Azrieli Group — M&A Activity 2026

Jan 23, 2026

{0}------------------------------------------------

January 23, 2026

To: To:

Israel Securities Authority Tel Aviv Stock Exchange Ltd. Via the MAGNA system Via the MAGNA system

Dear Sir/Madam,

Re: Immediate Report Regarding Entering into a Detailed Agreement for the Purchase of Rights in a Solar Facility Combined with Storage

And Principles for the Purchase of Discounted Green Electricity for the Long Term

Further to the immediate reports of Azrieli Group Ltd. (the Company) ¹ regarding entering into a memorandum of principles for the purchase of rights in a solar facility combined with storage and for the purchase of green electricity for the long term with Shikun & Binui Energy Ltd. (Shova), as well as extensions of the deadline for signing a detailed agreement, the Company is pleased to update that on January 22, 2026, the detailed agreement was signed with Shova (the Detailed Agreement), the main points of which are summarized below:

• 1. According to the Detailed Agreement, the Company will join as a partner in the project for the construction of a solar facility with an expected output of approximately 112 MW (DC), including the integration of energy storage components with an expected effective capacity of approximately 784 MWh, in the Ramat Beka area, over approximately 848 dunams (the Project or the Facility), which is in the initiation stages, and the target date under the agreement for its commercial operation is in the rst quarter of 2029, through the sale by Shova to the Company of 50% of the rights in the Project. DC
• 1. In consideration for the sale of 50% of the rights in the Project, Shova will be entitled to receive an amount equal to half of the total initiation costs that Shova has incurred in connection with the Project to date, totaling approximately NIS 28.5 million plus a premium, as well as additional consideration in amounts that are not material to the Company, all according to mechanisms agreed between the parties, and subject to the conditions, timelines, and milestones set forth in the Detailed Agreement.
• 1. The transaction and advancement of the Project will initially be executed through the establishment of a joint steering committee that will manage the Project and in which decisions will be made unanimously. Subsequently (after the transfer of the Project, including rights in the land, to a special limited partnership currently wholly owned by Shova; the Joint Entity) – through the Joint Entity (in which holdings, as well as in its general partner, will be split 50% each between the Company and Shova) and in which decisions will also be made unanimously.
• 1. The Detailed Agreement includes customary provisions, among others, regarding scenarios where either party's holdings differ from 50% each, regarding the provision of equity required for the Project, regarding the assignment of rights in the Joint Entity, and regarding dealing with deadlock situations (Dead Lock). Dead Lock
• 1. The Detailed Agreement further stipulates that the Company and Shova shall equally bear the costs, expenses, provision of guarantees, provision of the required equity, and risks associated with the development, construction, and operation of the Project, as well as being equally entitled to the Project's prots. In addition, Shova will provide the Joint Entity with project management services during the initiation stage and ongoing management services (Asset Manager) during the operation period, in exchange for additional payments to Shova, which will be determined by the parties upon completion of the nancing for the Project. Asset Manager
• 1. Near the date of completion of the nancing for the Project or at another date to be agreed upon by the parties, the Joint Entity and a wholly owned subsidiary of Shova, which is a licensed virtual electricity supplier (the Supplier), will sign an agreement under which the Joint Entity will provide

¹ See the Company's reports from May 26, 2025, September 21, 2025, November 23, 2025, and January 1, 2026 (reference numbers: 2025-01-036963, 2025-01-070863, 2025-01-090180, and 2026-01-000072, respectively).

{1}------------------------------------------------

2024-06-14

The joint corporation will provide to the supplier and sell to the supplier, and the supplier will purchase from the joint corporation, all the available certicates² issued for the project and all rights related to the green certicates or entitlement to benets for emission reduction and any other similar benet attributed to the project (the green benets)³, in consideration for payment and according to the principles detailed in the detailed agreement, from the time the available certicates are attributed to the supplier after the commercial operation of the facility until the earlier of 20 years have passed or the end of the project's operation period (the Available Certicates Agreement).

1. Additionally, simultaneously with the signing of the Available Certicates Agreement, an agreement will be signed between the supplier and the company or its nominee for the supply of electricity to various facilities and assets of the company, sourced among other things from the facility, at a mutually agreed discount to the generation component rate in the TAOZ⁴, including as a result of the available certicates to be purchased by the supplier according to the Available Certicates Agreement as detailed above (the Electricity Supply Agreement). The period of the Electricity Supply Agreement will be identical to that of the Available Certicates Agreement. Under the terms of the Electricity Supply Agreement, the company will be entitled to all the green benets in accordance with the mechanisms determined in the agreement⁵.

It is also determined in the detailed agreement that regarding an interim period that will begin at the earliest in January 2027 (and may be later for each specic facility or asset of the company) and will end upon commencement of electricity supply under the Electricity Supply Agreement or on December 31, 2032, whichever is earlier (applicable to all the facilities), the company will be entitled to receive electricity from the supplier at a mutually agreed discount to the generation component rate in the TAOZ, sourced from other projects of Shuva⁶.

1. The entry into force of the detailed agreement is subject to suspensive conditions typical for similar transactions, primarily the receipt of approval from the Competition Authority. In addition, the agreement stipulates that if, for the continuation of the collaboration, the parties are required to obtain approvals from the Israel Land Authority and/or the Competition Authority, and such approvals are not obtained, then the agreement will be terminated, Shuva will resume holding full rights in the project, and the consideration paid by the company as detailed in Section 2 above, plus half of the development costs incurred by Shuva and the company in connection with the project up to the termination date, will be refunded to the company.

The company's above assessments, regarding the expected output and storage capacity of the project and its commercial operation date, are forward-looking information, as dened in the Securities Law, 1968, whose realization is uncertain and not under the sole control of the company. Such assessments may not materialize or may materialize differently from what is expected, including due to factors beyond the company's control, such as: existing or possible delays in timetables, including obtaining the permits required for the establishment of the project, delays in construction, changes in law or regulations, project deciencies, changes in consumer electricity tariffs or system costs, changes in the overall electricity consumption by consumers, and so forth, and there is no certainty as to their realization.

Respectfully,

Azrieli Group Ltd.

Signed by: Adv. Nirit Ze'evi, VP, Legal Counsel, and Corporate Secretary.

² "Available certicates" are certicates that the facility is expected to be entitled to in accordance with the decision of the Electricity Authority dated May 19, 2025, relating to the regulation of a bilateral market for generation and storage facilities connected or integrated into the transmission grid (Decision No. 71101), granting the right to purchase discounted electricity in accordance with the provisions of the regulation.

³ "Green benets" are the green certicates that serve as proof of consumption of electricity generated by renewable energy facilities, as well as entitlement to benets for emission reductions and any other similar benet attributed to the project.

{2}------------------------------------------------

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.

• ⁴ A discount compared to the generation tariff, which is part of the TAOZ (Time-of-Use tariff) set by the Electricity Authority.
• ⁵ In this context, it should be noted that a minimum threshold was set for the amount of green benets and the amount of electricity produced at renewable energy facilities that the supplier will be required to provide the company.
• ⁶ Starting from January 1, 2029, the source of the electricity will be from renewable energy generation facilities, while the company will have the right to purchase the green certicates for this electricity.

2

1/23/2026 | 6:35:42 AM