Azorim Investment Development & Construction Co Ltd. — Share Issue/Capital Change 2026

Feb 20, 2026

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Azorim Investment, Development and Construction Co. Ltd.

("the Company")

To February 20, 2026

Israel Securities Authority The Tel Aviv Stock Exchange Ltd.

www.isa.gov.il www.tase.co.il

Dear Sir/Madam,

Re: Immediate Report regarding a Material Private Placement of Shares and warrants of the Company

The Company is pleased to announce that on February 19, 2026, the Company's Board of Directors approved a private placement to investors who are among the investors listed in the First Schedule to the Securities Law, 5728-1968 (the "Offerees" and the "Securities Law", respectively), according to which the Offerees will purchase, within the framework of a private placement, 8,658,010 ordinary shares of the Company, registered in name, of NIS 1 par value each ("Company Shares" and the "Offered Shares", respectively), for a total (gross) consideration of NIS 200 million, and an allocation of 4,329,005 warrants not registered for trading will be carried out without consideration, exercisable into 4,329,005 Company Shares (the "warrants" and the "Offered warrants", respectively, and together with the Offered Shares: the "Offered securities"), all as detailed in this report below.

1. The Offerees

1.1. The Offerees are third parties, who are not related to the Company and/or its controlling shareholders, who to the best of the Company's knowledge are investors among the investors listed in the First Schedule to the Securities Law.

Following are the names of the Offerees and the quantity of securities allocated to them under this report:

#	Offeree Name	Quantity of Shares allocated to the Offeree	Quantity of warrants allocated to the Offeree
1	More Provident and Pension Ltd.	4,329,000	2,164,500
2	Yelin Lapidot Investment Portfolio Management Ltd. (for Best Invest)	121,212	60,606
3	Yelin Lapidot Provident Funds Management Ltd.	1,103,898	551,949
4	Mahog - Provident Fund Manager for Israel Electric Corporation Employees Ltd.	73,594	36,797
5	The Phoenix Israel Equities partnership	1,948,052	974,026
6	The Phoenix Insurance Company Ltd.	216,452	108,226
7	Migdal Sal Israel Equities	865,802	432,901
	Total	8,658,010	4,329,005

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1.2. The offerees 5, 6 and 7 are material shareholders (as this term is defined in Section 270(5) of the Companies Law, 5759-1999 ("Companies Law")), whose holdings in the securities of the Company will increase as a result of the completion of the private offering. For details regarding the controlling shareholders in the said offerees, see the Company's report on the holdings of interested parties, which was published on January 8, 2026 (Reference: 2026-01-003491) ("Interested Parties' Holdings Report") . 1

.2 Terms of the offered securities, their quantity, and the percentage they constitute of the Company's capital

2.1. Quantity of the offered securities and the percentage they will constitute of the Company's capital

• 2.1.1. Subject to obtaining the approvals specified in Section ⁷ below, the Company will allot to the offerees a total of 8,658,010 ordinary shares of the Company and 4,329,005 warrants not listed for trading, which are exercisable into 4,329,005 shares of the Company.
• 2.1.2. The percentage that the allotted shares will constitute of the issued capital and voting rights of the Company ("Company's Capital") immediately after their allotment is approximately 3.9391% and the percentage that the allotted shares will constitute of the Company's capital on a fully diluted basis is approximately 3.8609%.
• 2.1.3. The shares resulting from the exercise of the warrants ("Exercise Shares") will constitute, upon their exercise, approximately 1.9315% of the Company's Capital assuming only the exercise of the warrants and approximately 1.9856% of the Company's Capital on a fully diluted basis.

2.2. Terms of the offered securities

• 2.2.1. The offered shares and the Exercise Shares will be equal in their rights to the other existing shares in the Company's capital for all intents and purposes immediately upon their allotment, except for blocking rules that will apply to them as specified in Section 9 below. For details regarding the rights associated with the Company's shares, see the Company's articles of association as published on July 7, 2023 (Reference No.: 2013-01-086808).
• 2.2.2. In accordance with the TASE Regulations and directives of The Tel Aviv Stock Exchange Ltd. ("TASE") the offered shares and the Exercise Shares shall be registered in the name of Mizrahi Tefahot Registration Company Ltd.

2.2.3. Terms of the offered warrants

2.2.3.1. The Company will allot to the offerees, without consideration, a total of 4,329,005 warrants, not listed for trading on the TASE, which are exercisable on any TASE trading day, starting from the date of their allotment, and for a period of two years ("Exercise Period"). Notwithstanding the above, no exercise of the warrants will be carried out on the record date for the distribution of bonus shares, for an offering by way of rights, for dividend distribution, for capital consolidation, for capital split, or for capital reduction (each of the above shall be hereinafter referred to as: a "Corporate Event"), and no such exercise shall be carried out on the ex-day of a Corporate Event if it falls before the record date of a Corporate Event.

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

It is clarified that the holdings of The Phoenix Israeli Equity Partnership are included in the Company's reports under the holdings of The Phoenix Finance Ltd. (provident and pension), and the holdings of Migdal Israeli Equity Index are included in the Company's reports under the holdings of Migdal Insurance and Financial Holdings Ltd. (participating). For details, see the Interested Parties' Holdings Report. 1

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• 2.2.3.2. Each warrant is exercisable into one share of the Company, subject to adjustments as detailed in Section 2.2.3.6 below, against cash payment of the exercise price in the amount of 3,000 agorot per warrant. The exercise price will not be linked to any index.
• 2.2.3.3. ^A warrant that is not exercised until the end of the exercise period will expire and be canceled, and the holder thereof shall have no right or claim whatsoever.
• 2.2.3.4. The warrants will not be registered for trading on any stock exchange.
• 2.2.3.5. The offerees shall not be entitled to assign and/or transfer and/or pass their rights and obligations under the warrants without the prior written consent of the Company. The Company shall recognize only the ownership of the person in whose name the warrant was registered in the warrants register, and the Company shall not be required to register in the register and recognize any trust, whether express or implied, or any pledge or lien of any kind or any equitable right in connection with the warrant.
• 2.2.3.6. The exercise price of the warrants and/or the number of shares resulting from the exercise of the warrants shall be subject to adjustments as detailed below:
• A. Adjustment due to changes in capital In the event of ^a consolidation, split, or reorganization of capital or similar circumstances, the record date for the execution of which occurs before the exercise date, then the Company shall update the number of shares resulting from the exercise of each warrant allocated and/or the exercise price of the allocated warrants in a manner such that the total consideration for the exercise of the allocated warrants shall not change. In such a case, the warrant holder shall not be entitled to receive a fraction of a whole share and the resulting fractional shares shall be treated as the Company's Board of Directors deems fit.
• B. Adjustment due to distribution of bonus shares If during the exercise period the Company distributes bonus shares to its shareholders, then the rights of the offerees in the warrants shall be preserved as follows: Immediately after the record date for the distribution of bonus shares ("Record Date") the number of exercise shares that the offerees are entitled to receive upon exercise of the warrant shall increase, by adding the number and type of shares that the offerees would have been entitled to, as bonus shares, had they exercised the allocated warrant (not yet exercised) immediately prior to the Record Date. The exercise price of each warrant shall not change as a result of such addition of shares. In the event of adjustments under this section, the offerees shall not be entitled to receive a fraction of a whole share. The number of exercise shares to which the offerees are entitled shall be adjusted only in the event of a distribution of bonus shares as stated in this subsection above but not in the event of any other issuances (including issuances to interested parties). It is further clarified that the increase in the number of shares due to the distribution of bonus shares as aforesaid shall apply in practice only with respect to warrants actually exercised by the offeree.
• C. Adjustment due to issuance by way of rights To the extent that rights to purchase any securities are offered to the Company's shareholders by way of rights, the offerees' rights shall be preserved in such a way that the quantity of

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

exercise shares shall be adjusted to the benefit component in the rights issuance as it is

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Expressed in the ratio between the closing price of the share on the stock exchange on the last trading day before the "ex-rights" date and the base price to be set for the company's shares "ex-rights".

D.Adjustment for dividend distribution - Insofar as the company distributes ^a dividend, the record date for the distribution of which falls before the share exercise date, no change will be made to the number of shares to be allocated for the exercise of the warrants, but starting from the day on which the company's shares are traded ex-dividend, the exercise price of the warrants will be equal to the previous exercise price minus the gross dividend amount per share (before tax) distributed to the company's shareholders. It is clarified that in any event, the exercise price shall not be less than the minimum exercise price per share according to the TASE guidelines.

The adjustments specified above are unchangeable.

2.3.The fair value of the allocated warrants

The fair value of the offered warrants was calculated based on the Black and Scholes model, according to which the fair value of each warrant is approximately NIS 3.94, taking into account the following assumptions:

Share price of NIS 23.24 (closing price of the company's share on February 19, 2024).

Annual standard deviation of approximately 42.11%

Risk-free interest rate of 3.7%

Exercise period 2 years.

Exercise price of NIS 30 per share.

3.Details regarding the company's share capital and the rate of allocated shares out of the company's capital

As of the date of this report, the registered share capital of the company is 300,000,000 ordinary shares, and the issued share capital of the company is 211,139,953 ordinary shares, and 211,263,715 on a fully diluted basis, neutralizing the offered securities.

Below is a detail of the holdings of the offerees, the interested parties in the company, and the rest of the company's shareholders, to the best of the company's knowledge: (a) before the allocation of the offered securities according to the interested parties' holdings reports; (b) after the allocation of the offered securities: without dilution; assuming the exercise of the warrants only; and on a fully diluted basis:

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	Amount a	n the compar e offered sec	Amount and rate of holdings in the company's capital after the allocation of the offer securities
Shareholder	u	Indiluted		Fully diluted			Undiluted			Assuming exercise of warrants only			Fully diluted
Silui elloluei	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)
Chaim Hersh Friedman	139,159,383	-	65.91	139,159,383	-	65.87	139,159,383	-	63.31	139,159,383	-	62.09	139,159,383	-
Adi Dana	-	123,762	0	123,762	-	0.06	-	123,762	0	-	123,762	0	123,762	-
More Provident and Pension Ltd.	-	-	-	-	-	-	4,329,000	-	1.97	6,493,500	-	2.90	6,493,500	-
Yelin Lapidot Investment Portfolio Management Ltd. (for Batsh Invest)		-	-	-	-	-	121,212	-	0.06	181,818	-	0.08	181,818	-
Yelin Lapidot Provident Funds Management Ltd.	-	-	-	-	-	-	1,103,898	-	0.5	1,655,847	-	0.74	1,655,847	-
Mahug - Provident Fund Manager for Israel Electric Corporation Employees Ltd.	-	-	-	-	-	-	73,594	-	0.03	110,391	-	0.05	110,391	-
Phoenix Amitim Israel Shares Partnership	-	-	-	-	-	-	1,948,052	-	0.89	2,922,078	-	1.30	2,922,078	-
The Phoenix Insurance Company Ltd.	-	-	-	-	-	-	216,452	-	0.10	324,678	-	0.14	324,675	-
Migdal Sal Israel Shares	-	-	-	-	-	-	865,802	-	0.39	1,298,703	-	0.58	1,298,702	-
Phoenix Investment House Ltd Mutual Funds	4,381,815	-	2.08	4,381,815	-	2.07	4,381,815	-	1.99	4,381,815	-	1.96	4,381,815	-
Phoenix Pension and Provident Ltd.	17,966,856	-	8.51	17,966,856	-	8.50	17,966,856	-	8.17	17,966,856	-	8.02	17,966,856	-

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	Quantity and	the company's	Quantity and rate of holdings in the company's capital after the allocation of the offered se
Shareholder	No	n-diluted		Ful	ly diluted		No	Non-diluted Assuming exercise of warrants only			Ful	Fully diluted
	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)	Rate in capital	Number of shares	Restricted Share Units (RSU)
The Phoenix Investment House Ltd Market Maker	209	-	0	209	-	0	209	-	0	209	-	0	209	-
The Phoenix Finance Ltd. - Nostro	234,029	-	0.11	234,029	-	0.11	234,029	-	0.11	234,029	-	0.10	234,029	-
The Phoenix Finance Ltd. - Participating	140,856	-	0.07	140,856	-	0.07	140,856	-	0.06	140,856	-	0.06	140,856	-
Migdal Insurance and Financial Holdings Ltd Participating	11,377,805	-	5.39	11,377,805	-	5.39	11,377,805	-	5.18	11,377,805	-	5.08	11,377,805	-
Migdal Insurance and Financial Holdings Ltd Mutual Funds	3,182,059	-	1.51	3,182,059	-	1.51	3,182,059	-	1.45	3,182,059	-	1.42	3,182,059	-
Total interested parties and those related to the private allocation	176,443,012	123,762	83.57	176,566,774	-	83.58	185,101,022	123,762	84.21	189,430,030	123,762	84.52	189,553,792	-
Total public holdings	34,696,941	-	16.43	34,696,941	-	16.42	34,696,941	-	15.79	34,696,941	-	15.48	34,696,941	-
Total	211,139,953	123,762	100	211,263,715	-	100	219,797,963	123,762	100	224,126,968	123,762	100	224,250,730	-

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4. The Consideration and the Way the Consideration Was Determined

The offered shares are offered for consideration per share in the amount of 2,310 agorot and the offered warrants will be allocated without consideration. The total consideration amount stands at approximately 200,000 thousand NIS, which will be paid in cash upon completion of the issuance, and to the extent that all offered warrants are exercised, the consideration may increase by approximately an additional 129,870 thousand NIS, which will be paid at the time of exercise of the warrants.

The consideration was determined in negotiations between the Company and the offerees.

5. Interested Parties Having a Personal Interest in the Consideration

To the best of the Company's knowledge, as of the date of the report, none of the interested parties in it have a personal interest in the consideration, except for the offerees themselves.

6. Share Prices on the TASE

• 6.1. The price per share according to the allocated offered shares is 2,310 agorot.
• 6.2. The average price of the Company's share in the six months preceding the date of publication of the report is approximately 2,021.27 agorot.

The closing price of the Company's share on February 18, 2026, which is the trading day preceding the date of approval by the Board of Directors, stood at 2,352 agorot, and the closing price on February 19, 2026, which is the trading day preceding the date of publication of this report, stood at 2,324 agorot.

6.3. The ratio between the price at which the allocated shares are offered to the closing price on the TASE close to the date of publication of this report is approximately 99.398%, and the ratio between the effective price per share, taking into account the allocation of the offered warrants without consideration, to the closing price on the TASE as stated, is approximately 90.925%.

7. Approvals Required for the Execution of the Allocation of the Offered Securities

On February 19, 2026, the Company's Board of Directors approved the execution of the allocation of the offered securities subject of this immediate report.

TASE approval for the listing for trade of the offered shares and the exercise shares, which has not yet been granted.

8. Agreements Regarding the Purchase or Sale of Securities of the Company

To the best of the Company's knowledge, and after an inquiry it conducted with the offerees, there are no agreements, whether in writing or orally, between any of the offerees and a holder of the Company's shares or between the offerees and any other entity or person, regarding the purchase or sale of securities of the Company or regarding the voting rights therein.

9. Prevention or Restriction on Performing Actions in the Offered Shares

Restrictions on resale on the TASE will apply to the offered shares and/or the exercise shares according to the provisions of Section 15C of the Securities Law and the Securities Regulations (Details regarding Sections 15A and 15C of the Law), 5760-2000 (Regulation 5 of the said regulations), as follows:

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• 9.1. Offer during trading on the stock exchange of the offered shares, if six months have not yet passed since the date of allocation of the offered securities ("Absolute Lock-up Period").
• 9.2. Offer during trading on the stock exchange of the offered shares and/or the exercise shares, if six consecutive quarters have not yet passed starting from the end of the period stated in section 9.1 above ("Drip Period"), provided that in each of the said quarters during the Drip Period, one of the following occurred:
• 9.2.1. The quantity of shares offered on each trading day on the stock exchange by the offerees exceeded the daily average of the trading turnover on the stock exchange of the Company's shares in a period of eight weeks preceding the offer date;
• 9.2.2. The offered quantity of shares, in each quarter during the Drip Period, exceeded 1% of the Company's issued and paid-up capital.

"Issued and paid-up capital" - excluding shares resulting from exercise or conversion of convertible securities allocated until the offer date and not yet exercised or converted.

The provisions of this Section 9 above shall also apply to restricted shares purchased during the Absolute Lock-up Period or the Drip Period as stated, not under a prospectus and not during trading on the stock exchange.

10. Date of allocation of the offered securities

The date of allocation of the offered securities to the offerees in accordance with the allocation subject of this report will be shortly after receiving the TASE approval for the listing for trading of the offered shares and the exercise shares.

Sincerely,

Azorim Investment, Development and Construction Co. Ltd.

By: Adi Dana, Company CEO Levy Stressler, CFO

2/20/2026 | 5:40:56 AM