), signed by the company's CEO and the senior officer in the field of finance, according to the dates set in that section, all according to the provisions of the Consolidated Circular, as they will be from time to time.

6.22 To provide the trustee with a copy of any document or any information that the company transferred to the holders of BONDS as it may transfer.

6.23 It is hereby clarified that after the repayment of the last payment regarding the principal and interest regarding the BONDS and subject to actual full repayment, or after settlement of the outstanding balance of the BONDS in any way (including by way of self-purchase and/or early redemption), all obligations regarding the BONDS will expire and be considered void of themselves, without the need for further action.

.7 Non-securing of the BONDS (Series 18')

7.1 This trust deed does not include collateral and the BONDS will not be secured by any collateral.

¹ As updated from time to time on the website of the Capital Market, Insurance and Savings Authority at: https://mof.gov.il/hon/Information-entities/Pages/Codex.aspx

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7.2 The company shall be entitled to pledge its property, all or part of it, in any pledge and in any way, for the benefit of any third party, without the need for any consent from the trustee and/or from the holders of BONDS (Series 18'), subject to the provisions of section 8.2 below.

7.3 The BONDS (Series 18') being issued will stand in equal rank (pari passu) among themselves, without preference or priority of one over the other.

8. The Company's obligations towards the holders of BONDS

8.1 To ensure the company's obligations towards the holders of BONDS (Series 18') (including for repayment of principal and interest), the company will undertake towards the holders of BONDS (Series 18') as follows:

8.1.1 Financial Covenants and dividend distribution

As long as BONDS (Series 18') exist in circulation [meaning, as long as the BONDS (Series 18') have not been repaid or settled in full in any way, including by way of self-purchase and/or early redemption], the company undertakes as follows:

A. Equity to Balance Sheet Ratio

Equity (Consolidated) to Balance Sheet Ratio

Equity (Consolidated) to Balance Sheet Ratio (as defined below) based on the data of the quarterly and annual audited or reviewed (as the case may be) consolidated financial reports, starting from the company's financial reports for June 30, 2026 - shall not fall below a rate of 22%.

Regarding this subsection (2):

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

"Equity (Consolidated) to Balance Sheet Ratio" - the ratio between the Equity (Consolidated) of the company and the total Balance Sheet of the company (consolidated) according to its latest audited or reviewed (as the case may be) consolidated financial reports.

B. Debt to CAP Ratio

The ratio between the Debt (Consolidated) and the total Equity and Debt (CAP) (Consolidated) shall not exceed a rate of 75% ("Debt to CAP Ratio (Consolidated)").

In this subsection, the following terms shall have the meaning set next to them:

"The Company Group" - the company and other subsidiary companies of the company, as this term is defined in the Securities Law, as these will be from time to time.

"Debt (Consolidated)" - total liabilities of the company group included in the company's balance sheet (a) for repayment of loans (recourse) from financial corporations and any entity whose business is providing credit (hereinafter, in this section: "banks") (meaning, loans for which the banks have a right of recourse to the company and/or to a company from the company group for them); (b) for repayment of BONDS that the company issued or will issue and/or a company in the company group; and (c) for repayment of any other loan of a company from the company group to those not included in the company group; notwithstanding the above, in the calculation of the Debt (Consolidated), non-recourse loans from banks in BOT type projects will not be taken into account (meaning, loans for which the banks have no right of recourse to the company), and from it will be deducted items of (a) cash; (b) cash equivalent; and (c) short-term investments (except short-term investments held against loans in BOT type projects, and except deposits provided against guarantees) and (d) the balance of the company group's deferred loans, all according to the consolidated financial reports.

"Total Equity and Debt (CAP) (Consolidated)" - the Debt (Consolidated) plus (a) the company's total Equity (Consolidated) (including non-controlling rights) minus the net asset value of the BOT type projects for which the debt was neutralized in the definition of the term "Debt (Consolidated)"; (b) value write-downs recorded in the company's consolidated financial reports regarding assets pledged to secure loans, in the amount exceeding the right of recourse to the borrower; and (c) total deferred taxes (long term) recorded in the company's consolidated financial reports.

"Deferred Loans" - any loan received by the company and/or a company from the company group from any party, which according to its terms (principal and interest) is subordinate in repayment rank to the BONDS (Series 18') including in the event of company liquidation, and which is not repayable (principal and/or interest) during the period of the BONDS (Series 18').

C. Examination of Financial Covenants and their breach

As long as BONDS (Series 18') exist in circulation, in the company's quarterly reports for periods ending March 31, June 30, September 30 and in the company's annual report for the period ending December 31 ("the Financial Reports for Examination"), the company will detail within the framework of the Board of Directors' report on the state of company affairs for the relevant period the fact of its compliance or non-compliance with the obligations for Equity (Consolidated) to Balance Sheet Ratio and for Debt to CAP Ratio (Consolidated), as of the date of examination (according to the results of the Financial Reports for Examination), including a detailed calculation regarding the above.

"Date of Examination" - means the date of publication of the Financial Reports for Examination.

In addition, the company will transfer to the trustee no later than seven (7) business days after the publication of each such Financial Report for Examination, a signed written confirmation by the senior officer in the field of finance, regarding the company's compliance or non-compliance with the obligations

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aforesaid together with documentation and calculations in an active Excel file, all in a version to the satisfaction of the trustee. The trustee is entitled to rely solely on the company's confirmation and will not be required to perform an additional examination.

If it turns out that according to the Financial Reports for Examination, the company's obligation for Equity (Consolidated) to Balance Sheet ratio and/or the company's obligation for Debt to CAP Ratio (Consolidated) was breached, and said breach continues also according to the data of the relevant financial reports for the end of the subsequent quarter to the relevant Financial Reports for Examination (meaning - the breach continues according to the financial reports of the subsequent quarter after the first examination), then the provisions of section 11.1.18 below shall apply, as the case may be. In case of non-compliance with one or more of the financial covenants detailed above, the company will report this within its quarterly or periodic reports (as the case may be), according to the provisions of the law.

It will be clarified that if a change occurs in a parameter used for performing any of the tests mentioned above [meaning, Equity (Consolidated) or the company's Balance Sheet (Consolidated) or the Debt (Consolidated) or total Equity and Debt (CAP) (Consolidated)] (hereinafter: "Parameters for Calculation of Financial Covenants") which will be examined for the first time in relation to the company's consolidated financial reports for 30.6.2026 as a result of a change in generally accepted accounting principles and/or another regulatory change and/or if the company voluntarily adopted other accounting principles ("The Old Standards"), which the effect of that change on the result of any of the financial covenants - exceeds $5\%$ ("Non-negligible effect"), then from the date of initial implementation of the accounting principles or the regulatory change as aforesaid - the relevant financial covenant will be proportionally adjusted to the change resulting from the implementation of the accounting principles or the regulatory change.

If a change occurs in the Parameters for Calculation of Financial Covenants that has a non-negligible effect as aforesaid, 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 complies with all financial covenants detailed in this section above as well as the ratios for that date according to the new accounting standards applicable to the company, and disclosure will be given regarding the manner of calculating the company's compliance with the benchmarks according to the Old Standards and this includes disclosure of adjustments in relation to the material items composing 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 occurs in the company's consolidated financial reports, within which the change in accounting principles is implemented for the first time, an increase in Equity (Consolidated) at a rate of 10% relative to the company's consolidated financial reports published recently before the date of initial implementation of that accounting rule or regulatory change as aforesaid, then from the date of initial implementation of that accounting rule or regulatory change as aforesaid - the relevant financial covenant will be proportionally adjusted (meaning,

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(consolidated) equity to balance sheet ratio, as follows: for example, if on the eve of the first application of that accounting rule or other regulatory change - the (consolidated) equity to balance sheet ratio actually stood at 50%, but following the first application of that accounting rule or other regulatory change - the (consolidated) equity to balance sheet ratio actually stands at 55% (i.e., an increase of 10%), then the relevant financial covenant ((consolidated) equity to balance sheet ratio) will be adjusted proportionally by the same growth rate (10%) - and in such a case the minimal (consolidated) equity to balance sheet ratio will also rise by 10% from the date of the first application of the accounting rules or regulatory change as aforesaid, i.e., it will rise from 22% to 24.2%.

D. Dividend Distribution

The Company will not be entitled to perform a distribution (as defined in the Companies Law, 5759-1999) to its shareholders, if due to the distribution the (consolidated) equity to balance sheet ratio (as defined above) to be calculated (pro-forma) based on the data of its relevant audited or reviewed (as applicable) consolidated financial reports, the last published before the dividend distribution - falls below 24% or the (consolidated) debt to CAP ratio (as defined above) exceeds 70%. For the removal of doubt only, it is clarified that no decision on distribution shall be made, even in the event that at the time of such decision the aforementioned ratios are not met based on the data of the relevant audited or reviewed (as applicable) financial reports, the last published before the decision was made. Should one of the obligations detailed in this section be breached - then the provisions of section 11.1.19 below shall apply.

As an additional condition to the above in this section, subject to the provisions of the law, the Company will be entitled to perform any distribution to its shareholders subject to the Company not breaching its obligations to the holders of the BONDS and provided that no cause for immediate repayment of the BONDS exists and there is no concern regarding the existence of such cause, and also subject to such distribution not causing a cause for immediate repayment or concern regarding the existence of such cause.

No later than 3 days after the date of the decision by the Company's board of directors regarding the dividend distribution, the Company will provide the Trustee with a written declaration from the Company, signed by the Chief Financial Officer of the Company, regarding its compliance with the relevant conditions mentioned above, and that such distribution does not harm the Company's solvency toward the holders of the BONDS, all accompanied by calculations in a format to the satisfaction of the Trustee.

In the event of a distribution performed by way of 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 obligations detailed in this section above, and this shall be considered as delivery to the Trustee according to

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the provisions of this sub-section. The Trustee may rely on the Company's certifications and shall not be required to perform further testing.

As part of its obligations towards the holders of the BONDS (Series 8) of the Company, the Company committed that it will not be entitled to perform a dividend distribution to its shareholders, if due to the distribution the equity to balance sheet ratio (as defined in the trust deed (Series 8)) to be calculated (pro-forma) based on the data of its last audited or reviewed (as applicable) financial reports published before the dividend distribution - falls below 40% and/or the (consolidated) equity to balance sheet ratio (as defined above) to be calculated (pro-forma) based on the data of its last audited or reviewed (as applicable) consolidated financial reports, the last ones published before the dividend distribution - falls below 20% and/or the debt to CAP ratio (solo) (as defined in the trust deed (Series 8)) exceeds 55% and/or the (consolidated) debt to CAP ratio (as defined in the trust deed (Series 8)) exceeds 70%.

As part of its obligations towards the holders of the BONDS (Series 10, 12, and 13) of the Company, the Company committed that it will not be entitled to perform a dividend distribution to its shareholders, if due to the distribution the equity (solo) to balance sheet ratio (as defined in the trust deeds (Series 10, 12, and 13)) to be calculated (pro-forma) based on the data of its relevant audited or reviewed (as applicable) financial reports, the last published before the dividend distribution – falls below 44% and/or the (consolidated) equity to balance sheet ratio (as defined in the aforementioned trust deeds) to be calculated (pro-forma) based on the data of its relevant audited or reviewed (as applicable) consolidated financial reports, the last published before the dividend distribution – falls below 24% and/or the (consolidated) debt to CAP ratio (as defined in the aforementioned trust deeds) exceeds 70%.

As part of its obligations towards the holders of the BONDS (Series 14 to 17) of the Company, the Company committed that it will not be entitled to perform a dividend distribution to its shareholders, if due to the distribution the (consolidated) equity to balance sheet ratio (as defined in the trust deeds (Series 14 to 17)) to be calculated (pro-forma) based on the data of its relevant audited or reviewed (as applicable) consolidated financial reports, the last published before the dividend distribution – falls below 24% and/or the (consolidated) debt to CAP ratio (as defined in the aforementioned trust deeds) exceeds 70%.

The Company declares that except as stated above, no additional restrictions apply to the Company on dividend distributions, including on the self-purchase of the Company's shares (without taking into account other financial covenants, the breach of which may be caused by dividend distribution or self-purchase, and therefore may affect the decision to do so).

8.1.2

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8.2 Negative Floating Charge

Subject to the provisions of this deed, the Company shall be entitled to pledge its assets, all or part of them, in any way whatsoever, in favor of whomever it sees fit, without any restriction and at any rank, including for the security of BONDS (or series of BONDS) it will issue or for the security of other obligations, without the need for any consent from the Trustee and/or from the holders of the BONDS (Series 18'). Also, subject to the provisions of this deed, the Company shall be entitled to sell, lease, deliver, or transfer in any other way its property, all or part of it, in any way whatsoever, in favor of whomever it sees fit, without the need for any consent from the Trustee and/or from the holders of the BONDS (Series 18').

Notwithstanding the above, the Company commits that as long as the BONDS (Series 18') remain outstanding (i.e., as long as the BONDS have not been repaid or settled in full in any way whatsoever, including by way of self-purchase and/or early redemption), the Company will not create a floating charge on all of its assets and all of its current or future rights in favor of any third party to secure any debt or any obligation (hereinafter: the "Obligation not to create floating charges"), as distinct from a fixed charge or a floating charge on a specific asset which the Company is entitled to create, unless one of the following alternatives is implemented: (1) a special resolution was received in advance at a special meeting to create the floating charge in favor of the third party; (2) subject to creating in favor of the holders of the BONDS (Series 18') to secure the outstanding balance of the debt towards the holders of the BONDS (Series 18'), at the time of creation of the floating charge in favor of the third party, also a floating charge of the same pari passu rank on the ratio of debts, and this charge shall be in effect as long as the BONDS have not been repaid in full.

In the event of creating a floating charge as stated in this section above, the following provisions shall apply:

To the extent that a floating charge was created on all of the Company's assets and its current or future rights in favor of the holders of the BONDS and in favor of any third party as detailed in this section above, the enforcement of the charge by the Trustee or by the third party shall not require the consent of the Trustee or the third party, as applicable (hereinafter in this section together: the "Parties") or of any of the holders of the BONDS or the third party, or the provision of advance notice to the other Parties regarding the intention to act as stated. In light of the above, each of the Parties shall be entitled independently and at its discretion (provided that it has the right to do so according to the trust deed or the provisions of the relevant pledge agreement) to take alone all the proceedings required for the enforcement of the pledged asset.

.2 The Company will provide the Trustee with an original attorney's certification confirming that the floating charge in favor of the third party as stated above meets the conditions of sub-section (1) above and that there is no restriction or condition in the loan agreement and/or the pledge agreement with the said third party for the enforcement of the charge by the Trustee, and that the consent of the third party and/or anyone on its behalf is not required for the enforcement of the charge by the Trustee and/or the holders of the BONDS.

.3 The Company commits to notify the Trustee in writing close to and in any case no later than one business day after it becomes aware of proceedings taken for the purpose of enforcing the charge by the third party or by anyone on its behalf.

by the third party and/or upon its notice regarding its intention to take such proceedings. It is clarified that a notice by the Company via the MAGNA system shall constitute a notice to the Trustee, and it will be regarded as a notice delivered to the Trustee on the date of publication of the immediate report.

.4 Within the framework of the annual certification that will be transferred to the Trustee as stated in the trust deed, the Company will declare its compliance with this obligation, specifying relevant explanations (as necessary), and will attach to it an updated pledges printout from the Registrar of Companies.

.5 Whenever the Company creates in favor of the holders of the BONDS (Series 18') a floating charge as stated in sub-section (2) above and the charge requires registration in the pledges registry managed by the Registrar of Companies (or any other registry by law) for its perfection, the charge will be considered as duly registered upon its registration in the Registrar's records.

.6 Within 14 days from the date of registration of the floating charge as stated above, the Company commits to provide the Trustee with the documents detailed below: (a) Pledge agreement to which the trust deed will be attached as an annex, bearing an original signature by the Company and stamped with an original "Received" stamp from the office of the Registrar of Companies (to the extent it can be obtained); (b) Notice of mortgage and pledge details (Form 10) signed with an original "Received" stamp from the office of the Registrar of Companies (to the extent it can be obtained) bearing a date no later than 21 days from the date of the pledge document; (c) Certificate of registration of a pledge from the Registrar of Companies; (d) Pledges printout from the Registrar of Companies according to the registration of the said pledge; (e) Affidavit of a senior officer in the Company that the pledge does not contradict or stand in conflict with the Company's obligations to third parties, all in a format to the satisfaction of the Trustee; (f) Original legal opinion of an external lawyer to the Company (who is not the Company's internal counsel) regarding the pledge being valid, enforceable, and capable of being realized according to its terms, all in a format to the satisfaction of the Trustee.

The Company shall obtain the Trustee's consent to the format of the pledge documents in favor of the Trustee, to the extent they are registered.

.7 Once a year on December 31, the Company will provide the Trustee with an updated document as stated in sub-section 6(d) above.

For the removal of doubt, it is clarified that the choice between any of the options detailed in this section above is at the sole discretion of the Company, but the Company will provide the Trustee with a notice regarding this at least 10 business days before it implements the alternative chosen by it and will also publish this in an immediate report at the time of delivering the notice to the Trustee.

As of this date, there is no floating charge on all of the Company's assets and its current or future rights in favor of any third party, and no such commitment was given.

Notwithstanding the above, it is clarified that the obligation not to create floating charges shall not apply to a floating charge on all of the Company's assets and its current and future rights created by virtue of a specific cogent law or by requirement of a regulatory authority and according to their terms, and the Company will register a parallel floating charge in the name of the Trustee for the benefit of the holders of the BONDS (Series 18') unless

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if the specific law or said regulatory requirements prohibit it from doing so, and in such a case, a legal opinion shall be provided to the satisfaction of the Trustee.

To the extent that a floating charge is registered in favor of the BOND holders pari passu with the third party as stated in this section above, the Company undertakes to publish within the framework of the general notes in its first (solo) financial statements to be published by it after the registration of the charge, the following data: a. The balance sheet value of all the Company's assets pledged under a fixed charge and such value of all the Company's assets pledged under a floating charge; b. Balance sheet value of all non-pledged assets of the Company; c. Total liabilities of the Company backed by pledged assets; d. Total liabilities of the Company that are not backed by pledged assets.

To the extent that the Company requests the consent of the holders for the creation of the charge as stated in favor of a third party only as stated in this section above, the Company undertakes to publish the aforementioned data at the time of the publication of the meeting summons report. In any case where a floating charge is registered as stated in this section above in favor of the Trustee for the holders and after the publication of the Company's first (solo) financial statements as stated, and as long as the charge in favor of the Trustee for the holders is still registered, the Company undertakes to publish the aforementioned data within its annual (solo) financial statements and within its quarterly (solo) financial statements that the Company will publish.

9. Rating of the BONDS

As of this date, the BONDS (Series 18) are rated by Maalot at a rating of A+ with a positive outlook.

The said rating report will be attached to the first offer report of the BONDS (Series 18) (including by way of inclusion by reference).

As long as there are BONDS (Series 18) outstanding (i.e., as long as the BONDS have not been fully repaid or settled in any way, including by way of self-purchase and/or early redemption), the Company undertakes to act for the continued rating of the BONDS (Series 18) by a rating company, and for this purpose the Company undertakes, among other things, to pay the rating company the payments it undertook to pay to the rating company and to provide the rating company with the reports required by it within the framework of the engagement between the Company and the rating company. In this matter, the non-performance of payments that the Company undertook to pay to the rating company and the non-delivery of the required reports by the rating company within the framework of the engagement between the Company and the rating company shall be seen as reasons and circumstances within the Company's control.

The Company shall be entitled to replace the rating company with any other rating company, at its discretion. Without derogating from the above, to the extent that the rating company is replaced by another rating company, the Company will publish an immediate report detailing the Company's reasons for such replacement, within one trading day.

In any case of a change in the rating of the BONDS or in the case of cessation of rating, the Company will publish an immediate report regarding the change in rating or cessation of rating (as applicable), including the rating company's reasons for the change in rating or cessation of rating, to the extent they are provided to the Company.

Such a report on a change or cessation of rating will also be published in the case where the BONDS are rated by a number

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of rating companies at the time set in this section above.

For details regarding the adjustment of the interest rate on the BONDS as a result of a change in the rating of the BONDS, see section 3.6 of the General Terms and Conditions Appendix of the BONDS to the Trust Deed.

10. Early Redemption

10.1 Early Redemption due to Delisting from the Stock Exchange

In a case where it is decided by the Stock Exchange to delist the BONDS from trading because the value of the series of BONDS (Series 18) has decreased below the amount set in the Stock Exchange guidelines regarding delisting from trading therein, early redemption shall be performed, and the Company shall act as follows:

10.1.1 Within 45 days from the date of the Stock Exchange Board of Directors' decision regarding the delisting from trading as stated, the Company shall announce an early redemption date on which the holder of the BONDS is entitled to redeem them. The announcement of the early redemption date will be published in an immediate report sent to the Securities Authority and the Stock Exchange and in two (2) common daily newspapers in Israel in the Hebrew language and will be delivered in writing to all registered holders of the BONDS.

10.1.2 The early redemption date in relation to the BONDS shall occur no earlier than 17 days from the date of publication of the announcement and no later than 45 days from the said date, but not in the period between the record date for interest payment and the date of its actual payment.

10.1.3 On the early redemption date, the Company shall redeem the BONDS that the holders thereof requested to redeem at the higher of the alternatives as stated in section 10.2.8 below. The early redemption consideration shall not be less than the par value amount of the BONDS.

10.1.4 Setting an early redemption date as stated above does not prejudice the redemption rights set forth in the BONDS of any of the BOND holders who do not redeem them on the early redemption date as stated above.

10.1.5 Early redemption of the BONDS as stated above shall not grant those who held the BONDS (Series 18) that will be redeemed as stated the right to interest payment for the period after the redemption date.

10.2 Early Redemption at the Company's Initiative

The Company shall be entitled, at its sole discretion, to bring the BONDS (Series 18) for early redemption and in such a case the following provisions shall apply, all subject to the guidelines of the Securities Authority and the TASE Regulations and guidelines by virtue thereof, as they may be at the relevant time:

10.2.1 The Company may perform early redemption at any time, provided that 60 days have passed from the date of registration of the BONDS for trading.

10.2.2 The frequency of early redemptions shall not exceed one redemption per quarter. Without derogating from the above, at least 30 days shall pass between two partial redemption dates.

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10.2.3 If a partial early redemption is set in a quarter in which, according to this Trust Deed, a date for interest payment, or a date for partial redemption of the principal, or a date for final redemption of the principal is also set, the partial early redemption shall be performed on the date set for such payment.

In this regard, "quarter" means any of the following periods: January - March, April - June, July - September, October - December.

10.2.4

The minimum amount of each early redemption shall not be less than 1 million NIS. Notwithstanding the above, the Company is entitled to perform an early redemption in a volume lower than 1 million NIS provided that the frequency of redemptions does not exceed one redemption per year.

10.2.5

Any amount repaid in early redemption by the Company shall be repaid in relation to all holders of the BONDS (Series 18), pro-rata according to the par value of the BONDS (Series 18) held.

10.2.6

Upon a decision by the Company's Board of Directors regarding the performance of early redemption as stated above, the Company shall publish an immediate report with a copy to the Trustee no less than seventeen (17) days and no more than forty-five (45) days before the early redemption date.

10.2.7

The early redemption date shall not occur during the period between the record date for interest payment in respect of the BONDS (Series 18) and the actual interest payment date. In the said immediate report, the Company shall publish the principal amount to be repaid in early redemption as well as the interest accrued in respect of the said principal amount until the early redemption date, in accordance with the following.

10.2.8

No early redemption shall be made for a part of the series of BONDS (Series 18) if as a result the final redemption amount would be less than 3.2 million NIS.

In a partial early redemption, if any, the Company shall pay the BOND holders the interest accrued only for the part redeemed in the partial redemption and not in respect of the entire outstanding balance.

In a partial early redemption, if any, the Company shall announce in an immediate report regarding: (1) the partial redemption rate in terms of the outstanding balance; (2) the partial redemption rate in terms of the original series; (3) the interest rate in the partial redemption on the redeemed part; (4) the interest rate to be paid in the partial redemption, calculated with respect to the outstanding balance; (5) updating the remaining partial redemption rates, in terms of the original series; (6) the record date for eligibility to receive the early redemption of the principal of the BONDS (Series 18), which shall be six (6) days before the date set for the early redemption.

The amount to be paid to the holders of the BONDS (Series 18) in case of early redemption shall be the higher of the following: (1) Market value of the BONDS (Series 18) standing for early redemption in circulation, which shall be determined according to the average closing price of the BONDS (Series 18) in the thirty (30) trading days preceding the date of the Board of Directors' decision regarding the performance of the early redemption (hereinafter: "the Market Value of the Balance of the BONDS" and "the Sampling Period");

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Notwithstanding the above, in case the early redemption (partial or full) is set in a quarter in which an interest payment date for the BONDS (Series 18) is also set, and the early redemption is performed in that same quarter together with the interest payment in accordance with the provision of this section 10.2.8 of the Trust Deed, then in this case, for the purpose of calculating the market value of the balance of the BONDS which shall be paid to the holders according to this section 10.2.8 of the Trust Deed, the amount paid in that quarter on account of the interest payment, only, as stated, shall be deducted from the market value of the balance of the BONDS standing for early redemption.

(2) The liability value of the BONDS (Series 18) standing for early redemption in circulation, i.e., the principal of the BONDS (Series 18) plus interest accrued in respect of the principal and not yet paid until the actual early redemption date; (3) the remaining cash flow of the BONDS (Series 18) standing for early redemption (principal plus interest as it is on the early redemption date) when discounted according to the government bond yield (as defined below) plus interest at a rate of $1\%$ (hereinafter: "the Annual Interest Addition"). The discounting of the BONDS (Series 18) standing for early redemption shall be calculated starting from the actual early redemption date until the final redemption date set in relation to the BONDS (Series 18) standing for early redemption.

In this regard: "government bond yield" means a weighted average of the (gross) yield to maturity, in a period of seven business days ending two business days before the date of the announcement of early redemption, of two series of shekel government bonds, with fixed-rate interest, whose average duration is closest to the average duration of the BONDS (Series 18) on the relevant date. That is, one series with the closest duration higher than the duration of the BONDS (Series 18) on the relevant date, and one series with the closest duration lower than the duration of the BONDS (Series 18) on the relevant date, and whose weighing shall reflect the duration of the BONDS on the relevant date.

Example: if the duration of government bond A is 4 years, the duration of government bond B is 2 years and the duration of the loan balance is 3.5 years, the yield will be calculated as follows:

$$
4X + 2(1-X) = 3.5
$$

When:

X - the weight of the yield of government bond A.
1-X - the weight of the yield of government bond B.

According to the calculation, the annual yield of government bond A will be weighted at a rate of seventy-five percent (75%) of "the yield", and the annual yield of government bond B will be weighted at a rate of twenty-five percent (25%) of "the yield".

Duration — average duration.

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In the event of payment of additional interest due to early redemption, the additional interest shall be paid only on the par value redeemed in the early redemption.

.11 Immediate Repayment and/or Realization of Collateral (if any)

11.1 Upon the occurrence of one or more of the events listed below, the BONDS (Series 18) may be called for immediate repayment and/or collateral (if any) may be realized, and the provisions in Section 11.2 of the Trust Deed shall apply:

11.1.1 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 is appointed for the company as defined in the Insolvency Law, or a temporary liquidator is appointed for the company or any other authorized party with similar or identical powers under the Insolvency Law, or any judicial decision of a similar nature is made, or in the event that another proceeding is initiated or an application is filed for another proceeding with similar meaning by virtue of the Insolvency Law and such order, application, or decision was not canceled within forty-five (45) days from the date of appointment, issuance of the order, or decision, as applicable. Notwithstanding the above, the company shall not be granted the aforementioned cure period in the event that the order or application was filed or given, as applicable, at the request of the company or with its consent.

11.1.2 If an attachment 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 attachment is not removed or the realization is not canceled or the action is not canceled within forty-five (45) days after the attachment 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 in the event that any of the said actions were performed at the request of the company or with its consent.

11.1.3 If an application for receivership or any application with a similar or identical result under the Insolvency Law or for the appointment of a receiver (temporary or permanent) or a temporary trustee, as this term is defined in the Insolvency Law, is filed 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 were 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 aforementioned cure period regarding applications or orders filed or given, as applicable, at the request of the company or with its consent.

11.1.4 If an order is issued for the appointment of a permanent receiver or a 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.

11.1.5 If the company stops or announces its intention to stop its payments.

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11.1.6 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 continuing to engage in its business as it may be from time to time and/or to manage them and/or intends to cease continuing its business as it may be from time to time.

11.1.7 If the BONDS cease to be rated for a continuous period of 60 consecutive days, except in the case where the cessation of the rating is as a result of reasons or circumstances not under the company's control (regarding this, among other things, the non-performance of payments the company committed to pay to the rating agency and the failure to submit reports and information required by

the rating agency within the framework of the engagement between the company and the rating agency shall be considered reasons and circumstances under the company's control). For the avoidance of doubt, it is clarified that as long as the BONDS are rated by at least one rating agency, a cause for immediate repayment according to this section shall not be established.

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

11.1.9 (A) If another series of BONDS issued by the company is called for immediate repayment; or (B) if a debt of the company in an amount exceeding 10% of the company's equity (according to its latest financial statements) or if aggregate debts of the company in an amount exceeding 500 million NIS, are called (or were called, as applicable) for immediate repayment (not at the company's initiative), provided that such demand as stated in section B above is not canceled or that the company has not repaid the said debt/s within 10 business days from the date of being called for immediate repayment.

11.1.10 If the company files an application for a stay of proceedings order or any similar proceeding in accordance with the provisions of the Insolvency Law or if a stay of proceedings order is issued or any similar order in accordance with the provisions of the Insolvency Law or an application was filed by the company for an order to open proceedings or an application 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 structure, including a split that are not prohibited under the terms of this deed and except for making arrangements between the company and its shareholders that do not affect the repayment ability of the BONDS and are not prohibited under the terms of this deed), 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 an application according to section 350 of the Companies Law or an application 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.

11.1.11 If the majority of the company's assets were sold or if the majority of the company's activity ceases to be in the field of income-producing real estate or if the company is liquidated or the company is struck off for any reason (except in the case of a merger meeting the conditions of section 11.1.13 below). "Income-producing real estate" for the purpose of this section means including real estate in stages of initiation, development, and construction.

11.1.12 Deleted.

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11.1.13 If a merger (in any way) of the company with another entity was performed, without receiving prior approval from the meeting of the BONDS (Series 18) holders, unless the absorbing entity (the company or the other entity, as applicable) declared, at least ten (10) business days before the date of the merger, that due to the said merger, there is no reasonable concern that the absorbing entity (the company or the other entity, as applicable) will not be able to fulfill the obligations under the Trust Deed towards the BONDS (Series 18) holders.

11.1.14 If the stock exchange suspended trading of the BONDS (Series 18), and said suspension was not canceled within sixty (60) days. Notwithstanding the above, such suspension of trading, on the grounds of the creation of ambiguity (as detailed in Section 6.A(1), in the fourth part of the TASE Regulations), shall not constitute a cause for immediate repayment according to this section 11.1.14.

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

11.1.16 If the company makes a liquidation decision or if a permanent and final liquidation order is issued 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 as defined in the Insolvency Law is appointed.

11.1.17 If a material breach of a condition of the BONDS conditions and/or the Trust Deed was performed, including it being clarified that any of the company's representations in the BONDS or in the Trust Deed is incorrect or incomplete, and the Trustee gave notice to the company to correct the breach and it did not correct the breach as stated within fourteen (14) days from the giving of the notice.

11.1.18 If a breach of the commitment to the (consolidated) equity to balance sheet ratio occurred or a breach of the commitment to the (consolidated) debt to CAP ratio occurred as stated in section 8.1.1 above. In the event of a breach as stated in this section 11.1.18 above, the company shall not be permitted to raise debt or receive a loan except in the case where the debt and/or the loan are intended for the correction of the breach as stated in this section. Before raising the debt and/or taking the loan as stated, the company shall deliver to the Trustee a signed written certification from the senior officer in the company's finance department according to which the debt raising and/or the taking of the loan are intended for the correction of the breach as stated in this section. The Trustee shall rely on the said certification and shall not conduct any further independent check or investigation.

11.1.19 If the company breached any of its commitments in connection with distribution as detailed in section 8.1.1.D. above.

11.1.20 A material deterioration occurred 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 BONDS on time.

11.1.21 If the company did not repay any payment of the payments it is liable for according to the BONDS or according to the Trust Deed or did not fulfill another material commitment given for the benefit of the BONDS holders.

11.1.22 The company did not publish a financial report that it is liable to publish according to any law or according to the provisions of the Trust Deed, within 30 days from the last date on which it is liable to publish it.

11.1.23 The BONDS were delisted from trading on the stock exchange.

11.1.24 If there is a real concern that the company will not meet its material obligations towards the holders.

11.1.25 In the event that the company breached its commitments as stated in section 5.2 above, in connection with performing an expansion of the BONDS series or breached its commitments in connection with issuing BONDS of new series as stated in section 5.1 above.

11.1.26 In the event that the company breached its commitments as stated in section 8.2 above, in connection with not creating a floating charge on the company's assets, and subject to what is stated in section 8.2 above.

11.1.27 The rating of the BONDS (Series 18) fell below BBB- (or below an equivalent rating).

11.1.28 If a "going concern" note is recorded in the company's financial statements and is not removed in the financial statements for the following quarter.

In this Section 11.1, "majority of the company's assets" means an asset or number of assets constituting more than 50% of the total assets of the company according to the company's consolidated financial statements before such relevant case.

In this Section 11.1, "material asset of the company" means an asset or number of assets whose aggregate value in the company's consolidated financial statements published by the company most recently before such relevant case, exceeds 30% of the company's total consolidated balance sheet. Notwithstanding the above, if a non-recourse loan is imposed on a material asset of the company, as defined above, this asset shall be considered a material asset of the company, only if the (positive) difference between the value of the asset in the company's consolidated financial statements published by the company most recently before such relevant case and the balance of the loan, exceeds 10% of the company's total consolidated balance sheet according to the said consolidated financial statements. Notwithstanding the above, in any case where an asset or number of assets whose aggregate value exceeds 40% of the total consolidated balance sheet of the company according to the said consolidated financial statements - they shall be considered a material asset of the company, whether a non-recourse loan is imposed on the asset or not.

11.2 In such cases, the provisions in this Section 11.2 below shall apply.

11.2.1 Upon the occurrence of any of the events in Section 11.1 above, the Trustee shall be obligated to call a meeting of the BONDS (Series 18) holders, the date of which shall be twenty-one (21) days after its calling (or an earlier date, in accordance with the provisions of this Trust Deed and its appendices) whose agenda includes a resolution regarding calling for immediate repayment of all the outstanding balance of the BONDS (Series 18).

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11.2.2 In a case where, until the date of convening the meeting assembly as mentioned, any of the events detailed in Section 11.1 above have not been canceled or removed, and a resolution in the BONDS holders (Series 18) meeting assembly as mentioned regarding calling them for immediate repayment was adopted as an ordinary resolution as mentioned in Section 11.2.8 below, the Trustee shall be obligated, at the first possible opportunity, to call for immediate repayment of all the outstanding balance of the BONDS (Series 18) and/or to realize collateral (to the extent there are any).

11.2.3 The Company shall notify the BONDS holders and the Trustee of the occurrence of an event constituting grounds for immediate repayment immediately after it becomes actually aware of it. The notification to the BONDS holders as mentioned shall be published in the MAGNA system and in a written notice to the BONDS holders, provided that the Company is a reporting corporation at that time, all without derogating from the provisions of Section 23 below.

11.2.4 The Trustee shall be responsible for reporting to the BONDS holders (Series 18) about the occurrence of any of the events detailed in Section 11.1 above, whether by virtue of public publications published by the Company or in accordance with the Company's notice that will be sent to it in accordance with the provisions of this Deed.

11.2.5 It is hereby clarified that the Trustee's duties under this Section 11 are subject to its actual knowledge of the occurrence of the facts, cases, circumstances, and events detailed therein. This does not prejudice the Trustee's duties under any law, provided that this does not prejudice the Trustee's rights.

11.2.6 The Trustee or the BONDS holders (Series 18) shall not call the BONDS (Series 18) for immediate repayment (and/or shall not adopt a resolution on calling for immediate repayment - as the case may be), as mentioned in Section 11.1 above, unless they have delivered to the Company a notice of their intention to do so; however, the Trustee or the BONDS holders (Series 18) are not obligated to deliver to the Company a notice as mentioned about calling the BONDS for immediate repayment, if there is a reasonable concern that delivering the notice will prejudice the possibility to call the BONDS (Series 18) for immediate repayment or will prejudice the rights of the BONDS holders (Series 18).

11.2.7 If a reasonable period was set in Section 11.1 above during which the Company is entitled to perform an action or adopt a resolution as a result of which the grounds for calling for immediate repayment are removed as mentioned in Section 11.1 above, the Trustee or the BONDS holders are entitled to call the BONDS for immediate repayment and/or to realize collateral (to the extent there are any) only if the period set as mentioned has passed and the grounds have not been removed; however, the Trustee is entitled to shorten the period set as mentioned if it is believed that it may materially prejudice the rights of the BONDS holders.

11.2.8 The resolution of the BONDS holders to call the BONDS for immediate repayment as mentioned in Section 11.1 above and/or to realize collateral (to the extent there are any), shall be adopted at a meeting assembly at which BONDS holders (Series 18) were present holding at least fifty percent (50%) of the remaining par value of the BONDS (Series 18), by a majority of the holders of the remaining par value of the BONDS (Series 18) represented in the vote or by such a majority in an adjourned meeting assembly at which BONDS holders (Series 18) were present holding at least twenty percent (20%) of the said balance.

11.2.9 Sending a notice to the Company regarding calling for immediate repayment of the BONDS (Series 18), as mentioned in Section 11.1 above and/or regarding the realization of collateral (to the extent there are any), can also be done by way of

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publication of a notice in accordance with the provisions of Section 28 below and the said notice shall also be seen as a notice by virtue of this Section 11.2.9 above. Also for the purposes of this Section 11 - a written notice to the Company signed by the Trustee confirming that an action required by it, within its powers, is a reasonable action, shall constitute prima facie evidence thereof.

11.2.10 In the event that a notice is delivered to the Company that the BONDS have been called for immediate repayment according to the provisions of this Section 11, the Company undertakes to repay to the BONDS holders and to the Trustee all amounts due to them and/or that will be due to them according to the terms of the Trust Deed, whether or not the due date for payment has arrived ('Acceleration'), and this within 14 business days from the date of the notice as mentioned above, and within this the Company undertakes that it will make the declarations and/or sign all the documents and/or perform and/or cause the performance of all the necessary and/or required actions according to law for the purpose of giving effect to the activation of the authorities, powers, and authorizations of the Trustee and/or its representatives.

11.2.11 For the removal of doubt, it is hereby clarified that the right of the BONDS holders (Series 18) to call for immediate repayment of the BONDS as mentioned above and/or the calling for immediate repayment of the BONDS and/or the realization of collateral (to the extent there are any) shall not derogate from or prejudice any other or additional remedy available to the BONDS holders or the Trustee according to the terms of the BONDS and the provisions of the Trust Deed or according to law, and not calling the BONDS for immediate repayment and/or realizing collateral (to the extent there are any) upon the occurrence of any of the cases detailed in Section 11.1 above, shall not constitute a waiver of the rights of the BONDS holders (Series 18) or of the Trustee as mentioned.

12. Claims and Proceedings by the Trustee

12.1 In addition to any provision in this Deed and independent rights, the Trustee shall be entitled, at its discretion, and shall be obligated to do so by an ordinary resolution adopted at an ordinary meeting, after it has delivered a 14-day notice to the Company (except in those cases where there is a real concern that such notice will prejudice the rights of the BONDS holders and in this case the Trustee shall be entitled to deliver notice in a shorter period of time or not deliver notice at all), to take all those proceedings, including legal proceedings and requests for instructions as will be necessary, for the purpose of enforcing the Company's obligations under this Trust Deed and/or the rights of the BONDS holders and protecting their rights under this Trust Deed. The Trustee shall be entitled to initiate legal and/or other proceedings even if the BONDS were not called for immediate repayment to protect the rights of the BONDS holders (Series 18) and the Trustee. Notwithstanding anything stated in this section, a right to call for immediate repayment shall arise only in accordance with the provisions of Section 11 and not by virtue of this section. It is clarified that nothing in this section shall grant the Trustee authority to act to call for immediate repayment of the BONDS, if one of the grounds detailed in Section 11.1 above has not occurred.

12.2 The Trustee may, according to its sole discretion, apply to the appropriate court with a request for instructions on any matter arising from and/or related to this Trust Deed even before the BONDS are called for immediate repayment, including for the purpose of granting any order regarding trust matters. The Trustee

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shall deliver to the Company a notice regarding such application, as long as there is no prejudice in this notice to the rights of the BONDS holders.

12.3 Subject to the provisions of this Trust Deed, the Trustee may, but is not obligated to, convene at any time a general meeting of the BONDS holders in order to discuss and/or receive its instructions on any matter regarding this Deed and may repeatedly convene it. The Company waives any claim against the

Trustee and/or the BONDS holders regarding damage that may be and/or is caused to it due to the convening of a holders' meeting.

12.4 The Trustee may, before taking any legal proceedings, convene an ordinary meeting so that it is decided by them which proceedings to take to realize the rights of the BONDS holders according to this Trust Deed. The Company waives any claim against the Trustee and/or the BONDS holders regarding damage that may be and/or is caused to it due to the convening of a holders' meeting.

12.5 The Trustee may, according to its sole discretion, delay the performance of any action by it according to this Trust Deed, for the purpose of applying to a meeting of BONDS holders and/or to the court until it receives instructions from the meeting of BONDS holders and/or instructions from the court on how to act, provided that this does not prejudice the rights of the holders. Notwithstanding the above, the Trustee may not delay proceedings for calling for immediate repayment on which the meeting of BONDS holders decided according to Section 11 above.

13. Order of Priorities in Debt; Distribution of Proceeds

Any receipt on account of the BONDS, including such that will be received by the Trustee, except for its fee and the repayment of any debt towards it, in any way, including but not limited to as a result of calling the BONDS for immediate repayment and/or as a result of proceedings it takes, if it takes, inter alia, against the Company, shall be used for the purposes according to the order of priorities in debt, as follows:

First - for the settlement of the Trustee's fee, the expenses, payments, levies, and reasonable liabilities incurred by the Trustee, imposed on it or caused alongside or as a result of trust execution actions or in another manner or due to it according to any law and/or according to this Trust Deed; Second - for payment to holders who bore payments according to Section 27 below; Third - for payment to the BONDS holders (Series 18) of the default interest due to defaults in interest payment; Fourth - for payment to the BONDS holders (Series 18) of the default interest due to defaults in principal payment due to them according to the terms of the BONDS, pari-passu, and in proportion to the amount of interest and/or the principal in default due to each of them without preference or priority regarding any of them; Fifth - for payment to the BONDS holders (Series 18) of the interest amounts due to them according to the terms of the BONDS (Series 18), held by them pari-passu, whose payment date has not yet arrived, and in proportion to the amounts due to them, without any preference in connection with the priority in time of the issuance of the BONDS (Series 18) by the Company or in another manner; Sixth - for payment to the BONDS holders (Series 18) of the principal amounts due to them according to the terms of the BONDS (Series 18) held by them pari-passu, whose payment date has not yet arrived and in proportion to the amounts due to them, without any preference in connection with the priority in time of the issuance of the BONDS (Series 18) by the Company or in another manner; and Seventh - the surplus, to the extent there is such, shall be paid by the Trustee to the Company or its successors.

From the payments to the BONDS holders (Series 18), tax will be deducted at source, to the extent there is an obligation to deduct it according to any law.

14. Authority to Demand Financing

The Trustee may instruct the Company to transfer to its hands an amount (or part of it) that it must pay to the holders according to the provisions of this Deed on account of the interest and/or on account of the principal in respect of the BONDS for the purpose of financing the proceedings and/or expenses and/or the Trustee's fee according to this Deed ("the Financing Amount"), provided that the Company did not bear the amount. The Financing Amount shall be deducted first from the interest payment and only thereafter from the principal payment.

Should the Company be required to transfer the Financing Amount to the Trustee, the following provisions shall apply, unless the Company transfers to the Trustee, before the record date as mentioned above, an amount equal to the Financing Amount and that not from the specific payment as mentioned above:

14.1 The Company shall transfer to the Trustee the Financing Amount on the date set in this Deed for the payment of the interest or the principal as mentioned above.

14.2 The amount of the specific payment as mentioned above (principal or interest) shall decrease and stand at an amount after deduction of the Financing Amount, and in the case of interest payment, its rate for the specific payment shall also decrease accordingly.

The Company shall publish, before the record date for payment, an immediate report in which it will specify: the Financing Amount, the interest amount and the interest rate after the reduction, and in the case of a reduction from the principal, the amount for redemption for every 1 NIS par value BONDS, after the reduction. In addition, the Company shall specify that the payment that will be transferred to the Trustee shall be considered for all intents and purposes as a payment to the BONDS holders.

14.3 To the extent that the Company has an obligation to bear the Financing Amount according to the terms of this Deed and/or any law, the Financing Amount (plus interest applicable to the BONDS according to this Trust Deed, from the record date for the specific payment as mentioned above until its actual payment), shall be paid on the next nearest date set in this Trust Deed for payment on account of the principal and/or the interest and will be added to the next payment as mentioned as an integral part thereof.

14.4 The Company shall publish an immediate report before the record date regarding the payments on account of principal and/or interest arising from what is stated in this section.

Nothing in the above shall release the Company from its obligation to bear the expenses and fee payments as mentioned where it is obligated to bear them according to this Deed and/or according to law. Nothing in the above shall derogate from the Trustee's obligation to act to collect the funds that the Company owes to the holders in accordance with this Trust Deed and the terms of the BONDS.

The Financing Amount which the Trustee shall be entitled to instruct the Company to transfer to its hands as mentioned in this section above, as long as a resolution of holders on the matter has not been received previously (including a resolution in connection with taking the proceedings and/or performing the actions for which the Financing Amount is required) shall be limited to a total of 500 thousand NIS (plus VAT).

Authority to Delay Distribution of Funds

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15.1 Despite the provisions of Section 14 above, and until the earlier of the dates specified below, if the financial amount received as a result of taking the aforementioned proceedings, which is available at any time for distribution to the BONDS holders, as stated in that section, is less than 1 million NIS on the record date for distribution ("the distribution threshold"), the Trustee shall not be obligated to distribute it and shall be entitled to invest the said amount, in whole or in part, in accordance with the provisions of Section 19 below.

15.2 When the aforementioned investments, together with their profits, and along with additional funds reaching the Trustee for payment to the BONDS holders, reach an amount sufficient to pay the aforementioned sum, the Trustee shall be obligated to use the said amounts according to the order of priorities in Section 13 above and distribute the said amount at the earliest date of principal or interest payment. Notwithstanding the above, the Trustee's fee and expenses shall be paid from the said funds immediately upon their receipt by the Trustee, even if they are lower than the distribution threshold as stated in Section 15.1 above.

It is clarified that the Trustee shall be obligated to distribute any amount reaching its hands even if it is lower than the said distribution threshold at the nearest date of principal and/or interest payment, all subject to the order of priorities as stated in Section 13 above and if no other decision was made by the BONDS (Series 18) holders.

Notice of Distribution and Deposit with the Trustee

16.1 The Trustee shall notify the BONDS (Series 18) holders of the day and place where any of the payments mentioned in Sections 11 and 13 above will be made, with 14 days' prior notice to be given in the manner prescribed in Section 28 below.

16.2 After the record date for payment entitlement determined in the Trustee's notice as aforesaid, the BONDS (Series 18) holders shall be entitled to interest at the rate set in the BONDS, only on the remaining principal amount (if any) after deducting the amount paid as aforesaid.

Arrears Interest

Any amount owed by the Company by virtue of this Trust Deed that was not paid within 7 days after its maturity date shall bear arrears interest at the rate set forth in the Economic Terms Appendix of the BONDS (Series 18).

Avoidance of Payment for a Reason Not Dependent on the Company; Deposit with the Trustee

18.1

Any amount due to a BONDS (Series 18) holder that was not actually paid for a reason not dependent on the Company, while the Company was ready and able to pay it in full on the appointed date and was deposited with the Trustee according to the provisions of Section 18.2 below, shall cease to bear interest from the date it was transferred to the Trustee, according to the provisions of the Trust Deed, for its payment, and the BONDS (Series 18) holder shall be entitled, subject to the provisions below, only to those amounts they were entitled to on the date set for the repayment of that payment on account of principal or interest.

18.2

The Company shall deposit with the Trustee, no later than 14 business days from the date set for that payment, the payment amount that was not paid for a reason not dependent on the Company, and such deposit shall be considered as settlement of that payment, and in the case of settlement of everything due regarding the BONDS (Series 18), also as redemption of the BONDS (Series 18).

18.3

The Trustee shall deposit in bank accounts in its name and for its benefit in trust for the BONDS (Series 18) holders the funds transferred to it as stated in subsection 18.2 above and invest them in investments according to the provisions of Section 19 below. Having done so, the Trustee shall not be liable to the beneficiaries for those amounts except for the proceeds received from the realization of the investments, less expenses, commissions, and mandatory payments, if any, related to the said investment and the management of the net issuance proceeds account, as well as less its fees and expenses.

18.4

Subject to the Trustee not transferring the funds to the Company according to the provisions of Section 18.5 below, the Trustee shall transfer to each BONDS (Series 18) holder the payment due to them after the deductions as stated in Section 18.3 above, against the presentation of such evidence of entitlement to this payment as shall be required by the Trustee to its full satisfaction.

18.5

The Trustee shall hold the funds deposited as stated in Section 18.3 above and invest them in the said manner until the end of one year from the final maturity date of the BONDS or until the date of payment of the funds to the BONDS holders, whichever is earlier. After this date, the Trustee shall transfer to the Company the amounts from the aforementioned funds remaining in its hands (including profits derived from their investment) less its fees, expenses, and other reasonable expenses incurred according to the provisions of this Deed (such as service providers' fees, etc.).

Upon the transfer of funds from the Trustee to the Company, to the Trustee's satisfaction, the Trustee shall be exempt from paying the said amounts to the entitled BONDS holders.

The Company shall confirm to the Trustee in writing the receipt of the aforementioned funds in trust for the said BONDS holders and shall indemnify the Trustee for any claim and/or expense and/or damage of any kind caused to it due to and because of the transfer of funds as aforesaid, except in a case where it acted with malice or negligence.

The Company's written confirmation of receipt of the aforementioned funds shall release the Trustee from any responsibility regarding the aforementioned funds.

The Company shall hold these funds in a trust account for the BONDS holders entitled to those amounts for an additional year from the day they were transferred to it from the Trustee. Funds not claimed from the Company by a BONDS holder at the end of seven years from the final maturity date of the BONDS shall be used by the Company for any purpose whatsoever. The aforesaid shall not detract from the Company's obligation toward the BONDS holders to pay the funds they are entitled to as aforesaid.

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It is clarified that the Company shall be exempt from liability in the event of non-payment of any amount due to a BONDS holder that was not actually paid for a reason not dependent on the Company, while the Company was ready to pay it and it was deposited with the Trustee according to the provisions of Section 18.2 above.

19. Investment of Funds

19.1 Subject to the terms of the Trust Deed and the provisions of any law, all funds that the Trustee is entitled to invest according to the Trust Deed shall be invested by it in NIS bank deposits, index-linked or non-index-linked, in a bank in Israel whose rating is not lower than the rating AA (Israeli) of Maalot Ltd (or its equivalent rating), in its name or to its order, or in securities of the State of Israel and/or government BONDS of the State of Israel.

19.2 Having done so, the Trustee shall not be liable to the beneficiaries for those amounts except for the proceeds received from the realization of the investments less its fees and expenses, commissions and expenses related to the said investment and the management of the trust accounts, commissions and less mandatory payments applicable to the trust account, and with the remaining funds as aforesaid, the Trustee shall act according to the provisions of Sections 12 or 14 of this Deed above, as the case may be.

20. Urgent Representation for the BONDS Holders

Regarding the BONDS (Series 18), insofar as an urgent representation of the BONDS (Series 18) holders is appointed, the Company undertakes that the urgent representation will be appointed to act in accordance with the relevant provisions from the Consolidated Circular, with its amendments and updates from time to time, and the Company also undertakes to act in cooperation with the urgent representation and the Trustee, as required for the purpose of carrying out the necessary checks by them and formulating the decisions of the urgent representation, and to transfer to the urgent representation all the data and documents required by it regarding the Company.

Appointment: Term of Office

20.1 The Trustee shall be entitled, or at the Company's written request—shall be obligated, to appoint and convene an urgent representation from among the BONDS holders, as detailed below (hereinafter: "the Representation").

20.2 The Trustee shall appoint to the Representation the three (3) BONDS holders who, according to information provided to it by the Company, are the holders of the highest par value among all BONDS holders and who declare that all the conditions specified below are met regarding them (hereinafter: "the Representation Members"). In a case where any of these cannot serve as a member of the Representation as aforesaid, the Trustee shall appoint in their place the BONDS holder holding the next highest par value, for whom all the conditions specified below are met. And these are the conditions:

20.2.1 The BONDS holder is not in a material conflict of interest due to the existence of any additional material interest contrary to the interest arising from their tenure in the Representation and their holding of the BONDS. For the removal of doubt, it is clarified that a holder who is a related party to the Company shall be considered to have a material conflict of interest as aforesaid and shall not serve in the urgent representation; "related party" for this purpose means (a) a corporation controlled by the Company;

(b) the controlling shareholder in the Company (if any), their family member, or a corporation controlled by any of them (as these terms are defined in the Securities Law).

20.2.2 During that calendar year, the BONDS holder does not serve in similar representations of other BONDS whose cumulative value exceeds the percentage of the asset portfolio managed by them, which was set as the maximum rate allowing tenure in an urgent representation according to the instructions of the Commissioner of Antitrust regarding the establishment of an urgent representation.

20.3 If during the tenure of the Representation, any of the circumstances listed in sections 20.2.1 to 20.2.2 above cease to exist for one of its members, their tenure shall expire and they shall notify the Trustee accordingly, and the Trustee shall appoint another member in their place from among the BONDS holders as stated in section 20.2 above.

20.4 Prior to the appointment of the Representation members, the Trustee shall receive from the candidates to serve as representation members a declaration regarding the existence or absence of material conflicts of interest as stated in section 20.2.1 above and regarding tenure in additional representations as stated in section 20.2.2 above. Furthermore, the Trustee shall be entitled to

demand such a declaration from the representation members at any time during the Representation's tenure. A holder who does not provide such a declaration shall be considered as having a material conflict of interest or an impediment to serve by virtue of the Competition Commissioner's instructions, as the case may be. It is clarified that the Trustee shall rely on the said declarations and shall not be obligated to conduct any additional independent check or investigation. Subject to the provisions of any law, the Trustee's determination in these matters shall be final.

20.5 Immediately upon the appointment of the urgent representation, the Trustee shall provide written notice of its appointment, detailing the names of the representatives serving on it.

20.6 The termination of the urgent representation's tenure shall be on the date the Company publishes the Representation's decisions regarding granting an extension to the Company for its compliance with the terms of the Trust Deed as specified in section 19.7 below. The Company shall publicly disclose all information provided to the urgent representation upon the termination of the representation's tenure.

20.7 The Company shall publish an immediate report immediately upon the appointment of the urgent representation as aforesaid, regarding the appointment of the urgent representation, the identity of its members, and its powers. The Company shall also publish an immediate report regarding the decisions of the said urgent representation.

Authority

20.8 The Representation shall have the authority to grant a one-time extension to the Company in connection with the deadlines for compliance with any of the financial covenants set forth in section 8.1.1 of this Trust Deed, for a period not exceeding ninety (90) additional days for compliance with the financial covenants or until the date of publication of the next consolidated financial reports, audited or reviewed (as the case may be), which the Company must publish by that date, whichever is earlier, so that the grounds for immediate repayment in section 11.18 above shall not apply during the extension period. It will be clarified that the period of time until the appointment of the Representation shall be taken into account within the aforementioned extension, and it shall not constitute grounds for granting any additional extension to the Company beyond the aforementioned. It will further be clarified that the activities of the Representation and cooperation between its members shall be limited to discussion.

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regarding the possibility of granting an extension as stated, and that no other information that does not concern the granting of such an extension shall be transferred between the members of the representative body.

20.9 If a representative body was not appointed according to the provisions of this Section 20, or if the representative body decided not to give the Company an extension as stated in Section 20.8 above, the Trustee shall be required to convene a meeting of the BONDS holders to make a decision on immediate repayment of the BONDS or to realize collateral (to the extent provided), the meeting time of which shall be, at the latest, after seven (7) days from the date of its summoning. The Trustee may, at its discretion, shorten the aforementioned number of days in the event that the Trustee is of the opinion that this is necessary for the protection of the rights of the BONDS holders.

Company Obligations Regarding the Representative Body

20.10 The Company undertakes to provide the Trustee with any information in its possession or that it is able to obtain regarding the identity of the holders of the BONDS and the extent of their holdings. Furthermore, the Trustee shall act to obtain the aforementioned information in accordance with the powers granted to it by law.

20.11 In addition, the Company undertakes to act in full cooperation with the representative body and the Trustee as required for the purpose of performing the examinations required by them and formulating the representative body's decision, and to transfer to the representative body all the data and documents that will be required by them regarding the Company, subject to the limitations of the law. Without derogating from the generality of the foregoing, the Company shall provide the representative body with the relevant information for the purpose of formulating its decision, which shall not include any misleading details and shall not be incomplete.

20.12 The Company shall bear all the costs of the urgent representative body, including costs that will be incurred for the purpose of employing consultants and experts by or on behalf of the representative body.

20.13 The appointment of the urgent representative body or its activities shall not prejudice any authority granted to the Trustee in accordance with the law and the Trust Deed and shall not limit the Trustee in its actions in accordance with the law and the Trust Deed.

Liability

20.14 The representative body shall act and decide on the matters entrusted to it, at its absolute discretion, and neither it nor any of its members, their officers, their employees or their consultants shall be liable, and the Company and the BONDS holders hereby release them, with respect to all claims, demands and lawsuits against them for having used or refrained from using the powers, authorities or discretion granted to them under this Trust Deed and in connection therewith or from any other action they performed under it, except if they acted with malice and/or in bad faith.

20.15 The indemnification provisions set forth in Section 27 of this Deed shall apply to the actions of the members of the representative body and anyone on their behalf, as if they were the Trustee.

20.16 The foregoing shall not derogate from the Trustee's authority to convene a general meeting of the BONDS holders and to place on its agenda any matter that seems appropriate to it under the circumstances of the case, including regarding the matter of putting the BONDS for immediate repayment and/or realizing collateral (if any). If such a meeting was convened

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and any resolutions were adopted therein, the resolutions of the meeting shall prevail over the decisions of the urgent representative body.

21. Confidentiality

21.1 Subject to the provisions of any law and the provisions of this section below, the Trustee undertakes, by its signature on this Deed, to maintain in confidence all information given to it by the Company, will not disclose it to another and will not make any use of it, unless its disclosure or use is required for the fulfillment of its duties under the law, under the Trust Deed, or by order of a court or for the protection of the rights of the BONDS holders.

21.2 The transfer of information to the BONDS (Series 18') holders, including through public publication, for the purpose of receiving a decision concerning their rights under the BONDS or for the purpose of providing a report on the state of the Company does not constitute a breach of the aforementioned confidentiality undertaking.

21.3 The aforementioned confidentiality undertaking shall not apply to any part of the information that is in the public domain (except for information that became public domain due to a breach of this confidentiality undertaking) or that was received by the Trustee from someone other than the Company (including its officers) - from the date of its receipt.

22. Reporting by the Trustee

22.1 The Trustee shall prepare each year, at the time determined for this in the law and in the absence of a set time as such by the end of the second quarter in each calendar year from the date of this Trust Deed, an annual report on trust matters (hereinafter: "the Annual Report").

22.2 The Annual Report may include the details that will be determined from time to time in the law. The Trustee shall publish (by itself or through the Company at the Trustee's request) the Annual Report on the MAGNA system.

22.3 The Trustee must submit a report regarding actions it performed according to the provisions of Chapter E1 of the Law, upon a reasonable demand of holders of at least ten percent (10%) of the outstanding par value of the BONDS, within a reasonable time from the date of the demand, and all subject to the confidentiality obligation as stated in Section 21 above.

22.4 The Trustee shall update the Company before reporting according to Sections 35H1(a) to 35H1(c) of the Law, unless this would harm the rights of the BONDS holders.

22.5 As of the date of signing this Deed, the Trustee declares that it is insured by professional liability insurance in the amount of 10 million US Dollars per period² (hereinafter: "the Coverage Amount"). To the extent that before the full repayment of the BONDS the Coverage Amount is reduced below a total of 8 million US Dollars³, for any reason, then the Trustee shall update the Company no later than 7 business days from the day it became aware of the aforementioned reduction from the insurer in order to publish an immediate report on the matter. The provisions of this section shall apply until the date of entry into force of regulations to the Securities Law which will regulate the insurance coverage obligation of the Trustee. After the entry into force of such regulations, they shall apply

2 At the date of renewal of the insurance policy.

3 In accordance with what is stated in footnote (2) above.

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The Trustee is obligated to update the Company only in the event that the Trustee does not meet the requirements of the regulations.

22.6 Upon demand of holders of at least more than 5% of the outstanding par value of the BONDS (Series 18'), the Trustee shall transfer to the BONDS holders, within a reasonable time from the date of their demand, data and details regarding its expenses in connection with the trust subject of the Trust Deed.

22.7 If the Trustee becomes aware of a material breach of this Deed by the Company, it shall notify the BONDS holders of the breach and of the steps taken to prevent it or to fulfill the Company's obligations, as the case may be.

23. Trustee's Fee and Expense Coverage

23.1 The Trustee shall be entitled to payments of fees and expenses in connection with the performance of its duties, in accordance with what is set forth in Appendix 23 attached to this Trust Deed. If a trustee was appointed in place of a trustee whose term ended according to sections 35B(a1) or 35N(d) of the Securities Law, the holders of the BONDS shall bear the difference (which is not reasonable) by which the fee of the trustee appointed as stated exceeded the fee paid to the trustee in whose place it was appointed, and the relevant legal provisions at the time of such replacement shall apply.

23.2 The BONDS holders shall participate in financing the Trustee's fee and reimbursement of its expenses in accordance with the indemnification provisions in Section 27 below.

23.3 To the extent that by law the Company is required to deposit a deposit to ensure the Company bears the special expenses of the Trustee, the Company shall act in accordance with such instructions.

24. Constant Safety Cushion for Covering Company Indemnification Obligations and for Depositing Financing Cushions

24.1 Subject to the Company being obligated to deposit a constant safety cushion (as defined below) according to the Securities Law (in accordance with the provisions of Section 35E1(b) of the Law), the Company shall deposit the minimum amount required by law, in addition to the Company's obligations to indemnify the Trustee according to Section 27 below, including the Company's obligation to deposit the 'financing deposit' according to Section 27 below. Insofar as the provisions of the law as stated above enter into force, before the transfer of the issuance proceeds to the Company, the minimum amount as determined by the Minister of Finance by virtue of his authority in Section 35E1(e) of the Law shall be deposited with the Trustee, in an account owned by the Trustee. The funds held in the aforementioned account shall be called the "Constant Safety Cushion" and the account shall be used for holding them only. The funds of the constant safety cushion shall be invested according to the provisions of the aforementioned regulations.

24.2 To the extent that the provisions of Section 35E1 of the Law enter into force, they shall apply to the Constant Safety Cushion, including the use thereof.

24.3 The safety cushion shall be released to the Company no later than the date of payment of the balance of the BONDS (Series 18') to the holders, subject to the payment of all the Trustee's expenses as detailed in this Deed, as they may be at that time.

25. Liability and Reliance

25.1 Notwithstanding what is stated in any law and anywhere in the Trust Deed, to the extent that the Trustee acted to fulfill its role in good faith and within a reasonable time and also investigated the facts that a reasonable trustee would have investigated under the circumstances of the matter, it shall not be liable for the damage caused as a result of the Trustee exercising its discretion according to the provisions of sections 35H(d1) or section 35I1, unless the plaintiff proves that the Trustee acted with gross negligence. It is clarified that to the extent a contradiction arises between the provision of this section and another provision in the Trust Deed, the provision of this section shall prevail.

25.2 If the Trustee acted in good faith and without negligence in accordance with the provisions of Section 35H(d2) or 35H(d3) of the Law, it shall not be liable for the performance of the action as stated.

25.3 For the removal of doubt, it is hereby clarified that:

25.3.1 The Trustee is under no obligation to examine, and in practice the Trustee has not examined, the economic condition of the Company and this is not included among its roles.

25.3.2 For the removal of doubt, it is clarified that the Trustee is under no obligation to examine, and in practice the Trustee has not examined and will not examine, the need to provide collateral to secure the payments to the BONDS holders. The Trustee was not requested to conduct and in practice has not conducted and will not conduct economic, accounting or legal due diligence regarding the state of the Company's business or companies held by the Company or by a person holding the Company's shares and this is not included among its roles.

25.3.3 The Trustee does not express its opinion explicitly or implicitly regarding the ability of the Company to meet its obligations toward the BONDS holders, including not by the mere fact of its engagement in this Trust Deed and not by its agreement to serve as Trustee for the BONDS holders.

25.3.4 The Trustee's signature on this Trust Deed does not constitute an expression of opinion on its part regarding the quality of the offered BONDS or the worthiness of the investment in them.

25.4 The Trustee shall not be required to notify any party of the signing of this Deed. The Trustee shall not interfere in any way in the management of the Company's business or its affairs and this is not included among its roles.

25.5 Subject to the provisions of any law, the Trustee is not obligated to act in a manner that is not explicitly detailed in this Trust Deed so that any information, including about the Company and/or in connection with the Company's ability to meet its obligations to the BONDS holders, reaches its knowledge, and this is not part of its role.

25.6 The Trustee may rely on the presumption stated in Section 30 below, and also rely on the correctness of the identity of an unlisted holder of BONDS as it is provided to the Trustee by a person whose name is registered as a proxy in a power of attorney issued by a registration company, as long as the identity of the holder was not registered in the power of attorney.

25.7 The Trustee may rely within the framework of its trust on any written document including a letter of instructions, notice, request, consent or confirmation appearing to be signed or issued by any person or entity which the Trustee believes in good faith was signed or issued by them.

Trustee's Authority to Employ Agents

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The Trustee shall be entitled to appoint agent(s) to act in his stead, whether a lawyer or another, to perform or participate in performing special actions that need to be done in connection with the trust, and without prejudice to the generality of the foregoing, taking legal proceedings, to the extent such actions cannot be performed by the Trustee himself, subject to the agent signing a confidentiality undertaking as stated in section 6.20 above. It is clarified that the reservation regarding the performance of actions by the Trustee himself shall not apply to representation in legal proceedings. Furthermore, the Trustee shall be entitled to pay out of the Company's account the reasonable fee of any such agent, including by way of offset from amounts that came into his hands, and which the Trustee is entitled to offset under any law, and the Company shall transfer to the Trustee immediately upon his first demand any such reasonable expense.

The Trustee shall give the Company advance notice regarding the appointment of such agent(s) along with details of the agent's fee and the purpose of his appointment to the extent possible and to the extent that in the Trustee's opinion such advance notice will not cause harm to the rights of the holders of the BONDS.

The Company shall be entitled to object to such appointment for any reasonable reason, providing the reasonable arguments as stated, in a case where the agent is a competitor, whether directly or indirectly, in the Company's business (including companies consolidated in its financial reports) and/or in a case where there is a concern that the agent may be, directly or indirectly, in a state of conflict of interest, between his appointment and duties as an agent and his personal affairs, his other roles or his affiliations to the Company and corporations under its control, provided that notice of the Company's objection as stated, specifying the reasons for the Company's objection, was delivered to the Trustee no later than 5 business days from the date the Trustee gave the Company notice of his intention to appoint such an agent.

However, the Company's objection to the appointment of a specific agent appointed at a holders' meeting shall not delay the start of the agent's employment, as long as the delay might harm the holders' rights.

It is further clarified that the passing of a resolution at a meeting of the holders of the BONDS that was published shall constitute sufficient notice of the agent's appointment in accordance with this section.

Furthermore, the publication of a summons for a holders' meeting, on whose agenda is the appointment of such an agent and/or a voting paper regarding the appointment of such an agent, shall constitute notice to the Company regarding the intention to appoint an agent, provided that the identity of the agent was specified in the summons or in the voting paper, as the case may be.

27. Indemnification

27.1 The Company and the holders of the BONDS (at the relevant record date as stated in section 27.5 below, each for his obligation as stated in this section 27 below), hereby undertake to indemnify the Trustee, any officer therein, its employees, its agents, and experts appointed by the Trustee according to the provisions of this Trust Deed and/or according to a lawful resolution passed at a meeting of the holders of the BONDS according to the provisions of this Trust Deed (hereinafter all or some, together or separately: "The Indemnification Entitled Parties"), as follows:

27.1.1 Any loss and/or damage and/or liability in tort and/or financial charge according to a judgment and/or an arbitrator's award (for which no stay of execution was granted) and/or according to a concluded settlement (and to the extent the settlement concerns the Company, the Company's consent to the settlement was given) whose cause is related to actions performed by the Indemnification Entitled Parties and/or which they must perform by virtue of the provisions of this Deed or by law or instruction

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of a competent authority and/or any law or at the demand of the holders of the BONDS or at the demand of the Company and/or their role by virtue of this Deed; and also for;

27.1.2 The fee of the Indemnification Entitled Parties and reasonable expenses they have incurred and/or are about to incur including during the execution of the trust or in connection with actions which in their opinion were required for the performance of the above and/or in connection with the use of the powers and authorizations given by virtue of this Deed as well as in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiations, discussions, insolvency proceedings, collection proceedings, debt, debt evaluation, value, claims and demands regarding any matter and/or thing done and/or not done in relation to the details in this section 27.1.2 and/or their role by virtue of this Deed.

And all on the condition that:

27.1.3 The Indemnification Entitled Parties shall not demand indemnification in advance in a matter that does not tolerate delay, and this without prejudice to their right to demand indemnification retrospectively, if and to the extent such a right arises for them; OR

27.1.4 It was not determined in a final judicial decision that the Indemnification Entitled Parties acted in bad faith and/or that the action for which indemnification is required was performed outside the scope of fulfilling their role and/or not in accordance with the provisions of the law and/or not according to this Trust Deed.

27.1.5 It was not determined in a final judicial decision that the Indemnification Entitled Parties were negligent.

27.1.6 It was not determined in a final judicial decision that the Indemnification Entitled Parties acted with malice.

The obligations to indemnify according to this section 27.1 shall be called "the Indemnification Obligation" or "the Indemnification Entitlement".

It is agreed that in any case where it is determined in a final judicial decision that the Indemnification Entitled Parties do not have a right of indemnification, the Indemnification Entitled Parties regarding whom such a determination was made shall return the amounts of the indemnification obligation to the extent they were paid to them.

Without prejudice to the rights for compensation given to the Trustee under the law and subject to what is stated in this Deed and/or the Company's obligations under this Deed, the Indemnification Entitled Parties shall be entitled to receive indemnification from the funds received by the Trustee from any source whatsoever, regarding obligations they took upon themselves, regarding reasonable expenses they incurred during the performance of the trust or in connection with actions which in their opinion were required for the performance of the above and/or in connection with the use of the powers and authorizations given by virtue of this Deed as well as in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiations, discussions, claims and demands regarding any matter and/or thing done and/or not done in relation to the subject and the Trustee may withhold the funds in his possession and pay from them the necessary amounts for the payment of the said indemnification. All said amounts shall stand in priority over the rights of the holders of the BONDS and subject to the provisions of any law. For the purpose of this section, an action of the Trustee approved by the Company and/or the holders of the BONDS shall be considered an action that was reasonably necessary.

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27.2 Without prejudice to the validity of the indemnification obligation in section 27.1 above, whenever the Trustee is required under the terms of the Trust Deed and/or by law and/or by an order of a competent authority and/or any law and/or at the demand of the holders of the BONDS and/or at the demand of the Company, to perform any action, including but not limited to opening proceedings or filing claims at the demand of the holders of the BONDS, as stated in this Trust Deed, and to the extent the Trustee believes, at his sole discretion, that the deposit funds (as defined in section 35H1(b) of the Law) transferred by the Company (subject to the provisions of section 24 above) are insufficient and/or that the law does not permit the use of the deposit funds for the required purposes as stated, the Trustee shall be entitled to refrain from taking any such action, until he receives to his satisfaction a cash deposit to cover the indemnification obligation (hereinafter: the "Funding Cushion") in the amount required in first priority from the Company, and in a case where the Company does not deposit the Funding Cushion at the time it was required to do so by the Trustee and after the Trustee has taken all reasonable actions required of the Trustee to collect the funds from the Company, the Trustee shall turn to the holders of the BONDS who held on the Record Date (as stated in section 27.5 below), requesting that they deposit in his hands the amount

of the Funding Cushion, each their relative share (as defined below). Nothing in the aforesaid shall exempt the Trustee from taking urgent action required to prevent material adverse harm to the rights of the holders of the BONDS.

27.3 The Indemnification Obligation:

27.3.1 Shall apply to the Company in any case of (1). actions performed at the Trustee's discretion and/or according to any law and/or required to be performed according to the terms of the Trust Deed or for the purpose of protecting the rights of the holders of the BONDS (including due to a holder's demand necessary for such protection) and/or if the entitlement to indemnification arises by virtue of this Trust Deed; and also (2). actions performed and/or required to be performed at the Company's demand.

27.3.2 Shall apply to the Holders who held on the Record Date (as stated in section 27.5 below) in any case where (1). the entitlement to indemnification arises due to the demand of the holders of the BONDS (and except for an entitlement arising due to a holders' demand for the purpose of protecting the rights of the holders of the BONDS); and also (2). non-payment by the Company of the amount of the indemnification obligation applying to it according to this section 27. It is clarified that payment by the holders according to section (2) above shall not prejudice the Company's duty to bear the said payment in accordance with what is stated in section 27.3.1 above.

27.4 In any case where: (a) the Company does not pay the amounts required to cover the indemnification obligation and/or does not deposit the Funding Cushion amount as the case may be; and/or (b) the indemnification duty applies to the Holders by virtue of the provisions of section 27.3.2 above and/or the Holders were called to deposit the Funding Cushion amount according to section 27.2 above, the funds shall be collected in the following manner:

a. Firstly - out of the funds (interest and if the amount is not sufficient, out of the principal) that the Company must pay to the holders of the BONDS after the date of the required action, and the provisions of section 13 above shall apply;

b. Secondly - as far as in the Trustee's opinion the amounts deposited in the Funding Cushion will not be sufficient to cover the indemnification obligation, the holders of the BONDS who held the

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BONDS on the Record Date (as stated in section 27.5 below) shall deposit, each according to his relative share (as defined), in the Trustee's hands the missing amount. The amount deposited by each holder of BONDS shall bear annual interest at a rate equal to the interest fixed on the BONDS and shall be paid in priority as stated in section 27.7 below.

"Relative Share" means: the proportional part of the BONDS held by the holder on the relevant Record Date as stated in section 27.5 below out of the total par value of the BONDS (Series 18') in circulation at that time. It is clarified that the calculation of the relative share shall remain fixed even if after that time a change occurs in the par value of the BONDS (Series 18') held by the holder.

It is clarified that the holders of the BONDS who bear responsibility for covering the expenses as stated in this section above may bear the expenses as stated in this section above beyond their relative share and in this case the order of priority for the return of the amounts according to section 13 of this Deed shall apply.

27.5 The Record Date for determining a holder's duty in the indemnification obligation and/or in the payment of the financing deposit is as follows:

27.5.1 In any case where the indemnification obligation and/or the payment of the Funding Cushion are required due to an urgent decision or action necessary for preventing material adverse harm to the rights of the holders of the BONDS (Series 18') and this without a prior resolution of the meeting of holders of the

BONDS (Series 18') - the Record Date shall be at the end of the trading day of the day the action was taken or the decision was made, and if that day is not a trading day, the trading day preceding it.

27.5.2 In any case where the indemnification obligation and/or the payment of the Funding Cushion are required according to a resolution of the meeting of holders of the BONDS (Series 18') - the Record Date shall be at the end of the Record Date for participation in the meeting (as this date is set in the summons notice) and shall also apply to a holder who was not present or did not participate in the meeting.

27.5.3 In any other case or in the case of disputes regarding the Record Date as shall be determined by the Trustee according to his reasonable discretion.

27.6 To the extent the amounts paid to the Trustee should have been paid by the Company, receiving the payments from the Holders shall not prevent the Trustee from acting to obtain the amounts from the Company, as detailed in this section 27 and the Trustee shall act reasonably to obtain amounts from the Company.

27.7 The reimbursement to holders of the BONDS (Series 18') who bore the payments according to this section shall be done according to the order of priorities set in section 13 above.

.28 Notices

28.1 Any notice on behalf of the Company and/or the Trustee to the holders of the BONDS shall be given as follows:

28.1.1 In cases where the provisions of the law require it or according to the Trustee's decision by reporting in the Magna system of the Securities Authority (the Trustee may instruct the Company and the Company shall be)

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shall be obligated to report immediately in the MAGNA system on behalf of the Trustee any report in its version as delivered in writing by the Trustee to the Company).

28.1.2 In the following cases only, the Company shall additionally publish by way of an announcement to be published in two daily newspapers with wide distribution, published in Israel in the Hebrew language: (a) an arrangement or compromise according to section 350 of the Companies Law and/or a debt settlement according to section 320 of the Insolvency Law; (b) a merger.

28.1.3 Any notice published or sent as stated above shall be considered as if it were delivered to the BONDS holder on the day of its publication as stated (in the MAGNA system or in the press, as the case may be).

28.1.4 In the event that the Company ceases to report in accordance with Chapter J of the Law or in cases where the provisions of the law require it, by sending a notice by registered mail to each registered holder of BONDS according to their last address registered in the BONDS holders register (in the case of joint holders - to the joint holder whose name appears first in the register). Any notice sent as stated shall be considered as if it were delivered to the BONDS holders after 3 business days from the date of its delivery by mail, and the Company shall also deliver the notice by email to the Trustee.

28.2 Any notice or demand on behalf of the Trustee or a BONDS holder to the Company or on behalf of the Company to the Trustee may be given by a letter sent by registered mail to its address, or by sending it by facsimile or in writing by a courier or by email and any such notice or demand shall be considered as if it were received by the Company or the other party:

28.2.1 In the case of sending by registered mail - after 3 business days from the date of its delivery by mail.

28.2.2 In the case of sending by facsimile (plus telephone verification regarding its receipt) - at the time of the telephone verification.

28.2.3 In the case of sending by email - at the time of receipt of a confirmation by email of its reading or at the time of telephone verification of its receipt (if performed), whichever is earlier.

28.2.4 In the case of its sending by courier - at the time of its delivery by the courier to the addressee or in the case of avoidance of receiving it at the time of the courier's offer to the addressee to receive it.

.29 Waiver; Settlement; Changes in the terms of the Trust Deed and/or the BONDS

29.1 Subject to the provisions of the Law and the regulations enacted and/or to be enacted thereunder, the Trustee shall be entitled from time to time and at any time to waive any breach or non-fulfillment of any condition of the terms of this Deed by the Company or to settle with the Company regarding any right or claim of the BONDS holders and to agree with the Company on any arrangement of rights of the rights of the BONDS holders (including a waiver of any right of the rights of the BONDS holders or a claim of the BONDS holders against the Company, all if it is not a debt settlement as defined in section 320 of the Insolvency Law) if convinced that it is for the benefit of the BONDS holders or that the change does not harm the BONDS holders, except in the cases detailed in section 29.2.1

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below. The provisions of this section shall not apply regarding a change of the identity of the Trustee or their fee in this Deed, for the purpose of appointing a Trustee in place of a Trustee whose term has ended.

29.2 The terms of the Trust Deed and/or the BONDS shall be subject to change if one of the following occurs:

29.2.1 The Trustee is convinced that the change does not harm the BONDS holders. The provisions of this section shall not apply regarding a change of the identity of the Trustee or their fee in this Deed, for the purpose of appointing a Trustee in place of a Trustee whose term has ended. Additionally, the provisions of this section shall not apply in relation to changes regarding: (a) the grounds for making the BONDS immediately due; (b) the payment dates according to the terms of the BONDS; (c) the interest rate on the BONDS (including the arrears interest); (d) the Company's obligations to provide a report to the BONDS holders, as stated in this Trust Deed; (e) changes in the Company's obligations as stated in section 8.1 of the Trust Deed; (f) changes in the adjustment mechanism for the interest rate change as a result of a change in the BONDS rating or breach of financial covenants; (g) the amount of BONDS payments; (h) restrictions on series expansion and (i) the Company's obligations as stated in section 8.2 of the Trust Deed - negative pledge. It is clarified that the changes described in this section 29.2.1 are not performable in the Trust Deed by the Trustee without the consent of the BONDS holders, except after receiving a special resolution adopted in advance at a meeting of the BONDS holders as stated in section 29.2.2 below.

29.2.2 The BONDS holders (Series 18) agreed to the proposed change in a resolution adopted at a meeting of the BONDS holders (Series 18), which was attended by BONDS holders (Series 18) holding by themselves, or through their representatives, at least 50% of the outstanding balance of the Par Value of the BONDS (Series 18) in circulation, by a majority of those holding at least two-thirds (2/3) of the outstanding balance of the Par Value of the BONDS (Series 18) represented in the vote, or by such a majority at an adjourned meeting, which was attended by BONDS holders (Series 18) holding by themselves or through their representatives, at least twenty percent (20%) of the said balance.

29.3 The Company or the Trustee shall report in an immediate report on any such change or waiver as stated above, as soon as possible prior to the date of its execution.

The Trustee shall be entitled, subject to any resolution required by law from the BONDS holders, to waive under such conditions as it deems appropriate the fulfillment of the Company's obligations under this Deed, in whole or in part, provided that it is not a debt settlement according to section 320 of the Insolvency Law and except in cases as stated in section 29.2.1 above.

.30 Register of BONDS Holders

The Company shall maintain a register of holders of the BONDS (Series 18), which shall be open for inspection by any person in accordance with the provisions of the Law.

.31 Meetings of BONDS Holders

Subject to the provisions of the Securities Law, the summoning of a meeting of the BONDS holders (Series 18), the manner of its management, and various conditions regarding it, shall be as stated below:

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Summoning a Meeting

31.1 The Trustee shall convene a meeting of BONDS holders (Series 18) if they see a need for it, or at the request of the Company or at the written request of holders of the BONDS (Series 18), one or more, holding at least five percent (5%) of the outstanding balance of the Par Value of the BONDS (Series 18) in circulation. It is clarified that the Company shall bear the cost of summoning the meeting of BONDS holders (Series 18).

31.2 In the event that those requesting the summoning of the meeting are BONDS holders (Series 18) and in the Trustee's opinion such a request is unreasonable in the circumstances of the case, the Trustee shall be entitled to demand indemnity from the requesters, including in advance, for the reasonable expenses involved therein.

31.3 A Trustee shall summon a meeting of holders within 21 days from the date the requirement to convene it was submitted to them, for a date to be determined in the invitation, provided that the convening date shall not be earlier than 7 days and not later than 21 days from the date of summoning; however, the Trustee is entitled to advance the convening of the meeting to at least one day after the date of summoning, if they believed this is necessary for the protection of the holders' rights and subject to the provisions of section 31.18 below; having done so, the Trustee shall explain the reasons for advancing the convening date in the report regarding the summoning of the meeting.

31.4 The Trustee is entitled to change the date of the meeting's convening.

31.5 The Trustee is entitled to determine at their discretion that the meeting will take place by electronic means and/or by way of voting papers and/or without an assembly.

31.6 If the Trustee did not summon a meeting of holders, at the request of a holder, within the period as stated in section 31.3 above, the holder is entitled to convene the meeting, provided that the convening date shall be within 14 days from the end of the period for the Trustee to summon the meeting, and the Trustee shall bear the expenses incurred by the holder in connection with convening the meeting.

31.7 If a meeting of holders as stated in section 31.1 or 31.3 above did not take place, the Court may, at the request of a holder, order its convening.

31.8 If the Court so ordered, the Trustee shall bear reasonable expenses incurred by the applicant in the Court proceedings, as the Court shall determine.

31.9 Where there is no practical possibility to convene a meeting of holders or to manage it in the way determined for this in the Trust Deed or by law, the Court may, at the request of the Company, a BONDS holder (Series 18) entitled to vote at the meeting, or the Trustee, order that a meeting be convened and managed in a way determined by the Court, and it may give supplementary instructions for this purpose as it sees fit.

Defects in Summoning

31.10

The Court may, at the request of a holder, order the cancellation of a resolution adopted at a meeting of holders that convened or was managed without the conditions set for it according to the law or according to this Trust Deed being met.

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31.11 If the defect in summoning concerned the notice regarding the place of the meeting's convening or its date, a holder who arrived at the meeting shall not be entitled, despite the defect, to demand the cancellation of the resolution.

Notice of Summoning a Meeting

31.12 Notice of a holders' meeting shall be published according to the provisions of Chapter G'1 of the Law ("Electronic Reporting") via the MAGNA system only, adjacent to when it is delivered to the Company by the Trustee before the reporting and in accordance with what is established in the regulations.

31.13 The summoning notice shall include the agenda, the proposed resolutions, as well as arrangements regarding voting in writing according to the provisions of section 31.28 below.

Agenda at the Meeting

31.14 The Trustee shall determine the agenda at a holders' meeting and shall include in it subjects for which the convening of a holders' meeting was required according to section 31.1 above, as well as a subject requested as stated in section 31.15 at the request of a holder.

31.15 A holder, one or more, who has at least five percent (5%) of the outstanding balance of the Par Value of a series of BONDS (Series 18), is entitled to request from the Trustee to include a subject on the agenda of a holders' meeting that will convene in the future, provided that the subject is suitable to be discussed at such a meeting.

31.16 At a holders' meeting, resolutions shall be adopted on subjects detailed in the agenda only.

Place of Meeting Convening

A holders' meeting shall be held in Israel at the Company's offices or at any other place of which the Trustee shall notify.

The Record Date for Ownership of BONDS

Holders entitled to participate and vote at the holders' meeting are holders of BONDS (Series 18) on the date to be determined in the resolution to summon a holders' meeting.

Chairman of the Meeting

31.17 At every holders' meeting, the Trustee or someone they appointed shall serve as the Chairman of that meeting.

31.18 The Trustee shall prepare minutes of the BONDS holders' (Series 18) meeting and shall keep them at their registered office for a period of seven (7) years from the date of the meeting. The minutes of the meeting may be by way of recording. Minutes, as far as they are prepared in writing, shall be signed by the Chairman of the meeting or by the Chairman of the meeting that took place after it. Any minutes signed by the Chairman of the meeting constitute prima facie evidence of what is stated therein. The register of minutes shall be kept by the Trustee as stated, and shall be open for inspection by the holders during working hours and by prior coordination, and a copy thereof shall be sent to any holder who requests it and shall also be sent to the Company upon request for the part of the minutes where the Company was present.

31.19 The declaration of the Chairman of the meeting that a resolution at a holders' meeting was adopted or rejected, whether unanimously

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or by a certain majority, shall be prima facie evidence of what is stated therein.

Quorum: Adjourned or Continued Meeting

31.20 The meeting of the BONDS holders (Series 18) shall be opened by the meeting chairperson after determining that the required quorum exists for any of the items on the meeting's agenda, as follows:

31.20.1 The quorum required to open a meeting of the BONDS holders (Series 18) shall be the presence of at least two holders of BONDS (Series 18), present in person or by proxy, holding at least twenty-five percent (25%) of the outstanding voting rights, within half an hour of the time set for the opening of the meeting, unless another requirement is established by law or in this Trust Deed (including in connection with resolutions requiring a non-ordinary majority).

31.20.2 If no quorum is present at the holders' meeting within half an hour of the time set for the start of the meeting, the meeting shall be adjourned to another date which shall not be earlier than two business days after the scheduled time for the original meeting, or one business day if the Trustee believes this is necessary to protect the holders' rights or when there is urgency in holding the meeting for another reason; if the meeting is adjourned, the Trustee shall explain the reasons in the report regarding the meeting notice.

31.20.3 If no quorum is present at the adjourned meeting as stated in section 31.20.2 above within half an hour of the time set for it, the meeting shall be held with any number of participants, unless another requirement is established by law.

31.20.4 Notwithstanding the provisions of section 31.20.3 above, if the holders' meeting was convened upon the request of holders holding at least five percent (5%) of the outstanding par value (Series 18), the adjourned meeting shall only take place if holders holding at least five percent (5%) of the outstanding par value (Series 18) are present.

If within half an hour of the time set for the start of the meeting there is no quorum, the meeting shall be adjourned to another date.

31.21 According to a decision by the Trustee or a decision by an ordinary majority of voters at a meeting where a quorum was present, the continuation of the meeting (the "Original Meeting") may be adjourned from time to time, for discussion or a resolution on an agenda item, to another date and place to be determined as the Trustee or said meeting shall decide (a "Continued Meeting"). At a Continued Meeting, only items that were on the agenda and for which no resolution was passed shall be discussed.

If a holders' meeting is adjourned without changing its agenda, invitations for the new date of the Continued Meeting shall be given as early as possible, and no later than 12 hours before the Continued Meeting; such invitations shall be given according to section 31.12 above.

Participation and Voting

31.22
A holder of BONDS (Series 18) may vote at a holders' meeting, in person or by proxy, as well as by a voting paper in which they shall indicate their vote, and according to the provisions of section 31.28 below.

31.23
Insofar as not prohibited by law, any proposed resolution put to a vote at the meeting of BONDS holders (Series 18) during the session shall be decided by a show of hands, unless a secret ballot was requested by the chairperson; every resolution shall be decided by a count of votes.

31.24
The chairperson of the meeting may determine that votes will be held during the session or via voting slips submitted after its conclusion - at a time to be determined by them. In a case where it is determined that the vote will be by voting slip, the chairperson of the meeting shall notify the BONDS holders (Series 18) in a notice in accordance with the provisions of section 28 of the Trust Deed, which shall include the required details, including by way of reference. The Trustee may extend or shorten the voting periods via voting slip and shall give notice to the BONDS holders (Series 18) accordingly in accordance with the provisions of section 28 of this Trust Deed.

31.25
A holder of BONDS (Series 18) may vote at the original meeting, an adjourned meeting, or a continued meeting, by show of hands, voting slip as mentioned in section 31.24 above, or via a voting paper sent by the Trustee to all holders; a holder may indicate their vote on the voting paper and send it to the Trustee.

A voting paper on which a holder indicated their vote, which reached the Trustee by the final deadline set for it, shall be considered as presence at the meeting for the purpose of the quorum as mentioned in section 31.20 above.

A voting paper received by the Trustee as stated regarding a specific matter for which no vote was held at the holders' meeting shall be considered an abstention in the vote at that meeting regarding a resolution to hold an adjourned meeting according to section 31.20 above, and it shall be counted at the adjourned meeting held according to sections 31.20 or 31.20.3 above.

31.26
Each 1 NIS par value of the BONDS represented in the vote shall grant one vote in the balloting.

31.27
A holder of BONDS (Series 18) may vote with respect to part of the BONDS (Series 18) in their possession, including voting for a resolution with part and against it with another part, all at their discretion.

31.28
A holder who is a related holder (as defined in section 1 above) shall not have their holdings taken into account for the purpose of determining the quorum at a holders' meeting, and their votes shall not be counted in the vote at such meeting.

31.29
A holder of BONDS (Series 18) shall be entitled to vote at an adjourned meeting and/or a continued meeting, even if for some reason that holder did not participate

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in the original holders' meeting.

Resolutions

31.30 Resolutions of a holders' meeting shall be passed by an ordinary majority under the quorum requirements specified in sections 31.20.1 and 31.20.3 above, unless another majority and/or another quorum is established by law or in the Trust Deed.

31.31 Abstaining votes shall not be counted in the number of votes participating in the balloting.

31.32 A proposed resolution on a matter for which it is not specified below that it must be decided by a specific majority and/or specific quorum shall be decided by an ordinary resolution subject to the quorum requirement specified in section 31.20.3 above.

31.33 The following matters shall be approved at the BONDS holders' (Series 18) meeting by a non-ordinary majority. And these are the matters:

31.33.1 An addition and/or amendment to the provisions of the Trust Deed, including a change or arrangement of the rights of BONDS holders that constitutes a change to the Trust Deed (whether these rights originate from the Trust Deed or another source), including any compromise or waiver in connection with these rights, as stated in section 29 of the Trust Deed.

31.33.2 Calling the BONDS (Series 18) for immediate repayment, in accordance with the terms of this Trust Deed as stated in section 11.2 above.

31.33.3 Any other matter for which it is determined in the Trust Deed that it is subject to a resolution by a non-ordinary majority.

31.33.4 A resolution to replace a Trustee as detailed in section 3.2 above shall be passed by a majority of at least seventy-five percent (75%) of the outstanding balance of the BONDS (Series 18) in circulation.

Voting and Actions via Proxy/Representative

31.34 An appointment document appointing a proxy shall be in writing and signed by the appointor or by their representative who has written authorization to do so properly. If the appointor is a corporation, the appointment shall be in writing and signed with the corporation's seal, along with the signatures of the corporation's authorized signatories.

31.35 A proxy appointment document shall be drafted in any form acceptable to the Trustee.

31.36 A proxy does not have to be a BONDS (Series 18) holder themselves.

31.37 The appointment document and power of attorney and any other certificate based on which the appointment document was signed or a certified copy of such power of attorney shall be submitted to the Trustee until the time the meeting convenes unless otherwise determined in the notice convening the meeting.

31.38 The Trustee shall participate in the meeting via its employees, its officers, its functionaries, or another person appointed by it, but shall not have a right to vote.

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31.39 The Company and any other person except for the Trustee shall be prevented from participating in the BONDS holders' meeting (Series 18) or any part thereof, per the Trustee's decision or per an ordinary resolution of the BONDS holders (Series 18). Notwithstanding the above in this section, the Company may participate at the opening of a holders' meeting to express its position regarding any agenda item of the holders' meeting and/or to present a specific matter (as applicable).

Contacting BONDS holders (Series 18)

31.40 The Trustee, as well as one or more holders holding at least five percent (5%) of the outstanding par value of the BONDS (Series 18) in circulation, may contact the holders in writing, via the Trustee, to convince them regarding their voting method on any matter arising for discussion at that meeting ("Position Statement").

31.41 If a holders' meeting was convened upon the request of holders as stated in section 31.2 above, a holder may approach the Trustee and ask them to publish, in accordance with the provisions of section 31.43 above, a Position Statement on their behalf to the other BONDS holders (Series 18).

Conflict of Interest Examination

31.42 When a holders' meeting is convened, the Trustee may demand that a holder participating in the meeting notify them, within the voting paper, of a conflicting interest due to which their vote should not be counted in the vote tally.

31.43 In counting the votes in a ballot held at a holders' meeting, the Trustee shall not take into account the votes of holders who did not respond to its demand as stated in section 31.42 above or holders who declared in their voting paper that they have a conflict of interest as stated in section 31.42 above (in this section: "Holders with a Conflicting Interest").

31.44 Notwithstanding the provisions of section 31.43 above, if the total holdings of those participating in the vote who are not Holders with a Conflicting Interest fell below a rate of five percent (5%) of the outstanding par value of the BONDS (Series 18), the Trustee shall also take into account the votes of Holders with a Conflicting Interest in the vote tally.

Convening a Holders' Meeting for Consultation

31.45 Nothing in the provisions of sections 31.2, 31.4, 31.6, 31.14, 31.15 and 31.16 above shall derogate from the Trustee's authority to convene a holders' meeting if it saw a reasonable need for consultation with them; the notice for such a meeting shall not specify agenda items, and the date of its convening shall be at least one day after the notice date.

No vote shall be held at such a meeting, no resolutions shall be passed, and the provisions of sections 35L1, 35L2, 35L3, 35L6, 35L7(b), 35L12, 35L13, 35L14, 35L20(b), 35L21, and 35L24 of the Law shall not apply to it.

.32 Applicability of Law

The Trust Deed and its appendices, including the BONDS certificate (Series 18), are subject to the provisions of the law

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Israeli. In any matter not mentioned in this deed and in any case of contradiction between the provisions of the law and this deed, the parties shall act in accordance with the provisions of Israeli law.

33. Exclusive Jurisdiction

The sole court authorized to discuss matters related to the trust deed and its appendices shall be the competent court in Tel-Aviv-Yafo.

34. General

Without derogating from the other provisions of this trust deed and of the BONDS (Series 18'), any waiver, extension, discount, silence, refraining from action (hereinafter: "waiver") on the part of the Trustee regarding the non-fulfillment or partial or incorrect fulfillment of any obligation towards the Trustee or towards the holders of BONDS according to this deed and the BOND (Series 18'), shall not be considered a waiver on the part of the Trustee of any right, but as a limited consent to the aforementioned specific waiver and only with respect to its applicability at the specific time it is given and not with respect to other times or other waivers.

Without derogating from the other provisions of this trust deed and the BOND (Series 18'), any reduction in the obligations towards the Trustee, including a waiver, as determined in this trust deed or made pursuant to it, requires obtaining the prior written consent of the Trustee and no consent shall be valid in any other manner, whether oral or by conduct, regarding such a reduction.

The section headings are for convenience only and shall not be used for the purpose of interpreting this trust deed.

Drafts and other documents exchanged between the parties prior to the signing of this trust deed shall be considered as if they were never made and shall not be used in any way as evidence or support for interpretation and/or a claim and/or in general.

The Trustee's rights under this agreement are independent and independent of each other, and come in addition to any right that exists and/or will exist for the Trustee according to law and/or another agreement.

Subject to the provisions of the law and the restrictions imposed on the Trustee by law, the fulfillment of the Trustee's role, according to this trust deed, or his very status as a Trustee, shall not prevent him from entering into various contracts with the Company or performing transactions with it in the ordinary course of his business as a Trustee.

35. Addresses

The addresses of the parties shall be as specified in the introduction to this deed, or any other address in Israel for which notice shall be given according to Section 28 above, to the other party. The addresses of the holders of BONDS shall be as stated in the register or as provided by them in a notice according to Section 28 above.

36. MAGNA Authorization

In accordance with the provisions of the Securities Regulations (Signature and Electronic Reporting) 2003, the Trustee hereby confirms to the factor authorized for this on behalf of the Company, to report electronically to the Securities Authority.

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on this trust deed.

In witness whereof, the parties have hereunto set their hands:

AFI Properties Ltd.

Signed by: Avi Barzilai and Anna Dafna

Strauss Lazar Trust Company (1992) Ltd.

Signed by: Uri Lazar

I, the undersigned Eran Podem, Adv., confirm that this trust deed by Messrs. Avi Barzilai and Anna Dafna and their signatures bind AFI Properties Ltd. in connection with this trust deed.

Eran Podem, Adv.

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AFI Properties Ltd.

BOND Certificate (Series 18')

BONDS (Series 18'), registered, bearing annual interest at a rate of 4.48%, which are not linked (principal and interest), to any linkage basis, maturing (principal) in 6 unequal annual installments, the principal amounts of which shall be paid, according to the following distribution: (a) 10% of the principal of the BONDS (Series 18') shall be paid on November 30, 2029; (b) 15% of the principal of the BONDS (Series 18') shall be paid on November 30, 2030; (c) 15% of the principal of the BONDS (Series 18') shall be paid on November 30, 2031; (d) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2032; (e) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2033; and (f) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2034.

BONDS (Series 18') registered

Number ____

Par value ____ NIS

The payments on account of the principal of the BONDS (Series 18') shall be paid to the persons whose names are registered in the Register on the "Record Date" for the purpose of determining eligibility for redemption or interest (namely - November 24), and the payments on account of interest for the BONDS (Series 18') shall be paid to the persons whose names are registered in the Register on May 24 for interest payments paid on May 30, and on November 24 for interest payments paid on November 30 ("the Record Date"), all subject to the conditions detailed in the Appendix of Economic Terms of the BONDS.

The final payment of the principal and interest will be made on November 30, 2034, to the holder of the BOND (Series 18') on the payment date against the delivery of the BOND (Series 18') certificates to the Company, at the Company's registered office or at any other place notified by the Company.
BONDS are issued in accordance with the trust deed dated May 27, 2026, which was signed between the Company and Strauss Lazar Trust Company (1992) Ltd. ("the Trustee").
This BOND is one of a series of registered BONDS (Series 18'). All BONDS (Series 18') shall stand at an equal level of security among themselves (pari-passu) in connection with the Company's obligations under the BONDS and without any right of priority or preference of one over the other.
This BOND is issued subject to the conditions specified in the Appendix of Economic Terms of the BONDS (Series 18') to the BOND, to the conditions specified in the trust deed and the shelf offering report (as defined in the trust deed).
Signed with the Company's seal stamped on ____

AFI Properties Ltd.

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Appendix

The Economic Terms of the BONDS (Series 18')

1. General

1.1 In this BOND, the expressions in Section 1.5 of the trust deed shall have the meaning set forth alongside them, unless expressly stated otherwise.

1.2 This BOND is one of a series of registered BONDS (Series 18'). The BONDS (Series 18') of Series 13' shall stand at an equal level of security pari-passu, among themselves in connection with the Company's obligations under the BONDS (Series 18') and without any right of priority or preference of one over the other in relation to the amounts due.

1.3 The terms of the BONDS (the Economic Terms of the BONDS (Series 18')) are an integral part of the provisions of the trust deed and the provisions of the trust deed shall be seen as if they were explicitly included in the terms of these BONDS. In any case of contradiction between what is stated in the BOND and what is stated in the trust deed, the provisions of the trust deed shall prevail.

This BOND is in the par value of ____ NIS.

This BOND is maturing in 6 unequal annual installments, as detailed in Section 2 below, and it bears a fixed interest at an annual rate as stated in Section 3 below. The principal of the BONDS and the interest thereon are not linked to any linkage basis. In accordance with the TASE Regulations and guidelines, the linkage method (absence of linkage) will not be changed throughout the entire period of the BONDS.

2. Principal Maturity Date of the BONDS

The principal of the BONDS (Series 18') shall be repaid in 6 unequal annual installments, the principal amounts of which shall be paid, according to the following distribution: (a) 10% of the principal of the BONDS (Series 18') shall be paid on November 30, 2029; (b) 15% of the principal of the BONDS (Series 18') shall be paid on November 30, 2030; (c) 15% of the principal of the BONDS (Series 18') shall be paid on November 30, 2031; (d) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2032; (e) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2033; and (f) 20% of the principal of the BONDS (Series 18') shall be paid on November 30, 2034.

The interest that will be paid for the BONDS (Series 18') will be a fixed rate interest as stated in Section 3 below.

3. The Interest

3.1 The principal of the BONDS (Series 18') shall bear interest at a fixed rate determined in the auction as stated in the first offering report of BONDS (Series 18') (subject to adjustments in the interest rate due to changes in the rating of the BONDS and/or due to non-compliance with the financial covenants, as stated in Section 3.6 and Section 3.7, as applicable, below).

3.2 The first interest period of the BONDS (Series 18'), the interest rate for the first interest period of the BONDS (Series 18') (as defined below), the semi-annual interest rate

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annual and the annual interest rate on the basis of which it is determined, and will be specified in the report to be published by the Company regarding the tender results regarding the interest rate.

3.3 The interest rate to be determined for the BONDS (Series 18) will be an annual rate.

3.4 Interest payments on the outstanding balance of the BONDS (Series 18) shall be paid in semi-annual installments on May 30 of each of the years 2027 to 2034 (inclusive) and on November 30 of each of the years 2026 to 2034 (inclusive) (where the first payment will apply on November 30, 2026 and the last payment will apply on November 30, 2034) for the period beginning on the first day after the previous payment date as stated and ending on the payment date (inclusive) (hereinafter: "Interest Period"), except for the first interest period to which the following shall apply.

The semi-annual interest rate shall be equal to half of the annual interest rate as determined in the public tender regarding the interest rate divided by two. The first interest payment of the BONDS (Series 18) will be paid on November 30, 2026 for the period beginning on the clearing date of the issuance proceeds (the day the securities subscriber was charged for the issuance proceeds) (as determined in the first offer report of the BONDS (Series 18)) and ending on the first interest payment date (i.e., on November 30, 2026) (hereinafter: "First Interest Period"), calculated on the basis of 365 days per year, according to the number of days in the said period and will be reported together with the issuance results.

3.5 The last interest payment on the BONDS (Series 18) principal shall be paid together with the last payment on the account of the BONDS (Series 18) principal and will be made on November 30, 2034, against the delivery of the BONDS (Series 18) certificates to the Company.

3.6 Adjustment mechanism for change in the interest rate as a result of a change in the BONDS rating

"The Base Rating" - A+ rating (on the Maalot rating scale) or an equivalent rating in another rating agency.

3.6.1 In the event of a downgrade of two rating notches of the BONDS below the Base Rating, the interest rate on the outstanding BONDS shall be updated so that an addition of 0.5% shall be added to the annual interest rate on the outstanding balance of the BONDS (as it will be at that time), and in the event of each additional single downgrade notch (beyond the downgrade of two rating notches as mentioned above), the interest rate on the outstanding BONDS shall be updated so that an addition of 0.25% shall be added to the annual interest rate on the outstanding balance of the BONDS (as it will be at that time) (i.e., an addition of 0.75% in the event that the reduced rating is 3 notches below the Base Rating, and an addition of 1% in the event that the reduced rating is 4 notches below the Base Rating). For the avoidance of doubt, it is clarified that for a downgrade of one rating notch of the BONDS below the Base Rating, no additional interest shall be paid.

It is clarified that in the event that there is more than one rating agency, the provisions of this section shall apply regarding the lowest rating among the rating agencies, and in any case, no additional interest shall be paid for downgrades

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in rating notches relative to more than one rating agency. That is, there shall be no doubling of interest rate additions due to a rating downgrade in more than one rating agency.

Notwithstanding the above, the maximum addition for rating downgrades shall not exceed, cumulatively, a rate of 1% (one percent).

In the event that after said interest increase the Company's rating rises, for each upgrade in a rating notch and up to the Base Rating, the annual interest rate for the outstanding balance of the BONDS shall be updated so that a rate of 0.25% for each rating notch shall be reduced from the said increased interest rate, and this up to the Base Rating.

It is hereby clarified that in any case the annual interest rate of the BONDS shall not be reduced below the annual interest rate determined in the tender of the BONDS. It is further clarified that if the BONDS rating exceeds the Base Rating, this will have no effect on the interest the BONDS bear at that time.

3.6.2 No later than the end of one business day from receipt of the rating agency's notice regarding the change in the BONDS rating as stated, the Company shall publish an immediate report stating: (a) the rating change, the updated rating and the commencement date of the BONDS rating at that rating (hereinafter in this Section 3.6: "Rating Update Date"); (b) the updated annual interest rate, if updated, that the BONDS principal balance shall bear for the next interest period (i.e., the one beginning immediately after the period during which the relevant change in rating occurred); (c) the annual interest rate and the annual interest rate for the period that the BONDS principal balance shall bear relative to the following periods, as long as the terms of the BONDS determine that the interest thereon shall be paid on more than one date per year.

3.6.3 It is clarified that no additional interest shall be received for the period from the date of the rating downgrade until the end of the interest period during which the BONDS rating was downgraded, and that the interest will not be reduced back for the period from the date of the rating upgrade back to any grade until the end of the interest period during which the BONDS rating was upgraded. For example, if the interest period is from March to September, and in May of a certain year a rating change occurs which entails an increase or decrease in the interest rate according to the conditions detailed above, no change (increase or decrease) in the interest rate shall apply until the end of September of that year, and the change in the interest rate will take place only from the beginning of October of that year.

It is further clarified that in any case of a change in interest as a result of a change in rating as stated in this section, no change shall occur in the payment dates (principal or interest) or on the record date of the BONDS.

In the event of an update of the BONDS rating by a rating agency, in a manner that will affect the interest rate the BONDS shall bear as stated in this section above, the Company shall notify the Trustee within one business day from the date of publication of the immediate report as stated. It is clarified that a notice of the Company via the MAGNA system shall constitute notice to the Trustee, and it will be seen as a notice delivered to the Trustee on the date of publication of the immediate report.

3.6.4 To the extent the BONDS cease to be rated at all (i.e., they will not be rated even by one rating agency) for a reason dependent on the Company before their final repayment, as stated in Section 11.1.7 of the Trust Deed, the cessation of rating shall be considered as a downgrade of the BONDS, as stated in Section 3.6.1 above, this starting from the end of the period set in Section 11.1.7 of the Trust Deed, and the Company shall publish an immediate report no later than one trading day from the date the Company became aware of the said cessation of rating, detailing the circumstances that led to the said cessation of rating. In such a case, the interest rate shall be updated so that the maximum addition as stated in Section 3.6.1 above shall be added to it, and the Company shall act in accordance with the provisions of Section 3.6.1 above. It should be emphasized that nothing in this section shall prevent the calling of the BONDS for immediate repayment as stated in Section 11.1.7 of the Trust Deed.

3.6.5 It is clarified that the replacement of a rating agency (if and to the extent the Company decides to replace it) will not affect the interest rate as stated in Section 3.6.1 above, and the provisions of this Section 3.6 shall not apply in any case, provided that the rating given by the new rating agency is a rating equivalent to the rating of the original rating agency at the time of replacement.

3.6.6 For the avoidance of doubt, it is clarified that a change in the rating outlook of the BONDS will not entail a change in the interest the BONDS shall bear, as stated in this section above.

3.6.7 It is clarified that in the event that more than one rating is determined for the BONDS, the lowest of the BONDS ratings as stated shall be considered the determining rating for the purposes of the Trust Deed. It is further clarified that if the BONDS rating exceeds the BONDS rating at the time of the first issuance of the BONDS, this shall not affect the interest that the BONDS bear at that time.

3.7 Adjustment mechanism for change in the interest rate as a result of a deviation from a financial covenant

3.7.1 In the event of any deviation from a financial covenant (as defined in Section 3.7.4 below), the interest rate on the outstanding BONDS shall be updated so that a one-time addition at a rate of 0.25% shall be added to the annual interest rate for the outstanding balance of the BONDS (for each deviation from a financial covenant and up to 0.5% for a deviation from each of the two financial covenants, this starting from the date of publication of the latest financial reports from which the said deviation arises (hereinafter in this Section 3.7: "Deviation Commencement Date") and until the date of publication of the financial reports according to which the deviation ceased to exist (hereinafter in this Section 3.7: "Correction Date" and "Interest Addition for Deviation from a Financial Covenant", respectively).

3.7.2 No later than the end of one business day from the Deviation Commencement Date or from the Correction Date, as the case may be, the Company shall publish an immediate report (hereinafter in this Section 3.7: "Update Report") stating: (a) the existence of the deviation from a financial covenant or the correction and their dates, as the case may be; (b) the precise interest rate that the BONDS principal balance shall bear for the period from the beginning of the current interest period until the Deviation Commencement Date or the Correction Date, as the case may be (the interest rate will be calculated on the basis of 365 days per year) (hereinafter, in this sub-section: "Original Interest" and "Original Interest Period", respectively); (c) the precise interest rate that the BONDS principal balance shall bear for the period from the Deviation Commencement Date or the Correction Date, as the case may be, until the next actual interest payment date, i.e., the Original Interest with the addition or deduction, as the case may be, of the rate of

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change in the interest per year (the interest rate will be calculated on the basis of 365 days per year) (hereinafter: "Updated Interest"); (d) the weighted interest rate that the Company will pay to the BONDS holders on the next interest payment date, resulting from the stated in sub-sections (b) and (c) above; (e) the annual interest rate reflected as a result of the said weighted interest rate; (f) the annual interest rate and the annual interest rate for the period that the BONDS principal balance shall bear relative to the following periods (the interest for the period will be calculated as an annual interest divided by 2).

3.7.3 Notwithstanding the above, if the Update Report according to Section 3.7 above is published on a date that falls starting from four (4) days before the record date for any interest payment (due to the commencement of a deviation from a financial covenant or whether due to its correction) and ends on the interest payment date closest to the said record date (hereinafter in this Section 3.7: "Deferral Period"), the Company shall pay to the holders of the BONDS (Series 18) on the next interest payment date the Original Interest (as defined in Section 3.7.2 above) only, while the interest rate resulting from the interest addition in a rate equal to the additional interest rate per year during the Deferral Period shall be paid on the next interest payment date. The Company shall notify in an immediate report the precise interest rate for payment on the next interest payment date.

3.7.4 Nothing in the above shall derogate from any authority of the Trustee, including for convening a meeting whose agenda includes any topic that the Trustee believes should be discussed and decisions made regarding it for the protection of the rights of the BONDS holders. In particular, the Trustee shall be entitled to convene a meeting of holders for the purpose of discussing an extension or any other topic even if another decision was made by the urgent representation and in such a case the decision of the general meeting of the BONDS holders shall prevail.

"Deviation from a Financial Covenant" for the purpose of this Section 3.7 means, in the event that: (1) equity (consolidated) to balance sheet ratio (as defined in the Trust Deed) shall decrease below a rate of 22%; (2) debt to CAP (consolidated) ratio (as defined in the Trust Deed) shall exceed a rate of 70%, as the case may be.

Failure to meet a financial covenant on the examination date according to the financial reports for examination (as this term is defined in Section 8.1.1(c) above) shall constitute a deviation from a financial covenant, and the date of publication of the financial reports shall constitute the Deviation Commencement Date or the Correction Date, as the case may be (as these terms are defined above).

3.7.5 For the avoidance of doubt, it is clarified that subject to the above, additional interest payments as a result of a rating downgrade as stated in Section 3.6 above and/or as a result of a deviation from a financial covenant as stated in this Section 3.7 above, are cumulative and not dependent on each other and up to a maximum ceiling of 1.5%. That is, in any case the total cumulative maximum interest addition rate as a result of a rating downgrade as stated in Section 3.6 above and/or as a result of a deviation from a financial covenant (for each of the financial covenants) as stated in this Section 3.7 above shall not exceed cumulatively 1.5% above the annual interest rate determined in the tender. Therefore, if a rating downgrade occurs and additionally the Company deviates from a financial covenant (one or more), the holders of the BONDS (Series 18) shall be entitled to an increase in the interest rate as detailed above, provided that the annual interest addition shall not exceed 1.5%. That is, even in a scenario where the BONDS (Series 18) are not rated at all (i.e., they will not be rated even by one rating agency) and the Company does not meet the standards...

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financial covenants, and everything at the same date, the holders of the BONDS (Series 18) shall be entitled to an interest addition at a rate of 1.5% only.

3.7.6 In the event that after a deviation from a financial covenant occurred in a manner that affected the interest rate that the BONDS (Series 18) shall bear as stated above, the financial covenants are updated in a way that the deviation from the financial covenant ceases to exist, then the interest rate paid by the Company to the holders of the BONDS (Series 18) shall decrease at the relevant interest payment date, for the period in which the Company met its obligations, such that the interest rate that the outstanding balance of the principal of the BONDS (Series 18) shall bear will be the interest rate determined in the auction, as the Company will publish in an immediate report regarding the results of the offering, without any interest addition (subject to the provisions of Section 3.6 above). In such a case, the Company shall act in accordance with the provisions of Sections 3.7.1 and 3.7.2 above, with the necessary changes arising from the fact that the deviation from the financial covenant has ceased to exist.

3.7.7 It is hereby clarified that in any case, the annual interest rate of the BONDS shall not be reduced below the annual interest rate determined in the auction for the interest rate of the BONDS.

4. Principal and Interest Payments of the BONDS

4.1 Payments on account of the principal of the BONDS (Series 18) shall be paid to the persons whose names are registered in the register on the "Record Date" for the purpose of determining entitlement to redemption or interest (i.e. - November 24), and payments on account of interest for the BONDS (Series 18) shall be paid to the persons whose names are registered in the register on May 24 for interest payments paid on May 30, and on November 24 for interest payments paid on November 30 ("Record Date").

4.2 It is clarified that anyone not registered on the Record Date in the Company's register of BONDS (Series 18) shall not be entitled to interest payment for the interest period beginning before that date.

4.3 In any case where the payment due date for principal and/or interest falls on a day that is not a business day, the payment date shall be postponed to the first following business day, without additional payment, and the "Record Date" for determining entitlement to redemption or interest shall not change as a result.

4.4 From any payment regarding the BONDS (Series 18), any mandatory payment shall be deducted as required by law at the relevant time.

4.5 Any payment on account of principal and/or interest, which is paid with a delay exceeding seven (7) business days from the date set for its payment according to the terms of the BONDS as stated, for reasons depending on the Company, shall bear default interest (as defined below) from the date set for its payment until the actual date of payment. In this regard, default interest means an annual interest at the rate of interest of the BONDS as determined in the auction for the interest rate of the BONDS (Series 18) or the updated interest according to the provisions of Sections 3.6 and 3.7 above, plus 4%. In case of payment delay as stated above, the Company shall announce the exact interest rate to be paid, and the payment date, in an immediate report two (2) trading days before the actual payment date.

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4.6 Payment to those entitled shall be made by checks or by bank transfer to the credit of the bank account of the persons whose names are registered in the BONDS register (Series 18) and as specified in the details provided in writing to the Company in advance, in accordance with the provisions of Section 4.9 below. If the Company is unable, for any reason not depending on it, to pay any amount to those entitled to it, the provisions of Section 5 below shall apply.

4.7 A holder of a BOND (Series 18) shall notify the Company of the bank account details for credit in payments to that registered holder according to the BOND (Series 18), as stated above, or of a change in the details of said account or his address, as applicable, in a notice sent by registered mail to the Company. The Company shall be obliged to act according to the registered holder's notice regarding such change after fifteen (15) business days from the day the registered holder's notice reached the Company.

4.8 If a registered holder of a BOND (Series 18) entitled to payment as stated did not provide the Company with details regarding his bank account in advance, any such payment shall be made by check sent by registered mail to his last address registered in the BONDS (Series 18) holders' register. Sending a check to a registered beneficiary 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 dispatch by mail as stated, provided it is paid upon proper presentation for collection.

4.9 From any payment regarding the BONDS (Series 18), any mandatory payment shall be deducted as required by law.

5. Avoidance of payment for reasons depending on the Company

Regarding avoidance of payment for reasons not depending on the Company, the provisions of Section 18 of the Trust Deed shall apply.

6. Splitting of BOND (Series 18) certificates and their transfer

The BONDS (Series 18) are transferable for any par value amount provided it is in whole New Israeli Shekels. Any transfer of the BONDS (Series 18) shall be made according to a transfer deed drafted in the accepted format for share transfers, duly signed by the registered owner or his legal representatives, as well as by the transferee or his legal representatives, which shall be delivered to the Company at its registered office along with the BOND (Series 18) certificates transferred thereunder, and any other reasonable proof required by the Company to prove the transferor's right to transfer them.

6.1 Subject to the above, procedural provisions included in the Company's articles of association regarding the method of share transfer shall apply, with the necessary changes as applicable, regarding the method of transfer of the BONDS (Series 18) and their assignment.

6.2 If any mandatory payment applies to the transfer deed of the BONDS (Series 18), reasonable evidence of its payment shall be provided to the Company by the transfer applicant.

6.3 In the event of a transfer of only part of the par value principal amount of the BONDS (Series 18) in this certificate, it shall first be split according to the provisions of Section 6.7 below. The certificate into several BOND (Series 18) certificates as necessitated, such that the sum of all par value principal amounts in them shall equal the par value principal amount of said BOND (Series 18) certificate.

6.4 After fulfillment of all these conditions, the transfer shall be recorded in the register, and all terms detailed in the Trust Deed and this BOND (Series 18) shall apply to the transferee.

6.5 All expenses and fees involved in the transfer shall apply to the transfer applicant.

6.6 For BONDS (Series 18) registered in the name of one holder, one certificate shall be issued to him, or at his request, several certificates shall be issued to him (the certificates mentioned in this section shall hereinafter be called: "the Certificates").

6.7 Any BOND (Series 18) certificate is splittable into several BOND (Series 18) certificates whose total par principal equals the par principal 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 made against delivery of said BOND (Series 18) certificate to the Company at its registered office for the purpose of performing the split. All expenses involved in the split, including taxes and levies, if any, shall apply to the split applicant.

Early Redemption

Regarding early redemption of the BONDS (Series 18), the provisions of Section 10 of the Trust Deed shall apply.

Purchase of the BONDS

Regarding purchase of the BONDS (Series 18) (including self-purchase and purchase by a related holder), the provisions of Section 4 of the Trust Deed shall apply.

Waiver; Settlement and Changes in BOND Terms

Regarding waiver, settlement and changes in the terms of the BONDS (Series 18), the provisions of Section 29 of the Trust Deed shall apply.

BONDholders Meetings

Regarding general meetings of BONDholders (Series 18) to be convened and conducted accordingly, the provisions of Section 31 of the Trust Deed shall apply.

Immediate Repayment

Regarding immediate repayment of the BONDS (Series 18), the provisions of Section 11 of the Trust Deed shall apply.

Notices

Regarding notices, the provisions of Section 28 of the Trust Deed shall apply.

Receipts as Proof

Without derogating from any other term of the BONDS (Series 18), a receipt signed by any holder of this BOND (Series 18) shall constitute proof of full settlement of any payment made by the Company in respect of the BOND (Series 18).

Replacement of BOND Certificates
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In the event that a BOND (Series 18) certificate is worn out, lost, or destroyed, the Company shall be entitled to issue a new BOND (Series 18) certificate in its place, under the same conditions regarding proof, indemnity, and coverage of reasonable expenses incurred by the Company for clarification regarding the ownership right of the BONDS (Series 18), as the Company sees fit, provided that in case of wear, the worn-out BOND (Series 18) certificate is returned to the Company before the new certificate is issued. Levies and other expenses involved in issuing the new certificate, as applicable, shall apply to the applicant for said certificate.

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Appendix 23 Trustee's Fee and Expenses Reimbursement

The Company shall pay a fee to the Trustee for its services, in accordance with the Trust Deed, as detailed below:

For each trust year, a total of NIS 25 thousand ("the Annual Fee").
The Annual Fee shall be paid to the Trustee at the beginning of each trust year, within 30 days from the date of issuance of the payment demand by the Trustee. The Annual Fee shall be paid to the Trustee for the period until the end of the trust period according to the terms of the Trust Deed, even if a receiver and/or a managing receiver is appointed for the Company and/or if the trust according to the Trust Deed is managed under court supervision.
If the Trustee's term of office expired, as stated in the Trust Deed, the Trustee shall not be entitled to payment of its fee starting from the day of expiration of its term. If the Trustee's term expired during the trust year, the fee paid for the months in which the Trustee did not serve as a Trustee for the Company shall be returned. The provisions of this section shall not apply to the first trust year.
The Trustee is entitled to reimbursement for reasonable expenses incurred in the framework of fulfilling its role and/or by virtue of the powers granted to it under the Trust Deed, including for expenses and costs for summoning and convening holders' meetings, expenses for deliveries and travel, publications in the press, provided that for expert opinion expenses, as detailed in the Trust Deed, the Trustee shall provide advance notice of its intention to receive an expert opinion.
In the event of an expansion of the BONDS series (Series 18'), a supplement to the annual fee of NIS 5 thousand shall be paid to the Trustee for each expansion.
For special work, including for actions that the Trustee must perform to fulfill its legal duty, as well as those arising from a breach of the Trust Deed and/or for actions the Trustee must perform in connection with calling the BONDS (Series 18') for immediate repayment and/or actions in connection with a resolution of the BONDS holders' meeting to call the BONDS for immediate repayment, and commitments, and/or for special actions required to be performed, if required, for the purpose of fulfilling its role in connection with the rights of the BONDS holders and to protect them including according to the Trust Deed, including convening BONDS holders' meetings and participation in them, as well as for work required due to a change in the company structure and work required due to a change in the law according to which the Trustee is required to perform actions and/or checks and/or prepare financial reports - an additional fee in the amount of NIS 600 per hour of work shall be paid. For each shareholders' meeting or BONDS (Series 18') holders' meeting in which the Trustee takes part, an additional fee of NIS 600 per session shall be paid to the Trustee, beyond the hourly charge.
The above amounts do not include reimbursement of expenses and VAT by law. The amounts shall be paid no later than 15 days from the date of demand.
This appendix is based on the agreement that the BONDS (Series 18') which will be issued under the shelf offering report will be issued without collateral. However, in the event that any collateral is granted to the BONDS (Series 18') holders, then the Trustee's fee will be agreed upon in accordance with the scope of hours required to be dedicated to the trust.

The BONDS (Series 18') holders shall participate in financing the Trustee's fee and reimbursement of its expenses in accordance with the provisions of the indemnity section in section 27 of the Trust Deed.
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In the event that the Company is supposed to pay the Trustee payment for its fee expenses and/or payment for reasonable expenses incurred and/or for special actions it must perform or has performed as part of fulfilling its role and/or by virtue of the powers granted to it under this deed, if and to the extent these occur, and the Company has not done so, the Trustee shall be entitled to pay all these amounts from the proceeds accumulated in its hands in accordance with what is stated in section 12 and 13 of the Trust Deed, provided that it notified the Company of its intention to do so in writing and in advance.
All amounts specified above are linked to the Consumer Price Index known on the date of the series issuance, but in any case, an amount lower than the amounts specified in this section shall not be paid.
All amounts specified in the offer shall enjoy priority over the funds due to the BONDS holders.

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AI assistant

AFI Properties Ltd. — Capital/Financing Update 2026

6624_rns_2026-06-01_e20129c7-2dcb-4777-b8ad-e25aa240c693.pdf

Trust Deed

Between:

And:

Whereas:

And whereas:

And whereas:

And whereas:

And whereas:

And whereas:

And whereas:

And whereas:

2. Issuance of BONDS; Issuance Terms; Equal Rank

Appointment of the Trustee

Entry into Force of the Term: Term of Office; Expiration of Office; Resignation; Dismissal; Duties of the Trustee; Powers of the Trustee

Entry into Force of the Term

Term of Office; Expiration of Office; Resignation; Dismissal

Duties of the Trustee

Powers of the Trustee

4. Purchase of BONDS (Series 18') by the Company or by Related Holders

5. Issuance of BONDS of New Series and Series Expansion

5.1 Issuance of BONDS of New Series

5.2 Series Expansion

5.2.1

5.2.2

.7 Non-securing of the BONDS (Series 18')

8. The Company's obligations towards the holders of BONDS

8.1.1 Financial Covenants and dividend distribution

A. Equity to Balance Sheet Ratio

Equity (Consolidated) to Balance Sheet Ratio

B. Debt to CAP Ratio

C. Examination of Financial Covenants and their breach

8.2 Negative Floating Charge

9. Rating of the BONDS

10. Early Redemption

10.1 Early Redemption due to Delisting from the Stock Exchange

10.2 Early Redemption at the Company's Initiative

.11 Immediate Repayment and/or Realization of Collateral (if any)

12. Claims and Proceedings by the Trustee

13. Order of Priorities in Debt; Distribution of Proceeds

14. Authority to Demand Financing

19. Investment of Funds

20. Urgent Representation for the BONDS Holders

Appointment: Term of Office

Authority

Company Obligations Regarding the Representative Body

Liability

21. Confidentiality

22. Reporting by the Trustee

23. Trustee's Fee and Expense Coverage

24. Constant Safety Cushion for Covering Company Indemnification Obligations and for Depositing Financing Cushions

25. Liability and Reliance

27. Indemnification

27.3 The Indemnification Obligation:

.31 Meetings of BONDS Holders

Summoning a Meeting

Defects in Summoning

Notice of Summoning a Meeting

Agenda at the Meeting

Place of Meeting Convening

The Record Date for Ownership of BONDS

Chairman of the Meeting

Quorum: Adjourned or Continued Meeting

Resolutions

Voting and Actions via Proxy/Representative

Contacting BONDS holders (Series 18)

Conflict of Interest Examination

Convening a Holders' Meeting for Consultation

.32 Applicability of Law

33. Exclusive Jurisdiction

34. General

35. Addresses

36. MAGNA Authorization

In witness whereof, the parties have hereunto set their hands:

AFI Properties Ltd.

BOND Certificate (Series 18')

BONDS (Series 18') registered

Appendix

AFI Properties Ltd. Capital/Financing Update 2026