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. .

Oil Refineries Ltd.

("The Company")

Israel Securities Authority

www.isa.gov.il

The Tel-Aviv Stock Exchange Ltd.

www.tase.co.il

May 25, 2026

Subject: Publication of drafts for trust deeds for the BONDS (Series 17 and Series 18) - new series which the Company is examining the possibility of issuing

Further to the report dated April 28, 2026 (Ref No.: 2026-01-039074), regarding the possibility of debt raising from the public through the issuance of new series of BONDS – BONDS (Series 17) not linked to the Consumer Price Index or any currency and BONDS (Series 18) linked to the US Dollar, and their registration for trading on the Tel Aviv Stock Exchange Ltd. ("TASE"), and further to the publication of a rating report dated April 29, 2026 (Ref No.: 2026-15-039440).

The issuance of the BONDS (Series 17 and Series 18), if and to the extent issued, will be carried out through the publication of a shelf offering report by virtue of the Company's shelf prospectus published on 11.11.2024 (dated 12.11.2024, Ref No.: 2024-01-615123) ("Shelf Offering Report").

Attached to this immediate report are drafts of trust deeds for the BONDS (Series 17 and Series 18) as well as summary of terms documents. It should be emphasized that these are drafts only which may change materially. The binding version of the trust deeds and the summary of terms documents will be the version included in the Shelf Offering Report, if and to the extent published, and as long as the required approvals for its publication are received.

The structure and terms of the issuance have not yet been finalized and the issuance, if carried out, will be under terms specified in the Shelf Offering Report to be published by the Company, if published.

As of this date, there is no certainty that the issuance of the BONDS (Series 17) and/or the BONDS (Series 18) will take place and it is subject, among other things, to receiving the required approvals by law, including the approval of the Company's Board of Directors and TASE's approval for registration for trading of the BONDS (Series 17) and/or the BONDS (Series 18). Therefore, as of the date of this report, there is no certainty regarding the execution of the issuance, its timing, scope, and terms, and accordingly, nothing in this report creates any obligation of the Company to issue the BONDS (Series 17) and/or the BONDS (Series 18).

Furthermore, it should be clarified that nothing in this report constitutes a public offering and/or an invitation to purchase securities of the Company.

Respectfully,

Oil Refineries Ltd.

By Adv. Eli Murdoch

Company Secretary

Second drafts of the trust deeds for the BONDS (Series 17 and Series 18) and summary of terms documents

Draft No. 2 dated May 25, 2026

This document is only a draft of a trust deed regarding the BONDS (Series 17), which the Company is examining the possibility of issuing; this version of the trust deed may change even materially and the binding version of the said trust deed, if and to the extent the BONDS (Series 17) are indeed issued, will be the version attached to the Shelf Offering Report to be published (if and to the extent published) by the Company by virtue of the Company's shelf prospectus and its entry into force will be subject to the issuance of the BONDS (Series 17) thereunder.

Trust Deed (Series 17)

Drawn up and signed on

Between

Oil Refineries Ltd.

P.C. 52-003665-8

HaHistadrut St., Haifa

("The Company")

Of the one part;

And

Reznik Paz Nevo Trusts Ltd.

C.N. 51-368347-4

14 Yad Harutzim St., Tel Aviv

("The Trustee")

Of the second part;

	Subject	Section in the Deed
Interpretation and Definitions		1
Issuance of the BONDS		2
Purchase of BONDS by the Company and/or an Associated Person		3
Company Obligations		4
Securing the BONDS		5
Immediate Repayment and/or Realization of Collateral (if any)		6
Claims and Proceedings by the Trustee		7
Trust over Proceeds		8

	Subject	Section in the Deed
Authority to Delay Distribution of Funds		9
Notice of Distribution		10

Section in the Deed	Subject
11	Refraining from payment for reasons beyond the Company's control
12	Receipt from the bondholder
13	Applicability of Securities Law and TASE rules
14	Investment of funds
15	The Company's obligations towards the Trustee
16	Proxies
17	Other agreements
18	Trustee's fee
19	Special powers
20	Trustee's authority to employ agents
21	Indemnification for the Trustee
22	Notices
23	Changes to the trust deed, waiver and settlement
24	Register of holders
25	Expiration of the Trustee's term and appointment of a new Trustee
26	Trustee's responsibility
27	Meetings of the holders
28	Reporting to the Trustee
29	Reports on trust matters
30	Presentation of a bond to the Trustee and registration regarding partial payment
31	Governing law and jurisdiction
32	Addresses
33	Authorization for MAGNA
Section 5 of the First Appendix	General
Section 6 of the First Appendix	Principal of the BONDS (Series 17)
Section 7 of the First Appendix	Interest of the BONDS (Series 17)
Section 8 of the First Appendix	Principal and Interest payments of the BONDS
Section 9 of the First Appendix	Refraining from payment for reasons beyond the Company's control
Section 10 of the First Appendix	The bond certificates and their splitting
Section 11 of the First Appendix	Transfer of the bond

Section in the Deed	Subject
Section 12 of the First Appendix	Register of bondholders

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Subject	Section in the Deed
General Provisions	Section 13 of the First Addendum
Collateral	Section 14 of the First Addendum
Early Redemption	Section 15 of the First Addendum
Changes in the terms of the BONDS	Section 16 of the First Addendum
Receipt from the holder of the BONDS	Section 17 of the First Addendum
Replacement of the BOND certificate	Section 18 of the First Addendum
The Governing Law and Jurisdiction	Section 19 of the First Addendum
Notices	Section 20 of the First Addendum
Holders Meetings	Second Addendum
Summoning of Meetings	Section 1 of the Second Addendum
Chairman	Section 2 of the Second Addendum
Quorum	Section 3 of the Second Addendum
Adjourned Meeting	Section 4 of the Second Addendum
Voting at the Meeting	Section 5 of the Second Addendum
Minutes	Section 6 of the Second Addendum
Position Statements	Section 7 of the Second Addendum
Urgent Representation	Appendix A
Appointment ; Term of Office	Section 1 of Appendix A
Powers	Section 2 of Appendix A
The Company's Undertakings regarding the Representation	Section 3 of Appendix A
Responsibility	Section 4 of Appendix A
Confidentiality Letter	Appendix B

Whereas: And in accordance with the Company's shelf prospectus dated November 12, 2024, according to which it is possible for it to issue, among other things, series of BONDS in the manner described in this Trust Deed and in the shelf prospectus ("Shelf Prospectus");

Whereas: And the Company is considering publishing a shelf offering report or shelf offering reports according to which the Company will offer BONDS (Series XVII) and in connection therewith Standard and Poor's Maalot ("Maalot") published a rating of ilA+ for the BONDS;

Whereas: And the Company's board of directors decided to approve the issuance of BONDS (Series XVII) in the manner described in this Trust Deed;

Whereas: And the Trustee is a company limited by shares incorporated in Israel under the Companies Law, 5759-1999;

Whereas: And the Trustee declared that there is no prevention under any law or agreement for it to enter into this Trust Deed with the Company and that it meets the requirements and qualification conditions set by law to serve as a trustee for the issuance of BONDS;

Whereas: And the Company declares that it has received all the necessary approvals for the issuance of the BONDS according to any law and/or any agreement and that there is no prevention under any law and/or any agreement for it to carry out the issuance of the BONDS and/or to enter into this Trust Deed with the Trustee;

Whereas: And the Trustee has no interest in the Company (except for an interest arising from its serving as a trustee in trust deeds or trust agreements or other BONDS signed between it and the Company), and the Company has no personal interest in the Trustee exceeding the Trustee being a trustee also for the BONDS (Series XVII) of the Company;

Whereas: And the Trustee agreed to serve as a trustee for the holders of the BONDS, according to the provisions of this Trust Deed detailed below;

Therefore, it is declared, stipulated and agreed between the parties as follows:

Interpretation and Definitions

1.1. The preamble to this Trust Deed as well as the appendices and addenda to it constitute an integral part hereof.

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

1.3. In any case of contradiction between the Trust Deed and its accompanying documents, the provisions of the Trust Deed shall prevail.

1.4. For the terms detailed below, the meaning specified next to them shall apply in this Trust Deed, unless explicitly stated otherwise:

"BOND" or "BONDS" or "BOND Series" or "BONDS (Series XVII)" - BONDS (Series XVII), registered, with a par value of 1 NIS each, the terms of which are in accordance with the BOND certificate and the Trust Deed, which will be offered in accordance with the Shelf Prospectus via the Shelf Offering Report and which will be listed for trading on the TASE;

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

"Collateral" - A pledge on assets and/or guarantees and/or other undertaking intended to ensure the fulfillment of the Company's obligations under the BONDS, whether given by the Company or by any third party;

"Offering Report" or "Shelf Offering Report" - A shelf offering report of the BONDS (Series XVII), which will be made in accordance with the provisions of Section 23A(f) of the Securities Law (as defined below), and in which the specific details for that offering will be completed, in accordance with the provisions of any law, in accordance with the TASE Regulations and guidelines of the Stock Exchange, as they will be at that time and in accordance with and subject to this Deed;

"First Offering Report" - A shelf offering report under which the BONDS (Series XVII) will be first issued in accordance with the provisions of any law and in accordance with the TASE Regulations and guidelines of the Stock Exchange, as they will be at that time;

"Financial Statements" or "Financial Report" - Consolidated financial statements of the Company, reviewed or audited, as the case may be;

"Special Resolution" - A resolution passed at a general meeting of the holders of BONDS (Series XVII), at which were present, in person or by their proxies, at least two (2) holders of the BONDS who hold at least fifty percent (50%) of the outstanding balance of the par value of the BONDS, or at an adjourned meeting at which were present, in person or by their proxies, at least two (2) holders of the BONDS who hold at least twenty percent (20%) of the said par value balance, and which was passed (whether at the original meeting or at the adjourned meeting) by a majority of at least two-thirds (2/3) of all the votes of the participants in the vote, excluding abstainees.

"Ordinary Resolution" - A resolution passed at a meeting of the holders of BONDS (Series XVII) at which were present at least two (2) holders of BONDS, in person or by proxy, together holding or representing at least twenty-five (25%) of the outstanding balance of the par value of the BONDS in circulation on the record date for the meeting or an adjourned meeting of this meeting which shall be held with any number of participants; by a majority of at least fifty percent (50%) of all the votes of the participants in the vote, excluding abstainees;

"The Trustee" - The Trustee mentioned at the beginning of this agreement and/or anyone who shall serve from time to time as the trustee of the holders of the BONDS under this Deed;

"Rating Agency" - A company operating under the Credit Rating Agencies Activity Regulation Law, 5774-2014, and its regulations and approved by the Commissioner of the Capital Market at the Ministry of Finance;

"Securities Law" or "The Law" - The Securities Law, 5728-1968 and its regulations as they will be from time to time;

"Insolvency Law" - The Insolvency and Economic Rehabilitation Law, 5778-2018 and its regulations as they were from time to time;

"Holder of the BOND (Series XVII)" or "Holder" - As the meaning of a holder of debt certificates in the Securities Law;

"Register" - The register of BOND holders as stated in Section 24 of this Deed;

"Principal" - The par value of the BONDS (Series XVII);

"This Deed" or "The Trust Deed" or "This Trust Deed" - This deed including the addenda attached to it which form an integral part thereof;

"BOND Certificate" - The BOND certificate whose version appears in the First Addendum to this Deed and which will be issued as stated in Section 2 of this Deed;

"Trading Day" - Any day on which transactions are carried out on the TASE;

"Business Day" or "Banking Business Day" - A day on which most banks in Israel are open for transactions;

1.5.

In any case of contradiction between the Trust Deed and its accompanying documents, the provisions of the Trust Deed shall prevail.

1.6. In any case of contradiction between the provisions described in the Prospectus and/or in the shelf offering report in connection with this Deed and/or in connection with the BONDS, and the provisions of this Deed, the provisions of this Deed shall prevail. The Company confirms that as of this date, there is no contradiction between the provisions of the Deed and the shelf offering report.

1.7. Everywhere in this Deed where it says "subject to any law" (or a similar expression), it means subject to any law that is not derogable.

1.8. Anything stated in this Deed in the plural also includes the singular and vice versa, and anything stated in the masculine gender also includes the feminine gender and vice versa, and anything stated regarding a person also includes a corporation, all provided that there is no other explicit provision in this Deed.

1.9. Everywhere where mandatory provisions of the TASE Regulations and guidelines apply to any action under this Trust Deed, they shall have priority over what is stated in this Trust Deed, and the times for the said action shall be determined according to them.

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

2. Issuance of the BONDS

2.1. The Company intends to issue, under the Offering Report, BONDS (Series XVII) of 1 NIS par value each, registered, which are due for repayment (principal) in 14 unequal semi-annual payments, which will be paid on March 25 and September 25 of each of the years 2030 to 2036 (inclusive), where in each of the first through fourth repayments (inclusive) 5% of the principal will be repaid, in the fifth through eighth (inclusive) 6% of the principal will be repaid, in the ninth and tenth (inclusive) 8% of the principal will be repaid, and in the eleventh through the fourteenth (inclusive) and final repayment 10% of the principal will be repaid.

2.2. The outstanding balance of the principal of the BONDS (Series XVII), as it will be from time to time, shall bear a fixed annual interest at a rate of 4.5% ("Annual Interest Rate") (subject to interest adjustment mechanisms in case of changes in the rating of the BONDS and in case of non-compliance with financial covenants, as detailed in sections 7.6 and 7.7 of the Registered Terms on the reverse below) and shall be paid twice a year on March 25 of each of the years 2027 to 2036 (inclusive) and on September 25 of each of the years 2026 to 2036 (inclusive), such that the first payment of interest will be paid on September 25, 2026, and the last payment will be paid together with the final repayment

of the principal on September 25, 2036.

2.3. Interest payments shall be paid for the period of six months that ended on the day preceding the relevant interest payment date ("Interest Period"), except for the first interest payment which will be made on September 25, 2026 and will be paid for the period starting on the clearance day (meaning the date on which the securities subscriber was charged for the issuance proceeds) and ending on the last day before the said payment date, i.e., September 24, 2026, for which interest will be calculated based on the number of days in the said period and based on 365 days a year. The Company will also publish the first Interest Period in the report on the issuance results.

Each additional Interest Period of BONDS (Series XVII) will start on the first day following the end of the Interest Period immediately preceding it, and will end at the end of the Interest Period (i.e.: on the payment date immediately following its start date) and the interest for it will be at the height of the Annual Interest Rate (divided by 2), without linkage.

2.4. The principal and interest on the BONDS (Series XVII) are not linked. According to the TASE Regulations and guidelines, the linkage method (absence of linkage) will not be changed during the period of the BONDS.

2.5. The final interest payment will be paid together with the final payment on account of the principal of the BONDS against the delivery of the BONDS (Series XVII) certificates to the Company, at its registered office or at any other place of which the Company shall notify. The Company's notice will be given no later than 5 business days before the final payment date.

2.6. Series Expansion and Issuance of Additional Series of BONDS or other securities

2.6.1. The Company is entitled at any time and from time to time, including to a related person as defined in section 3.3 below, whether in a public offering according to a prospectus or in a private placement or in any other way, without the need for the consent of the BOND holders or the Trustee, to issue additional BONDS (Series XVII), whose terms will be identical to the terms of the BONDS that will be offered to the public in the First Offering Report, at any price and in any manner that the Company sees fit, including at a discount rate or premium different from other issuances made from the same series, provided that for the purpose of increasing the series of BONDS, all the conditions detailed in this section below have been met:

2.6.2. Prior approval was received from a Rating Agency for the rating of the additional BONDS (Series XVII) that does not fall below the rating of the BONDS (Series XVII) existing at that time, within which the additional BONDS will be taken into account, including additional BONDS (Series XVII) that will result from the exercise of warrants for BONDS (Series XVII), insofar as such warrants are issued and this approval was delivered to the Trustee, provided that if the BONDS are rated by more than one Rating Agency, the rating of the additional BONDS shall be the higher rating among them (if the ratings differ from each other). Such approval will be transferred to the Trustee before carrying out the tender to receive preliminary commitment from classified investors (to the extent the Company conducts such a tender) (the publication of the approval/rating report indicating compliance with the said condition will be considered for the purpose of this section as delivery to the Trustee). The BONDS (Series XVII) issued by virtue of the First Offering Report and the additional BONDS (Series XVII) (from their issuance date), shall constitute one series for all intents and purposes. The Trustee shall serve as the trustee for all the BONDS (Series XVII) as they will be from time to time in circulation, including in the case of a series expansion. Furthermore, no series expansion as mentioned above shall be carried out as long as any of the following conditions exist:

A. After and as a result of the series expansion of the BONDS, the Company will not meet all the financial covenants as stated in section 4.4 below or as long as at the expansion date the Company does not meet all the said financial covenants - and all - according to the last financial statements published before the additional issuance date, and this without taking into account the cure and waiting period in connection with those financial covenants; B. insofar as a cause for immediate repayment exists as stated in section 6.1 below before the expansion of the series of BONDS, or after it and as a result thereof; C. The Company violates any of the material undertakings according to this Deed or the expansion of the series will bring the Company to violate any of the material undertakings to the BOND holders according to this Deed. It will be clarified that any expansion of a series of BONDS (Series XVII) as detailed above is subject to TASE approval.

The Company shall notify the Trustee at least 3 business days before carrying out an additional issuance of additional BONDS from Series XVII (in this section: "The Additional Issuance") and shall attach to its notice as stated, a confirmation signed by the senior officer in the field of finance in the Company in a version to the satisfaction of the Trustee, together with relevant calculations and documentation (in connection with the condition in sub-section A above), as it shall be from time to time, which shall include all of the following topics: (a) at the date of the Additional Issuance, none of the causes for immediate repayment exist.

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as detailed in section 6.1 below; (b) prior approval from a rating company for the rating of the additional BONDS (Series 17) was received, which is not lower than the rating of the BONDS (Series 17) existing at that time (as detailed in this section above); (c) at the time of the additional issuance, the company is not in breach of any material obligations under the provisions of the trust deed (Series 17) and that the additional issuance will not lead to a breach of any of its material obligations to the BONDS holders or to the occurrence of a cause for immediate repayment; (d) at the time of the additional issuance, the company meets all the financial covenants required of it as detailed in section 4.4 below according to its latest financial statements published prior to the additional issuance and that as a result of the additional issuance, one or more of said financial covenants will not be breached. For the purpose of this sub-section (d), the cure and waiting periods in connection with those financial covenants will not be taken into account; and (e) at the time of the additional issuance, said expansion of the series does not harm the company's solvency for the BONDS series (Series 17);

2.6.3. For the avoidance of doubt, the holders of the additional BONDS (Series 17) as stated in this section above, will not be entitled to receive payment on account of principal and/or interest for the BONDS (Series 17) whose record date for payment occurs prior to the date of their issuance as stated.

2.6.4. In a case where the company issues additional BONDS (Series 17), as part of a series expansion, at a discount rate different from the discount rate of the BONDS (Series 17) as it was until that time (including the absence of a discount), the company will apply before the series expansion to the Tax Authority to receive its approval that regarding withholding tax at the source on the discount fee for the BONDS, a single discount rate will be determined for the BONDS from the series according to a formula that weights the different discount rates in that series, if any ("Weighted Discount Rate"). In the event of receiving such approval, the company will calculate after the series expansion, i.e., before the registration for trading, the weighted discount rate for all the BONDS (Series 17) in accordance with that approval, and before the registration for trading, the company will submit an immediate report as soon as possible in the report regarding the results of the issuance which will be published on the website of the Securities Authority (MAGNA) in which it will announce the weighted discount rate for the entire series and tax will be deducted at the redemption dates of the BONDS (Series 17) according to said weighted discount rate and in accordance with the provisions of the law. In such a case, all the provisions of the law relating to the taxation of discount fees will apply. If such approval is not received from the Tax Authority, TASE members will deduct tax at the source from the discount fees for (Series 17) according to the highest discount rate created for the series. In this case, the company will submit an immediate report close to the series expansion (i.e., before the registration for trading) in which it will announce the discount rate determined for the series as stated and all other provisions of the law relating to the taxation of discount fees will apply. TASE members will deduct tax at the source during the redemption of the series, according to the discount rate that will be reported as stated. In any case of expanding the series of BONDS (Series 17), for any reason whatsoever, if the discount rate determined as part of the issuance of the BONDS (Series 17) is higher than the discount rate of the series on the eve of the series expansion (including the absence of a discount), there may be cases where TASE members deduct tax at the source for discount fees at a rate higher than the discount fees determined for whoever held the BONDS from the series prior to the series expansion ("Excess Discount Fees"), whether or not approval was received from the Tax Authority for determining a single discount rate for the series. A taxpayer who held the BONDS (Series 17) before the series expansion, i.e., before the registration for trading, and until the redemption of the BONDS held by them, will be entitled to submit a tax report to the Tax Authority and receive a tax refund in the amount of the tax deducted from the excess discount fees, as far as they are entitled to such a refund by law.

2.6.5.

The company reserves the right to issue at any time and from time to time, without the need for the consent of the trustee and/or the consent of the BONDS holders, whether in a public issuance according to a prospectus or in another way, other series of BONDS or other securities of any kind and type, under redemption, interest, linkage, and other terms as the company sees fit, whether they grant a right of conversion into the company's shares or whether they do not grant such a right or securities of any kind and type, and whether they are superior to the terms of the BONDS, equal to them or inferior to them. Notwithstanding the above, BONDS of other series or series of securities that are debt (together and separately: the "Other Series" or the "Additional Series") that are not secured by any collateral, if and to the extent they are issued by the company, will not be superior to the BONDS (Series 17) in the liquidation of the company. Furthermore, as far as the company issues an additional series backed by collateral, the company will not determine in the trust deed of that series that they will be superior during liquidation relative to the BONDS (Series 17) except regarding the collateral itself. The company will deliver to the trustee a certificate signed by a senior officer in the company regarding compliance with the terms detailed above prior to the

issuance of the additional series. It will be clarified that any issuance of an additional series if issued to the public, as detailed above, is subject to TASE approval.

2.6.6. In addition to what is stated in section 2.6.5 above, the senior officer in the finance field of the company will transmit a certificate to the trustee at least 3 business days prior to said raising that at the date of the issuance of the other series, whether secured by any collateral or not, as stated in section 2.6.5, none of the causes for immediate repayment as detailed in section 6.1 below exist and the company is not in breach of any of its material obligations to the BONDS holders (Series 17) and that at the date of the issuance of the additional series the company meets all the financial covenants detailed in section 4.4 below according to its latest financial statements prior to the issuance of the additional series without taking into account the cure and waiting periods in connection with those financial covenants.

2.6.7. Without derogating from the above, there is nothing in said rights of the company to constitute prior consent by the trustee or the BONDS holders for said issuances or to derogate from the trustee's right to examine the implications of said issuance, and there is nothing in it to derogate from the rights of the trustee and/or the BONDS holders according to this deed, including their right to call the BONDS (Series 17) for immediate repayment according to the provisions of the trust deed.

3. Purchase of BONDS by the Company and/or a Related Person

3.1. Subject to any law, the company reserves the right to buy at any time BONDS from the series of BONDS at any price and under terms it sees fit, whether on the TASE or outside of it, without prejudice to the repayment obligation of the BONDS held by others besides the company. In the case of such a purchase by the company, the company will publish an immediate report and give written notice of this to the trustee. The publication of an immediate report regarding such a purchase will be considered as providing sufficient written notice to the trustee.

3.2. BONDS purchased by the company will be cancelled, delisted from trading on the TASE, and the company will not be entitled to reissue them. In the event that BONDS are purchased as stated, the company will apply to the TASE clearing house with a request to withdraw the BONDS certificates. In the case of a purchase by the company as stated above, the purchased BONDS will expire automatically, they will be considered as redeemed, will be cancelled and delisted from trading, and the company will not be entitled to reissue them. The company will submit an immediate report on a purchase of BONDS performed by it as stated, as far as required by law.

3.3. A controlling shareholder in the company and/or their family member (spouse as well as brother, parent, grandparent, descendant or descendant of the spouse, or the spouse of any of these) and/or a corporation under the control of any of them and/or a subsidiary of the company and/or an associated company of the company (directly or indirectly) and/or a related company of the company but excluding the company itself ("Related Person") will be entitled to buy and/or sell from time to time, on the TASE or outside of it, including by way of issuance by the company, BONDS (Series 17). The BONDS held as stated by a related person will be considered an asset of the related person, they will not be delisted from trading on the TASE, and they will be transferable like other BONDS. As long as the BONDS are owned by a related person, they will not grant them voting rights in the general meetings of the company's BONDS holders and they will not be taken into account for the purpose of determining the existence of a quorum. It will be clarified that for the purpose of the outstanding balance of the par value of the BONDS series for calculating the quorum as stated in the Second Appendix, BONDS held by a related person will not be taken into account.

3.4. Nothing in sections 3.1 to 3.3 above in themselves obligates the company or the BONDS holders to buy BONDS or sell the BONDS in their possession.

4. Company Obligations

4.1. The company hereby undertakes to pay, at the times set for this, all principal and interest amounts (including default interest, if and as far as it exists) payable according to the terms of the BONDS and to fulfill all other terms and obligations imposed on it according to the terms of the BONDS and according to the trust deed.

In any case where a payment date on account of a principal and/or interest amount falls on a day that is not a business day, the payment date will be postponed to the first following business day, without any additional payment and the record date for determining eligibility for redemption or interest will not change because of this.

4.2. To register the BONDS (Series 17) which will be issued to the public according to the shelf offering report and the provisions of this deed,

for trading on the Tel Aviv Stock Exchange Ltd. ("TASE").

4.3. Restrictions on Distribution

The company undertakes that until after the full, final and precise settlement of the debt according to the terms of the BONDS, it will not perform any distribution (as defined in the Companies Law, 1999 ("Companies Law") including, self-purchase), and including, it will not declare, pay or distribute any dividend, if any of the following cases occur, including a situation where, if a distribution is performed, one of the following cases will occur as a result of the distribution, as stated:

4.3.1. There is a cause for immediate repayment as stated in section 6.1 below (without taking into account the waiting and correction periods listed in the section);

4.3.2. There is a breach of any of the company's material obligations according to the provisions of this deed.

4.3.3. According to the latest financial statements published by the company, the company does not meet any of the financial covenants as stated in section 4.4 below (without considering the cure and waiting periods in connection with those financial covenants).

4.3.4. The Equity is lower than 760 million US dollars, according to the latest financial statements published by the company.

4.3.5. The ratio of Equity to the total balance sheet calculated according to section 4.4.2 below, is lower than 21% according to the latest financial statements published by the company.

4.3.6. Any of the "warning signs" occur, as this term is defined in the Securities Regulations (Periodic reports and Immediate Reports). 1970 ("Reports Regulations"): to remove doubt, it is clarified that in a case where the company's board of directors determines that in circumstances as stated in regulation 10(b)(14)(a)(4) of the Reports Regulations it does not indicate a liquidity problem in the company, taking the distribution into account, the company shall be entitled to perform a distribution:

4.3.7. The distribution would harm the company's solvency for the BONDS (Series 17), according to the solvency test under the Companies Law in connection with that distribution.

The company will provide the trustee with certificates as detailed in section 28.6 below.

The company undertakes that as long as any of the conditions detailed in sections 4.3.1 to 4.3.7 above regarding distribution are met, it will not repay in any way owner loans provided to it (including it will not perform payments for principal or interest for said owner loans), until after the full, final and precise settlement of the debt according to the terms of the BONDS.

In the case of a distribution performed by way of self-purchase of the company's shares, the company will publish an immediate report on self-purchase of shares, in which it will state its compliance with the obligations detailed in this section above and this will be considered as delivery to the trustee according to the provisions of this sub-section.

4.4. Financial Covenants

The company undertakes that until after the full, final and precise settlement of the debt according to the terms of the BONDS, the company will meet all the financial covenants detailed below:

4.4.1. The Equity will not be less than 720 million US dollars, according to two consecutive financial statements.

4.4.2. The ratio between the company's Equity plus owner loans taken by the company (if and as far as there are such in the future) and the company's total balance sheet, will not be less than 17.5% according to two consecutive financial statements. For the purpose of calculating said ratio, owner loans (principal only) will be included in the company's Equity as long as according to their terms, their repayment date (principal and interest) is deferred after the final repayment of the BONDS.

1 The company declares that as of the date of signing the trust deed (Series 17), in addition to the above and the provisions of any law, restrictions apply to the company on dividend distribution by virtue of financing agreements with banking corporations and other financial institutions and by virtue of trust deeds of BONDS series issued by it, all as detailed in the company's financial statements for the year 2025 (Reference No.: 2026-01-027498).

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The debt (Series 17) and as far as their status (principal and interest) in liquidation is inferior to that of the BONDS (Series 17).

4.4.3. Net debt divided by annual adjusted EBITDA shall not exceed 8, according to two consecutive financial statements.

4.4.4. Cash (as defined below), at the end of each calendar quarter shall not be less than 50 million US dollars, according to two consecutive financial statements.

For the purpose of sections 4.3 and 4.4.4 above:

"Equity" means total equity as it appears in the company's financial statements with the neutralization of: (a) for the period starting from the fourth quarter of 2013 - the cumulative effects of neutralizations used for calculating the adjusted EBITDA as presented in the interim and annual board of directors reports; and (b) changes in Equity originating from updating deferred tax assets or liabilities due to changes in the statutory tax rates that will apply to the company and/or tax laws that will apply to the company.

In the calculation of Equity, the balance of the provision for impairment of assets according to accounting standard 36 (IAS 36) that was recognized will not be included. It will be clarified that according to the accounting rules applicable to the company as of the date of signing this trust deed, an increase in the value of assets measured at amortized cost is not allowed to be recognized in the financial statements.

"Total Balance Sheet" - means the total consolidated balance sheet in the financial statements deducting cash. In addition, as long as in the Equity calculation the balance of the provision for impairment of assets was neutralized, said neutralization amount will be added to the total consolidated balance sheet.

"Annual Adjusted EBITDA" means - the consolidated adjusted EBITDA as presented by the company in its interim and annual board of directors reports and in accordance with the following:

(a) The calculation of annual adjusted EBITDA will also include one-time indemnities from third parties which constitute income and/or other income in the financial statements.

(b) The calculation of annual adjusted EBITDA will be done according to the higher of: (a) adjusted EBITDA in the four quarters preceding the measurement date, as defined below; or (b) adjusted EBITDA in the two quarters preceding the measurement date multiplied by two. It is clarified that as far as payments for indemnities as mentioned above were included in the EBITDA, then these payments will not be multiplied by two but will be included only once in the calculation of the annual adjusted EBITDA.

(c) The company will be entitled to choose not to include treatment quarters as defined below, in the measurement of adjusted EBITDA. As long as a treatment quarter is not included in the measurement of adjusted EBITDA, then instead of said quarter, the measurement will include the immediately preceding quarter to said treatment quarter, so that in any case four quarters are always taken into account. If the company chooses not to include treatment quarters in the measurement of adjusted EBITDA, then the provisions of section (b) above will not apply. Notwithstanding the above, it is agreed that during a period of five consecutive years, no more than four treatment quarters will be neutralized, no more than two consecutive treatment quarters will be neutralized, and no more than two treatment quarters will be neutralized in the same calendar year.

In this section "Treatment Quarters" means quarters in which the group performs periodic treatment in its facilities, lasting not less than 30 days, whose effect on the annual adjusted EBITDA exceeds 20 million US dollars per quarter. For the purpose of this section, "The Group" - the company together with its subsidiaries.

(d) The calculation of annual adjusted EBITDA will also include dividends and/or owner loan repayments received by the company from entities treated according to the equity method.

(e) In the calculation of annual adjusted EBITDA, expenses for share-based payment will be adjusted.

"Net Debt" means - the company's debts to financial institutions that provided loans to the company, and to holders of BONDS and other debt-type securities (but excluding convertible bonds and convertible debt which on the day of examination there is feasibility for their conversion into company shares. That is, the economic value of the shares resulting from the conversion is higher

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at a rate exceeding 5% of the liability value of the debt; together and separately in this definition: 'BONDS' issued by the Company, as included in the financial statements (as defined above), net of cash; the determination of the amount of debt with reference to the Company's BONDS for the calculation of net debt shall be done in accordance with the fair value of the BONDS or, as the case may be, in accordance with the book value after the application of hedge accounting, whereas in calculating the amount of said debt, the value of hedging transactions entered into by the Company concurrently with the issuance of the Company's BONDS and regarding their issuance shall be taken into account, provided that in any case the amount of debt for the BONDS, as stated, shall not be less than the liability value of the Company's BONDS (namely, the amount of the outstanding balance of the principal of the BONDS plus interest and linkage amounts as of the measurement date, as defined below) and the revaluation of the hedging transactions shall not be less than their liability value (namely, the amount of the outstanding balance of the principal of the hedging transaction plus interest and linkage amounts as of the measurement date as defined below).

"Cash" means - cash and cash equivalents, deposits, and a securities portfolio, unless these are pledged/restricted for use or otherwise guarantee liabilities that are not included in debt to financial institutions.

The examination of the Company's compliance with each of the financial covenants shall be carried out on the date of publication of the financial statements by the Company ("Measurement Date") and as long as the BONDS (Series 17) are outstanding.

For details regarding an example, for illustration purposes only, concerning how the Company complies with the financial covenants set forth in this Section 4.4, had they been examined in accordance with the Company's financial statements as of March 31, 2026, see Appendix C attached to this deed below. It is clarified that the information in Appendix C below does not include the Company's financial results, but rather constitutes a numerical example to illustrate the method of calculating the financial covenants as stated above.

4.5

In the event that a change occurs in a parameter used to examine distribution restrictions and financial covenants as stated in Sections 4.3 and 4.4 above and Section 7.7 of the First Appendix to this trust deed ("Parameters for Calculation of Restrictions and Financial Covenants") (which will be examined for the first time in relation to the Company's financial statements as of June 30, 2026) as a result of a change in generally accepted accounting principles and/or another regulatory change compared to the situation at the time of signing the trust deed, including in a case where the Company adopted other or different accounting principles where the effect of such change on the parameter for calculating restrictions and financial covenants results in any of the numerical data of any of the financial covenants or said restrictions exceeding 5%, then from the date of initial implementation of the accounting principles or said regulatory change - the relevant restriction or relevant financial covenant, as the case may be, shall be proportionally adjusted to the change resulting from the implementation of the accounting principles or regulatory change.

4.6

If it becomes clear according to the financial statements that on the measurement date, the Company's commitment to any of the financial covenants as stated in Sections 4.4.1 - 4.4.4 above has been breached, then the provisions of Section 6.2 below shall apply, subject to the provisions of Section 6.1.16 below.

The Company shall state in each financial report within the framework of the notes to the financial statements the fact of its compliance or non-compliance with each of the financial covenants in Section 4.4, together with the numerical figure, and shall also provide the trustee with a certification as stated in Section 28.5 below.

For details regarding interest adjustment in the event of non-compliance with financial covenants, see Section 7.7 of the First Appendix to this deed.

Securing the BONDS

5.1

The BONDS are not secured by any collateral or otherwise.

Without derogating from the provisions of Section 5.3 below, the Company undertakes that until after the full, final, and precise settlement of the debt according to the terms of the BONDS, it will not create any pledge on any of its existing and future assets and rights in favor of any third party, except subject to all the following conditions and Section 5.3 below: The Company shall be entitled to create a pledge in favor of a third party without the need to obtain the consent of the BOND holders or the trustee, if the Company creates, concurrently with the creation of the pledge in favor of the third party, a pledge of the same type on the same asset and at the same rank pari passu according to the ratio of debts, as they will be at that time, towards the third party and towards the BOND holders.

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(Series 17), in favor of the BOND holders to secure the full obligations of the Company in respect of the BONDS. This pledge shall be in effect as long as the BONDS have not been fully repaid or until the cancellation of said pledge which was given in favor of the aforementioned third party, whichever is earlier. The Company shall give the trustee notice 7 business days prior to the creation of a pledge as mentioned above. It is clarified that the cancellation of a pledge in favor of the BOND holders following the cancellation of a pledge in favor of a third party as stated shall be subject to the approval of the trustee, that a certification from the Company's external counsel has been provided to the trustee in a version satisfactory to the trustee, stating that no such pledge exists in favor of a third party and that no such pledge in favor of a third party is registered in the Company's registry at the Registrar of Companies or in any other relevant registry, and that there is no other additional pledge registered in favor of any third party.

In the event of the creation of a pledge in favor of the holders as stated in this Section 5.2 above, the following provisions shall apply:

To the extent that a pledge is created in favor of the holders and in favor of any third party as specified in this Section 5.2 above, the realization of the pledge by the trustee or by the third party shall not require the consent of the trustee or the third party, as the case may be, or of any of the holders of the BONDS (in this section together: "the Parties") or the giving of advance notice to the other parties regarding the intention to act as stated. In view 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 purpose of realizing the pledged asset subject to the provisions of the law.
A functionary (receiver or other functionary for the purpose of realizing the pledge) who will be appointed at the request of one of the parties, may be appointed as a functionary for all the parties. The trustee shall be entitled to join the proceedings taken by one of the other parties, at its discretion or according to the decision of the assembly of BOND holders. The Company shall provide the trustee with contact details of each of the parties for the purpose of delivering a realization notice as stated immediately upon the trustee's first request.
The Company undertakes to notify the trustee within two business days from the date it becomes aware of proceedings taken by the third party and/or of its notice regarding its intention to take such proceedings.
Immediately upon registration of a pledge in favor of a third party, the Company shall deliver to the trustee an original certification from the Company's external counsel confirming that the pledge in favor of the third party as stated above meets the conditions of this Section 5.2 above.

In the event of the creation of a pledge as stated in this section, the Company undertakes within two business days from the date of registration of said pledge to provide the trustee with all the following documents to the satisfaction of the trustee:

5.2.1.

To the extent required by the law applicable at that time to give effect to the pledge - a pledge document whereby the pledge is registered in favor of the trustee, bearing an original signature by the Company and stamped with an original "submitted for examination" stamp from the Office of the Registrar of Companies, and bearing a date no later than five (5) business days from the date of signing the pledge document, or alternatively, confirmation of the submission of said documents online or a copy of the email sent to the Registrar of Companies, with all its attachments, for the purpose of registration, and the date of the Registrar of Companies as stated;

5.2.2. To the extent required by the law applicable at that time to give effect to the pledge - a notice of particulars of mortgages and pledges (Form 10) bearing an original "submitted for examination" stamp from the Office of the Registrar of Companies, bearing a date no later than five (5) business days from the date of creation of the notice, or alternatively, confirmation of the submission of said documents online or a copy of the email sent to the Registrar of Companies, with all its attachments, for the purpose of registration, and the date of the Registrar of Companies as stated;

5.2.3. A pledge registration certificate from the Registrar of Companies;

5.2.4. A pledges printout from the Registrar of Companies according to which said pledge was registered.

5.2.5. Any additional document required for the purpose of creating and registering the pledge in any other registry in accordance with the law and according to the asset to be pledged as stated.

5.2.6. The Company shall register the pledge in any other or additional registry, as required and at the time required by law to give effect to the pledge, within 30 days, except in a case where the registration of the pledge is delayed due to

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a reason beyond the Company's control, and in such a case the Company will act to register the pledge within a reasonable time which shall not exceed 6 months.

5.2.7. A legal opinion from an external attorney on behalf of the Company, inter alia, regarding the nature of the rights of the pledging entity in the pledged asset, the method of registration of the pledge, its validity, legality, and its feasibility for realization and enforcement against the pledging entity according to the law applicable in Israel, in a version that will be to the satisfaction of the trustee at its reasonable discretion. An updated opinion confirming the above will be provided to the trustee once a year, subject to the trustee's request.

5.2.8. An affidavit from a senior officer of the Company that the pledge does not contradict or stand in contrast to the Company's obligations towards third parties, in a version satisfactory to the trustee. An updated affidavit confirming the above will be provided to the trustee once a year, subject to the trustee's request.

5.3. Despite the above, it is clarified that the undertaking not to create pledges as specified in Section 5.2 above shall not apply to any of the following actions and pledges:

5.3.1. Endorsement and assignment (including assignment by way of pledge) of documents related to the export or import of goods, to a bank providing credit to finance said export or import.

5.3.2. Pledge of customer debts and/or pledge of inventory for the purpose of financing inventory purchase in an amount not exceeding the value of the purchased inventory plus ten (10) percent.

5.3.3. Creation of a fixed pledge on assets and rights that will be purchased by the Company in the future, including equipment, facilities, inventory, customers, and rights, as well as improvements and upgrades to said assets or any part thereof, up to the value of said assets or rights if the obligations for which these pledges were given were created for the purpose of purchasing said assets and/or their expansion, improvement, renovation, or upgrade and/or to secure loans or credit received by it for the purpose of repaying loans or credit received for the purpose of purchasing said assets and/or their expansion, improvement, renovation, or upgrade.

5.3.4. Creation of a fixed pledge on the Company's future rights, solely in corporations and/or activities which it will acquire (or the Company acquired during a period of 12 months prior to the issuance of the BONDS) and/or in which the Company will invest at any time, whether the acquisition was made directly or by way of merger or business combination (of its own or of any corporation under its control) ("the Corporations"), if the obligations for which these pledges were given were created solely for the purpose of purchasing the Corporations and/or investing in them and/or to secure loans or credit received by it for the purpose of repaying loans or credit received for the purpose of purchasing the Corporations and/or investing in them and/or credit taken by the Corporations with the Company's guarantee. For this purpose, "investment" - including by way of providing loans to the Corporations for a period exceeding one year.

5.3.5. Rights of set-off, lien, deduction transactions, "netting", collateral given in the framework of transactions in financial assets (derivatives and the like), granted to banks or financial institutions during the normal course of business with them, as well as transfers for exposure limitation regulated under the Financial Assets Agreements Law, 5766-2006, provided that the total assets transferred as stated shall not exceed $8\%$ of the volume of tangible assets in the Company's consolidated statement of financial position;

A pledge or lien created by law that is non-stipulatable and not at the Company's initiative.

5.4. Within the framework of a quarterly certification to the trustee regarding compliance with financial covenants as specified in Section 28.5 below, the Company shall confirm its compliance with the provisions of Section 5.2 and 5.3 above and shall detail the permitted pledges created according to Section 5.3 above, as far as they were created, while referring to the relevant section by virtue of which the Company was entitled to create the pledge, in a version to the satisfaction of the trustee.

5.5. For the avoidance of doubt, it is clarified that the trustee is not obligated to examine, and in practice the trustee has not examined, the need for providing collateral to secure the payments to the BOND holders. The trustee was not requested to conduct, and the trustee in practice did not conduct, an economic, accounting, or legal due diligence regarding the business condition of the Company or its subsidiaries. In entering into this trust deed, and in the trustee's consent to serve as trustee for the BOND holders (Series 17), the trustee does not express an opinion, explicitly or implicitly, regarding the Company's ability to meet its obligations to the BOND holders. Nothing in the aforesaid shall derogate from the trustee's duties according to law or according to

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the trust deed, including nothing therein shall derogate from the trustee's duty (to the extent such duty applies to the trustee under any law) to examine the impact of changes in the Company from the date of the issuance of the BONDS onwards as far as they may adversely affect the Company's ability to meet its obligations to the BOND holders.

5.6. The BONDS (Series 17) shall all stand at an equal pari passu security rank, among themselves in connection with the Company's obligations under the BONDS, and without any right of preference or priority of one over the other.

6. Acceleration of Payment and/or Realization of Collateral (to the extent there will be any)

6.1. Upon the occurrence of one or more of the cases listed below, the trustee and/or the BOND holders shall be entitled to act in accordance with the provisions of Section 6.2 below:

6.1.1. If the Company does not repay any amount due from it in connection with the BONDS or the trust deed or if another material undertaking given in favor of the holders was not fulfilled, within seven (7) business days after its payment date arrived or the date of non-fulfillment of the material undertaking arrived, as the case may be, and the breach as stated was not remedied within seven (7) days from the date on which the Company became aware of the breach.

6.1.2. If a temporary liquidator is appointed for the Company or a temporary liquidation order is issued by a court or any judicial decision of a similar nature is received, including in accordance with the Insolvency Law, or a temporary trustee was appointed for the Company as defined by this term in the Insolvency Law, and such order or decision was not dismissed or canceled within forty-five (45) days from the date of the issuance of the order or the receipt of the decision, as the case may be. Notwithstanding the above, no remedy period shall be given to the Company in respect of such requests and/or orders submitted or given, as the case may be, by the Company or with its consent.

6.1.3. If an attachment is imposed on a material asset, as defined below, or if an execution action is performed against a material asset or a pledge is realized against a material asset and the attachment is not removed or the action is not canceled within forty-five (45) days from the date of their imposition or performance, as the case may be. Notwithstanding the above, no remedy period shall be given to the Company in respect of such requests and/or orders submitted or given, as the case may be, by the Company or with its consent.

6.1.4. If a request is submitted for receivership or for the appointment of a receiver (temporary or permanent) for the Company, or for a material asset, or if an order is issued for the appointment of a temporary receiver or a temporary trustee, as defined by this term in the Insolvency Law, which were not dismissed or canceled within forty-five (45) days from the date of their submission or issuance, as the case may be. Notwithstanding the above, no remedy period shall be given to the Company in respect of requests or orders submitted or given, as the case may be, by the Company or with its consent.

6.1.5. If an order is issued for the appointment of a permanent receiver or for the appointment of a trustee, as defined by this term in the Insolvency Law for the Company and/or for a material asset.

6.1.6. If the Company makes a liquidation decision (except for the purpose of a merger with another entity, which does not constitute a ground for acceleration in accordance with the provisions of Section 6.1.7 below) or if a final and permanent liquidation order is issued against it by the court or any order with a similar or identical result under the Insolvency Law or if a permanent liquidator or any other authorized body with similar characteristics is appointed for the Company or a trustee was appointed for the Company as defined by this term in the Insolvency Law.

6.1.7.

If a merger was performed in any way within which the Company is the absorbing entity or the target company, without obtaining prior approval by a special decision of the BOND holders, unless the Company or the absorbing entity, as the case may be, declared to the BOND holders, including through the trustee, at least ten (10) business days before the merger date, that there is no reasonable concern that due to the merger the Company or the absorbing entity will not be able to fulfill the obligations towards the holders.

6.1.8. If one of the following has been accelerated: 1. Another series of BONDS issued by the Company, whether traded on the stock exchange or not; or 2. Debt or debts of the Company or of a consolidated company towards a financial institution and/or several financial institutions and/or any other financial creditor and/or several financial creditors

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others, including an institutional body (except for debt that is non-recourse to the company) in an aggregate scope exceeding the lower of: (1) 150 million US dollars or (2) 15% of the company's total liabilities to financial institutions, provided that the immediate repayment of such debt is not canceled within 21 business days from the date of such immediate repayment. All the aforementioned data are according to the company's latest consolidated financial statements before the date of such immediate repayment. For the purposes of this section, "financial creditor" means - any body whose business is providing loans, which provided any financing to the company and/or to a consolidated company.

6.1.9. If the TASE suspended trading in the BONDS, except for suspension on the grounds of uncertainty, as defined in the fourth part of the TASE Regulations, and the suspension was not canceled within 60 days.

6.1.10. If for a continuous period of 60 days, the BONDS are not rated by any rating company, due to reasons or circumstances within the company's control.

6.1.11. If the company ceases to be a reporting corporation, as defined in the Securities Law.

6.1.12. If control of the company is transferred without receiving the required approvals in accordance with the Government Companies Order (Declaration of Vital Interests to the State in Oil Refineries Ltd.), 2007, as required. For the purposes of this section "Transfer of Control" - a transaction as a result of which Israel Petrochemical Enterprises Ltd. ("IPE") and the sole permit holders according to the control permit dated September 5, 2022 (by themselves or through subsidiaries under their full control or their controlling shareholders), cease to be controlling shareholders in the company, directly or indirectly; "Control" - as defined in the Securities Law (including holding "together with others", as defined in the Securities Law). For the avoidance of doubt, a transaction of IPE constituting a reorganization of its holdings, within which control of the company is transferred to the current controlling shareholders in IPE or to another company under their control, shall not be considered a transfer of control for this purpose.

6.1.13. If the company ceases or announces its intention to cease managing its business as they may be from time to time.

6.1.14. If the company stopped or announced its intention to stop its payment.

6.1.15. (A) If the company files a motion for a stay of proceedings order or an opening of proceedings order in accordance with the provisions of the Insolvency Law or if such an order is granted or if the company files a motion for a compromise or arrangement with its creditors under Section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law (except for the purpose of a merger with another entity in accordance with the provisions of section 6.1.7 above and/or a change in the company's structure or a split that are not prohibited under the terms of this deed, and except for arrangements between the company and its shareholders that are not prohibited under the terms of this deed and that do not affect the company's ability to repay the BONDS) or if the company otherwise offers its creditors such a compromise or arrangement, against the background of the company's inability to meet its obligations on time; or - (B) if a motion is filed under Section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law against the company (and without its consent) which was not rejected or canceled within 45 days from the date of its filing.

6.1.16.

Non-compliance by the company with one or more of the financial covenants set forth in sections 4.4.1 to 4.4.4 above (and for the avoidance of doubt, in accordance with two consecutive financial statements as stated in these sections). Notwithstanding the above, in the event that the rate of deviation from those financial covenants in which the company is in deviation according to the second of the financial statements does not exceed 10% of the values set for those financial covenants, the cause for immediate repayment shall apply only if the deviation from the aforementioned financial covenants also exists in the subsequent financial statements.

6.1.17. If the company is liquidated or struck off for any reason.

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6.1.18 If a material deterioration occurs in the company's business compared to its status at the time of issuance, and there is a real concern that the company will not be able to repay the BONDS on time.

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

6.1.20 If the company performs a distribution or makes payments on account of owner loans contrary to what is stated in section 4.3 above.

6.1.21 If the company does not publish financial statements that it is required to publish by any law or by the provisions of this deed, within 30 days from the last date on which it is required to publish them.

6.1.22 If the BONDS were delisted from trading on the TASE.

6.1.23 If the company breached any of its obligations regarding series expansion or issuance of a new series as stated in section 2.6 above (respectively).

6.1.24 If the company breached any of its obligations regarding the negative pledge as stated in section 5.2 above.

6.1.25 If a sale of most of the company's assets was performed or if a change in the core of its activity was performed such that the core of the company's activity is not in one or more of the fields of fuels, petrochemicals, infrastructure, industry or energy trade.

6.1.26 If the company breaches the terms of the BONDS or the trust deed in a fundamental breach, or if it does not fulfill any of its material obligations within them, and the breach was not corrected within 14 days from the date the company became aware of the breach, during which the company will act to correct it.

6.1.27 If it turns out that a material representation from the company's representations in the BONDS or in the trust deed is incorrect and/or incomplete, and in the case of a correctable breach - the breach was not corrected within 14 days from the date the company became aware of the breach, during which the company will act to correct it.

6.1.28 In a case where a "going concern" note is recorded in the company's financial statements for a period of two (2) consecutive quarters and there is a reasonable concern that the company will not meet its material obligations to the holders of the BONDS (Series XVII).

For the purposes of this entire section 6.1: (1) "Material Asset" is an asset or a combination of several assets whose value or aggregate value, as applicable, in accordance with the consolidated financial statements of the company, exceeds 35% of the scope of assets in the company's balance sheet according to those same latest financial statements prior to the date of the event, (2) "Most of the Company's Assets" is an asset or a combination of several assets whose value or aggregate value, as applicable, in accordance with the consolidated financial statements of the company, exceeds 50% of the scope of assets in the company's balance sheet according to the said latest financial statements prior to the date of the sale.

6.2. Upon the occurrence of any of the events specified in sections 6.1.1 to 6.1.28 (inclusive) above, the following provisions in this section 6.2 shall apply:

6.2.1 The Trustee shall be required to convene a meeting of the BOND holders, the convening of which shall be 21 days from the date of its notice (or a shorter period in accordance with the provisions of section 6.2.5 below), and the agenda of which shall be a resolution regarding calling for immediate repayment and/or realization of collateral (to the extent given) of the entire outstanding balance of the BONDS, due to the occurrence of any of the events specified in sections 6.1.1 to 6.1.28 (inclusive) above. Notwithstanding the above, in the circumstances specified in section 6.1.6 above and prior to the existence of a cause for immediate repayment, to the extent the company requests from the Trustee in writing to appoint an urgent representation, the provisions of Appendix A to the trust deed shall apply.

6.2.2 A resolution to call the BONDS for immediate repayment and/or to realize collateral (to the extent given) shall be adopted at a holders' meeting attended by holders of at least fifty percent (50%) of the remaining par value

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of the BONDS, or at an adjourned holders' meeting attended by holders of at least twenty percent (20%) of the said balance, by a majority of the holders of the remaining par value of the BONDS represented in the vote.

6.2.3. In the event that by the time of the meeting, any of the events specified in sections 6.1.1 to 6.1.28 (inclusive) above has not been canceled or removed, and a resolution at the meeting of BOND holders was adopted as stated in section 6.2.2 above, the Trustee shall be required, immediately, to call for immediate repayment all of the outstanding balance of the BONDS and/or to realize collateral (to the extent given).

6.2.4. The Trustee or the holders shall not call BONDS for immediate repayment and/or realize collateral (to the extent given) as stated in this section 6.2 above, unless they have given the company written notice of their intention to do so no later than 21 days prior to calling the BONDS for immediate repayment and/or realizing the collateral as aforesaid; however, a Trustee or holders are not required to give the company such notice if there is a reasonable concern in the Trustee's opinion that providing the notice will prejudice the possibility of calling the BONDS for immediate repayment and/or realizing collateral (to the extent given). A copy of the meeting notice as aforesaid sent by the Trustee to the company immediately upon publication of the notice shall constitute advance written warning to the company of its intention to act as stated.

6.2.5.

Beyond what is stated in section 6.2.4 above, the Trustee may at its discretion shorten the number of days mentioned in sections 6.2.1 and 6.2.4 above and even cancel the count of days in the event that the Trustee is of the opinion that this is necessary for the protection of the rights of the BOND holders and to the extent deemed necessary by the Trustee as stated.

6.2.6. It is clarified that where a reasonable period is set during which the company is allowed to perform an action or make a decision as a result of which the cause for immediate repayment is omitted ("curing period"), the Trustee or the holders may call the BONDS for immediate repayment as stated in this section 6, only if the period set as aforesaid has passed and the cause was not omitted; however, the Trustee may shorten the period set in the trust deed if it believes that it might materially harm the rights of the holders.

6.3. For the avoidance of doubt, it is clarified that the right of calling for immediate repayment as stated above and/or the calling for immediate repayment does not derogate from or prejudice any other or additional remedy available to the BOND holders or the Trustee under the terms of the BONDS and the provisions of this deed or by law, and not calling the debt for immediate repayment upon the occurrence of any of the cases specified in section 6.1 above, shall not constitute any waiver of the rights of the BOND holders or the Trustee as stated, unless explicitly stated otherwise.

6.4. As long as there is a cause for calling the BONDS for immediate repayment as detailed in this section 6, any collateral (to the extent given) shall be enforceable and realizable, whether the BONDS have been called for immediate repayment or whether the BONDS have not yet been called for immediate repayment, subject to giving notice to the company, except in circumstances where there is no obligation to give notice to the company, as detailed in section 6.2.4 above.

7. Claims and Proceedings by the Trustee

7.1. In addition to any provision in this trust deed and independent rights and powers, the Trustee shall be entitled, at its discretion, to take all those proceedings, including legal proceedings, as it deems appropriate and subject to the provisions of any law, for the protection of the rights of the BOND holders and enforcement of the company's performance of its obligations under this trust deed. The Trustee shall be required to act as stated in this section 7.1 above or in section 7.2 below upon the demand of holders which shall be received by an ordinary resolution.

7.2. Nothing in the above shall prejudice and/or derogate from the Trustee's right to open legal and/or other proceedings, either on its own initiative or upon the demand of holders received by ordinary resolution, even if the BONDS were not called for immediate repayment, but subject to providing 10 days' advance notice. Notwithstanding the provisions of this section regarding the obligation of advance notice, the Trustee shall be entitled to shorten the advance notice period and also to exercise its authority under this section 7.2 at any time and without advance notice, whether the BONDS were called for immediate repayment or whether

not, if in the Trustee's opinion the period set or the provision of advance notice, as applicable, would prejudice the rights of the BOND holders. Notwithstanding the provisions of this section 7.2, it is clarified that the right to call for immediate repayment will arise only in accordance with the provisions of section 6.1 above and not by virtue of this section 7.2.

7.3. Before taking proceedings as aforesaid, the Trustee shall convene a general meeting of the BOND holders so that they can decide by ordinary resolution which proceedings to take to realize their rights under the trust deed and the BONDS, provided that the convening of the meeting shall not delay the Trustee's actions in a way that would prejudice the rights of the BOND holders. Also, the Trustee shall be entitled to repeatedly convene general meetings of the BOND holders for the purpose of receiving instructions regarding the management of the proceedings as aforesaid. The Trustee's action shall be carried out in such cases without delay and at the earliest possible date.

7.4. Subject to the provisions of this trust deed, the Trustee may, but is not required to, convene at any time a general meeting of the BOND holders to discuss and/or receive its instructions on any matter regarding the trust deed, by ordinary resolution.

7.5. The Trustee may, but is not required to, at its discretion, delay the performance of any action by it under the trust deed, for the purpose of applying to a general meeting of the BOND holders and/or to the court, until it receives instructions from a general meeting of the BOND holders, by ordinary resolution and/or instructions from the court on how to act, provided that the application shall not delay the Trustee's actions in a way that would prejudice the rights of the BOND holders. The application to the general meeting of the BOND holders and/or to the court shall be carried out in such cases without delay and at the earliest possible date. As long as a court decision has not been given, the Trustee shall be subject to the duties imposed on it by the trust deed and by law. Despite the above, the Trustee is not allowed to delay proceedings for calling for immediate repayment and/or realizing collateral (to the extent given) which the meeting of BOND holders decided upon in accordance with the provisions of section 6 above.

7.6. For the avoidance of any doubt, it is hereby clarified that nothing in any of the provisions detailed above shall prejudice and/or derogate from the Trustee's right granted to it hereby to apply at its sole discretion to legal instances, even before the BONDS are called for immediate repayment, for the purpose of granting any order regarding trust matters.

8 Trust on the Proceeds

8.1. All funds held by the Trustee for the BONDS (Series XVII) including as a result of calling the BONDS for immediate repayment, and including as a result of proceedings it takes, if any, against the company, shall be held by it in trust and shall be used by it for the following purposes and in the following order of priority:

8.1.1. First for the payment of its fees.

8.1.2. Second for the payment of expenses, payments, levies, and liabilities incurred by the Trustee, imposed on it, or caused by or as a result of trust execution actions or otherwise in connection with the terms of the trust deed.

8.1.3. Third - for payment of reimbursement to holders who bore payments under section 21 of this deed beyond their relative share according to section 21.6 below and thereafter payment of reimbursement to holders who bore payments according to their relative share according to section 21.6 below;

The balance shall be used, for the purposes according to the following order of priority:

8.1.4. First - to pay the BOND holders the interest arrears, including late interest, if applicable, due to them pari passu and in proportion to the amounts due to each of them without preference or right of precedence regarding any of them, and without any preference in connection with precedence in time of the issuance of the BONDS by the company or otherwise.

8.1.5.

Second - to pay the BOND holders the interest amounts due to them under the BONDS held by them of the BONDS (Series XVII), pari passu, whether the time for settlement of the interest amounts has arrived or not and in proportion to the amounts due to them, without any preference in connection with precedence in time of the issuance of the BONDS by the company or otherwise.

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8.1.6. Third - in order to pay the BONDS holders the principal amounts in arrears due to them pari-passu and proportionally to the amounts due to each of them without preference or priority regarding any of them, and without any preference in connection with priority in time of the issuance of the BONDS by the Company or otherwise.

8.1.7. Fourth - in order to pay the BONDS holders the principal amounts due to them under the BONDS held by them pari-passu whose payment date has not yet arrived and proportionally to the amounts due to them, without any preference in connection with priority in time of the issuance of the BONDS by the Company or otherwise.

The surplus, if any, the Trustee shall pay to the Company or its successors, as the case may be.

From the payments to the BONDS holders, withholding tax shall be deducted as required by law.

8.2. Nothing in Section 8 above shall derogate from the Trustee's obligation to act to collect the funds from the Company, as far as the payment obligation applies to it.

8.3. Authority to demand payment to holders through the Trustee

The Trustee is entitled to instruct the Company to transfer to it part of the payment which the Company must pay to the holders (in this section: the "Relevant Payment") for the purpose of financing the proceedings and/or the expenses and/or the Trustee's fee according to this Deed (in this section: the "Funding Amount") provided that the Company has not borne the Funding Amount and/or deposited the Funding Amount with the Trustee in advance. The Company shall transfer the Funding Amount to the Trustee no later than the date of performance of the Relevant Payment. The Company is not entitled to refuse to act in accordance with such notice and the Funding Amount transferred to the Trustee as stated shall be considered as if it were redeemed and paid to the holders as part of the Relevant Payment and the Company (including regarding withholding tax) as having fulfilled its obligation toward the holders if it proves that it transferred the full Funding Amount to the Trustee as stated.

It is clarified that the Funding Amount transferred to the Trustee shall be deducted from the interest payment only, and to the extent that the interest payment is insufficient, the said amount shall also be deducted from the principal payment.

No later than 4 trading days before the Record Date for the performance of the Relevant Payment from which the Funding Amount will be reduced, an immediate report shall be published detailing the Funding Amount, its purpose, and the updated amounts and rates of principal and/or interest to be paid to the holders within the framework of the Relevant Payment. To the extent that the Funding Amount is deducted from the principal, the Company shall specify in the said immediate report, among other things, the redemption amount for each 1 NIS par value, less the Funding Amount. In addition, the Company shall specify in the said immediate report that the Funding Amount transferred to the Trustee shall be considered for all intents and purposes as a payment to the BONDS holders.

The Funding Amount that the Trustee shall be entitled to instruct the Company to transfer to it as stated in this section above as long as no holder resolution was previously received on the matter (including a resolution in connection with taking proceedings and/or performing actions for which the Funding Amount is required) shall be limited to a total of 500,000 NIS.

Nothing in the foregoing shall release the Company from its obligation to bear the payments of the Funding Amount where it is obliged to bear them according to this Deed or according to law. Furthermore, nothing in the foregoing shall derogate from the Trustee's obligation to act reasonably to obtain the Funding Amount due to the holders from the Company.

9. Authority to delay distribution of funds

9.1. Despite what is stated in Section 8 above, if the financial amount received by the Trustee and which stands at any time for distribution, as stated in that section, is less than five percent of the remaining par value of the BONDS series or 1 million NIS, whichever is lower, the Trustee shall not be obligated to distribute it, and it shall be entitled to invest the said amount, in whole or in part, in permitted investments according to Section 14 of the Trust Deed and to replace these investments from time to time with other permitted investments according to Section 14 of the Trust Deed, all as it sees fit.

9.2. When the said investments have accumulated with their profits, together with additional funds that reach the Trustee for the purpose of their payment to the BONDS holders, if any, to an amount of at least five percent of the remaining par value of the BONDS series or 1 million NIS, whichever is lower, or upon the arrival of a principal and/or interest payment date, whichever is earlier, the Trustee shall pay the BONDS holders as stated in Section 8 above. In a case where within three months from the date of

depositing the funds as stated with the Trustee, the Trustee does not have an amount which will be sufficient to pay at least the said amount, the Trustee shall be entitled to distribute to the BONDS holders the funds in its hands.

9.3. Notwithstanding the above in this section, if the Trustee receives a demand for it, by an ordinary resolution, the Trustee shall distribute the amounts received by it as a result of taking the proceedings as stated above, even before they have accumulated to five percent of the remaining par value of the BONDS series or 1 million NIS, whichever is lower. The payment of the Trustee's fee and the Trustee's expenses shall be paid from the said funds immediately upon their arrival even if the amounts that reached the Trustee are lower than five percent of the remaining par value of the BONDS series or 1 million NIS, all subject to the instructions of the TASE.

10. Notice of distribution

10.1. The Trustee shall notify the BONDS holders of the day and place where any payment of the payments mentioned in Sections 8 and 9 above will be made, by a notice given to them in the manner set forth in Section 22 below not less than ten days and not more than twenty days in advance.

10.2. After the day set in the notice, the BONDS holders will be entitled to interest at the rate set in the BOND, only on the remaining principal amount (if any) after deducting the amount paid or offered to them in accordance with the provisions of Section 11 below.

11. Refraining from payment for a reason beyond the Company's control

11.1. Any amount due to a BOND holder that was not actually paid at the date set for its payment for a reason beyond the Company's control, while the Company was ready to pay it and was able to pay it in full and on time (the "Prevention"), shall cease to bear interest from the date set for its payment, while the BOND holder will be entitled only to those amounts to which it was entitled at the date set for the redemption of that payment on account of principal and interest.

11.2.

The Company shall deposit with the Trustee, within 15 days from the date set for payment, the amount of the payment not paid for a reason beyond its control, as stated in Section 11.1 above, and shall notify the BONDS holders of the said deposit, as stated in Section 22 below, and such deposit shall be considered as settlement of that payment by the Company, and in the case of settlement of everything due in respect of the BOND, also as redemption of the BOND by the Company.

11.3. The Trustee shall invest any such amount to the credit of those BOND holders, within trust accounts in its name and to its order, in investments permitted to it under the provisions of Section 14 below. The Trustee shall not be liable to those entitled for those amounts except for the consideration received from the realization of the said investment less the expenses related to the said investment and the management of the trust accounts and less the mandatory payments applicable to the said trust accounts, subject to the order of distribution detailed in Section 8.1 above.

11.4. The Trustee shall transfer to each BOND holder for whom amounts and/or funds due to the BONDS holders were deposited with the Trustee from those funds deposited as stated, against presentation of those proofs required by the Trustee to its full satisfaction regarding the holder's right to receive the funds and regarding the removal of the Prevention of payment and less all expenses and mandatory payments applicable to the said trust account, including commissions at a rate that will be customary at that time.

11.5. The Trustee shall hold these funds and invest them in the manner stated, until the end of one year from the date of final redemption of the BONDS. After this date, the Trustee shall transfer to the Company the amounts as stated in Section 11.4 above (including the profits resulting from their investment) less its expenses, as far as they remain in its hands at that date. The Company shall hold these amounts in trust for the BOND holders entitled to those amounts for an additional six years, and regarding the amounts transferred to it by the Trustee as stated above, the provisions of Sections 11.3 and 11.4 above shall apply to it mutatis mutandis. Funds not demanded from the Company by the BOND holder at the end of seven years from the date of final redemption of the BONDS shall be transferred to the Company, and it shall be entitled to use the remaining funds for any purpose whatsoever. The foregoing shall not derogate from the Company's obligation toward the BONDS holders to pay them the funds to which they are entitled as stated according to any law.

11.6. The Company shall confirm in writing to the Trustee the return of the said amounts and their receipt in trust for the holders of

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the BONDS as stated and shall indemnify the Trustee for damage of any kind caused to it because the funds were transferred as stated from the Trustee to the Company, provided that it acted reasonably. Upon the transfer of the funds from the Trustee to the Company, the Trustee shall be exempt from the payment of the said amounts to the entitled BONDS holders.

12. Receipt from the BOND holder

12.1. A receipt from the BOND holder or a confirmation from the TASE member who transfers and/or from the registration company for the principal and interest amounts paid to him by the Trustee for the BOND shall release the Trustee in absolute release in all matters related to the actual payment of the amounts specified in the receipt.

12.2.

Except in the case stated in Section 11.5 above, a receipt from the Trustee regarding the deposit of the principal and interest amounts with it to the credit of the BOND holders as stated above shall be considered a receipt from the BOND holder for the purpose stated in Section 12.1 above in relation to the release of the Company (and not in relation to the release of the Trustee) in all matters related to the payment of the amounts specified in the receipt.

12.3. Funds distributed as stated in Section 10 above shall be considered as payment on account of the redemption of the BONDS.

13. Applicability of the Securities Law and TASE rules

Without derogating from the provisions of Section 31 below, in any matter not mentioned in this Deed and in any case of contradiction between the provisions of the Israeli law which cannot be stipulated against and this Deed, the parties shall act in accordance with the provisions of the Israeli law that cannot be stipulated against. In any case of contradiction between the provisions described in the Prospectus and/or the Shelf Offering Report in connection with this Trust Deed and the documents accompanying it, the provisions of this Deed shall prevail subject to the TASE Regulations and instructions thereunder, as they may be from time to time. As of the date of signing the Trust Deed (Series 17), no such contradiction exists.

14. Investment of funds

All the funds that the Trustee is entitled to invest according to the Trust Deed shall be invested by it in bank deposits in one of the five largest banks in Israel whose rating is not lower than (AA) and/or in government BONDS of the State of Israel only.

Having done so, the Trustee shall not be liable to the entitled parties for those amounts except for the consideration received from the realization of the investments less its fee and expenses, commissions and expenses related to the said investment and the management of the trust accounts, and less the mandatory payments applicable to the trust account, and with the remaining such funds the Trustee shall act according to the provisions of this Deed.

15. The Company's obligations toward the Trustee

The Company hereby undertakes toward the Trustee, that until after the full, final and accurate settlement of the debt according to the terms of the BONDS, as follows:

15.1. To persist and conduct its business and the business of corporations under its control in a regular and proper manner.

15.2. To maintain regular account books in accordance with accepted accounting principles. To keep the books and documents used for them as supporting documents (including pledge deed, mortgage, accounts and receipts), and to allow the Trustee and/or anyone appointed in writing for this purpose, no later than 5 business days from the Trustee's request, to examine any such book and/or document and/or confirmation.

The Trustee shall keep secret information that reached it under this section, shall not disclose it to another and shall not make any use of it, unless its disclosure or use is required for the fulfillment of the Trustee's role according to the law, according to the Trust Deed, or according to a court order or for the purpose of protecting the rights of the BONDS holders.

15.3.

To notify the Trustee in writing and no later than two business days after becoming aware of it, of any case in which an attachment was imposed or a pledge was realized or an execution action was performed on a material asset (as defined in Section 6.1 above), and also in any case where a temporary trustee or another officer with similar significance and powers was appointed for the Company according to the Insolvency Law, within the framework of an order to open proceedings, as these terms are defined in the Insolvency Law, or a receiver, special manager and/or temporary or permanent liquidator and/or trustee was appointed for a material asset against the Company or the appointment of any other officer, and also to take at its expense all the necessary measures for the removal of such attachment or the cancellation of the realization of the pledge or the execution action or the cancellation of the receivership, liquidation or management as the case may be, and to update the Trustee

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regularly on the management of the said proceedings.

15.4. To notify the Trustee in writing no later than two business days after becoming aware of it, of the occurrence of any event of the events detailed in Section 6 of this Deed or of a real concern of the occurrence of any of them (without taking into account the cure and waiting periods mentioned in Section 6 above).

15.5. The Company shall provide the Trustee, or a representative on its behalf, any explanation, document, calculation or other additional information, including regarding the Company and its business (including explanations, documents and calculations regarding the Company, its business or its assets and information which will be reasonably required by the Trustee for the protection of the rights of the BONDS holders), as well as information required from its accountants and its legal advisors, upon reasonable written request of the Trustee and no later than ten (10) days from the date of the Trustee's request, and as far as in the Trustee's reasonable opinion the information is required by it for the implementation and exercise of the powers, forces and authorizations of the Trustee and/or its representatives according to the Deed and provided that the Trustee acts in good faith, and this subject to the confidentiality obligations as stated in Section 29.5 of this Trust Deed. Without derogating from the above, the transfer of such information to its authorized representatives (who are not employees and/or officers in the Trustee) and/or to the professional advisors of the Trustee (together: the "Advisors") shall be done subject to the signing of the Advisors on a confidentiality letter in Appendix B of this Deed.

15.6. To notify the Trustee in writing, signed by the senior officer in the field of finance in the Company, within 5 business days of the performance of any payment to the BONDS holders and of the debt balance to the BONDS holders at that date and after performing the payment.

15.7. To invite the Trustee and allow it to be present at the Company's shareholder meetings, without the right to participate and vote in the meeting. Publication of a meeting invitation through the MAGNA system shall be considered as an invitation of the Trustee for the purpose of this section.

15.8. To give the Trustee the reports and notifications as detailed in Section 28 below.

15.9. The Company undertakes to act so that as far as it is within its control, the BONDS will be under rating monitoring by at least one rating agency. In this regard, it is clarified that moving the BONDS to a watch list or any other similar action performed by the rating agency shall not be considered a cessation of rating.

The Company shall be entitled, at its sole discretion, to replace the rating agency throughout the life of the BOND provided that the replacing rating agency as stated shall be a rating agency as defined in Section 1.4 above. The Company will not need approval from the Trustee or the BONDS holders for the purpose of replacing the rating agency as stated.

In a case where the Company replaces the rating agency at its initiative (or one of them if the company is rated by more than one rating agency) or terminates its work, even in a case where the BONDS are rated by more than one rating agency, the Company shall publish an immediate report detailing the reasons for replacing the rating agency or for terminating its work, no later than one trading day from the date of the event. If the BONDS cease to be rated (meaning - they are not rated by any rating agency), the Company shall publish a notice regarding the reasons for the cessation of the rating immediately and no later than one business day from the date of the cessation of the rating.

The Company shall publish an immediate report for every rating action that the rating agency is obliged to publish and the provisions of Section 22.1 below shall apply.

If the BONDS are rated by more than one rating agency, the rating of the BONDS for the purpose of this Deed shall be determined according to the low rating, except in relation to series expansion where the determining rating shall be the high rating as detailed in Section 2.6 above.

15.10. To perform all the necessary and/or reasonably required actions and in accordance with the provisions of any law for the purpose of giving effect to the exercise of the powers, forces and authorizations of the Trustee and/or its representatives in accordance with the provisions of the Trust Deed, and this no later than five business days from the date of the requirement for performance or the necessity of performance.

15.11. The Trustee is entitled to instruct the Company to report immediately in the MAGNA system on behalf of the Trustee any report in the version that will be transferred in writing by the Trustee to the Company, and the Company shall be obliged to report the said report no later than two trading days from its receipt by the Trustee and in accordance with the provisions of any law.

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Reports of the Company in the Magna system shall be considered as actual delivery to the Trustee or his actual summons, as the case may be, except for the notice detailed in Section 15.4 above, which shall be delivered to the Trustee in addition to the Company's report in the Magna system.

15.13. Additional Obligations

15.13.1. In the event a notice is delivered to the Company that the BONDS have been called for immediate repayment according to the provisions of Section 6 above, the Company shall from time to time and at any time required by the Trustee, perform all reasonable actions to enable the exercise of all powers vested in the Trustee and the Company shall repay to the BONDS holders and the Trustee all amounts due to them and shall perform the following actions:

15.13.1.1. Repay to the BONDS holders and the Trustee all amounts due to them according to the terms of the Trust Deed, whether or not the due date has occurred ('Acceleration'), within 7 business days from the date the BONDS were called for immediate repayment.

15.13.1.2. Deliver to the Trustee, upon his request, any affidavit or declaration and/or sign any document and/or perform and/or cause to be performed all necessary actions and/or those required according to any law to give effect to the exercise of the powers, strengths, and authorizations of the Trustee and/or his representatives required to enforce the Company's obligation as stated in Section 15.13.1.1 above and for the realization of the collateral.

15.13.1.3. Give all notices, orders, and instructions that the Trustee shall deem useful and required.

16. Powers of Attorney

16.1 The Company hereby irrevocably appoints the Trustee as its attorney, to execute and perform in its name and stead all actions it is required to perform according to the terms included in this Deed, and to act in its name in performing all or part of the powers given to the Trustee, provided that the Company has not performed the actions it is required to perform according to the terms of this Deed within a reasonable period from the date of the Trustee's written demand, and provided that he acted reasonably.

16.2 Nothing in the appointment under Section 16.1 above shall obligate the Trustee to perform any action and nothing shall derogate from the Company's obligations according to the Trust Deed, and the Company hereby pre-exempts the Trustee in case he does not perform any action at all or does not perform it on time or in the correct manner, and the Company pre-waives any claim against the Trustee and his agents for any damage caused or likely to be caused to the Company directly or indirectly, based on any action that was not performed at all, or was not performed on time by the Trustee.

17. Other Agreements

Subject to the provisions of the law and the limitations imposed on the Trustee by law, nothing in the fulfillment of the Trustee's role, according to the Trust Deed, or in his very status as Trustee, shall prevent him from entering into various contracts with the Company or from performing transactions with it in the ordinary course of his business, provided that this does not harm the fulfillment of the Trustee's obligations under the Trust Deed and his qualification as Trustee, including that this shall not place the Trustee in any situation of conflict of interest vis-à-vis the Company and/or the holders.

18. Trustee's Fee

The Company shall pay the Trustee for his services as Trustee regarding the issuance of the BONDS, a fee as follows:

18.1 For his services as Trustee starting from the date of the issuance of the BONDS, and as long as there are BONDS in circulation that have not yet been repaid, a total of 24,000 NIS plus VAT for each year of trust. The said amount shall be paid at the beginning of each trust year for the upcoming trust year.

18.2 The Trustee's fee and the said expenses shall be paid until the end of the trust according to this Deed and even if a receiver (or a receiver and manager) was appointed, and regardless of whether the trust under this Deed is managed under court supervision or not.

18.3 For each shareholder meeting that the Trustee participates in, even if it did not take place due to lack of a legal quorum

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prior to its opening, an additional fee of 600 NIS, plus VAT, per session shall be paid.

18.3.1. Without prejudice to the generality of the stated in sections 18.1 to 18.3 above, the Trustee shall be entitled to payment of a fee in the amount of 600 NIS for each hour of work required for special actions he performs within his role as Trustee, including: actions resulting from a breach of the Deed by the Company;

18.3.2. Actions in connection with calling the BONDS for immediate repayment and/or actions in connection with a resolution of the BONDS holders' meeting to call the BONDS for immediate repayment;

18.3.3. Special actions that will be required or that will need to be performed for the purpose of fulfilling his duties under this Deed in connection with the rights of the BONDS holders and for their protection, including due to the Company's failure to meet its obligations under this Deed, including the convening of BONDS holders' meetings as stated in this Deed and including participation in BONDS holders' meetings;

18.3.4. Special works (including, but not limited to, work required due to a change in the Company's structure or work due to the Company's request) or due to the need for performing additional actions for the fulfillment of his role as a reasonable Trustee, due to a future change in laws and/or regulations and/or other mandatory provisions that will apply in connection with the Trustee's actions and his responsibility according to this Trust Deed;

18.3.5. Actions in connection with the registration or cancellation of registration of collateral in a registry maintained according to any law (including abroad), as well as examination, supervision, control, enforcement, etc., of obligations (such as: restrictions on the Company's freedom of action, lien on assets, etc.), that the Company took or will take or that will be taken by anyone on its behalf or for it, in connection with securing other obligations of the Company or anyone on its behalf (such as: making payments according to the terms of the BONDS) towards the BONDS holders, including regarding the nature of the terms of such collateral and obligations and their fulfillment.

18.4.

Subject to the provisions of the Trust Deed, the Trustee shall be entitled to reimbursement of reasonable expenses incurred in the framework of fulfilling his role and/or by virtue of the powers granted to him under the Trust Deed including (but not limited to) newspaper advertisements, expenses and costs for summoning and convening a meeting of the BONDS holders, travel and deliveries, and expert opinion provided that regarding expert opinion expenses, as detailed in section 19.1 of the Trust Deed, the Trustee shall give the Company advance notice of his intention to receive an expert opinion.

18.5. VAT, if applicable, shall be added to the payments due to the Trustee under the provisions of this section 18 and shall be paid by the Company.

18.6. The aforementioned amounts are linked to the Consumer Price Index known at the date of the issuance of the BONDS, but in any case, an amount lower than the amount specified in this Deed shall not be paid.

18.7. If the Trustee's term of office has expired, as stated in section 25 below, the Trustee shall not be entitled to payment of a fee from the day the replacement Trustee's term of office begins. In a case where a Trustee's term of office expired during the trust year, the fee paid for the months in which the Trustee did not serve as Trustee for the BONDS shall be refunded (this shall not apply to the first trust year). The Company shall bear any payment and/or expense involved with the BONDS, from their issuance until their final repayment. These expenses include, among others, fees for service providers such as lawyers, underwriters, Trustee, economic consultants, etc., as far as they were hired, taxes and fees that are not imposed on a BONDS holder by law or the provisions of this Deed.

18.8. The Company shall bear all the payments detailed in this section above. However, if the Trustee's term ended according to section 35B(a1) or 35N(d) of the Securities Law, the holders of the BONDS (Series 17) shall bear the difference by which the fee of the Trustee who was so appointed exceeded the fee paid to the Trustee in whose place he was appointed, if such difference is unreasonable; as far as provisions are established by virtue of section 35H1 of the Securities Law regarding an unreasonable difference, those same provisions shall apply to the stated in this section.

Bearing of the difference by the holders as stated shall be performed by offsetting the relative part of the difference from any payment the Company makes to the holders of the BONDS (Series 17) in accordance with the terms of the Trust Deed, and its transfer by the Company directly to the Trustee.

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19. Special Powers

19.1 The Trustee may, within the performance of the trust matters according to the Trust Deed, order and act according to written opinion and/or written advice of any lawyer, accountant, appraiser, evaluator, surveyor, broker or other expert, whether such opinion and/or advice was prepared at the request of the Trustee and/or at the request of the Company, and the Trustee shall not be responsible for any loss or damage caused as a result of any action and/or omission done by him based on such advice or opinion, unless it was determined in a final judgment that the Trustee acted with negligence or malice. The Company undertakes to bear the full reasonable cost involved in employing any such expert who is appointed by the Trustee, provided that as far as possible and provided there is no harm to the holders' rights, the Trustee shall give the Company advance notice of his intention to receive an opinion or advice from such an expert along with the details of the required fee and the purpose of the opinion or advice and also that the said fee does not exceed reasonable and accepted limits.

19.2 Any such advice and/or opinion can be given, sent or received by letter, telegram, facsimile, e-mail and/or any other electronic means for information transfer, and the Trustee shall not be responsible for actions he took or refrained from taking based on advice and/or opinion or information transferred in one of the ways mentioned above despite errors having occurred in it and/or it not being authentic, unless these errors could have been discovered by reasonable examination.

19.3 Any such advice or opinion can be given in writing or orally.

19.4 The Trustee may rely within his 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 body, which the Trustee believes in good faith was signed or issued by him.

19.5 Subject to any law, the Trustee shall not be obliged to notify any party of the signing of this Deed and is not permitted to interfere in any form in the management of the Company's business or affairs. Nothing in this section shall limit the Trustee in the actions he must perform in accordance with the Trust Deed.

19.6 Subject to any law, the Trustee shall use in the trust the powers, authorizations, and authorities granted to him under this Deed, at his absolute discretion, but with a degree of reasonable caution, and shall not be responsible for any damage caused due to an error in judgment as mentioned, unless it was determined in a final judgment that the Trustee acted with negligence or that he acted in bad faith or with malice.

20. Trustee's Authority to Employ Agents

The Trustee shall be entitled to appoint agent(s) who will act in his place, whether a lawyer or another person, to perform or participate in performing special actions that must be done in connection with the trust and to pay a reasonable fee to any such agent, and without derogating from the generality of the above, taking legal proceedings or representation in merger or split procedures of the Company. The Company shall be entitled to object to such appointment in a case where the agent is in a conflict of interest and/or is a competitor, whether directly or indirectly, in the Company's business, within two business days in written notice that will be sent to the Trustee accompanied by reasonable arguments. The Company's objection to appointing an agent not in good faith shall constitute a fundamental breach of the Trust Deed. It is clarified that nothing in the appointment of such an agent shall derogate from the Trustee's responsibility for his actions and the actions of his agents. The Company undertakes to bear the full reasonable cost involved in employing any such agent who is appointed by the Trustee provided that as far as possible and that it will not harm the holders' rights, the Trustee shall give the Company advance notice of his intention to appoint an agent as mentioned above and along with the details of the required fee. It is clarified that the Company's objection to the appointment of a certain agent who was appointed in a holders' meeting shall not delay the start of the agent's employment as long as the delay might harm the holders' rights. Nothing in this section shall prevent the Company's right to turn to relevant instances for cancellation and/or to contest the decision regarding the appointment of such an agent.

21. Indemnification of the Trustee

21.1

The Company and the BONDS holders (at the relevant record date as stated in section 21.7 of the Trust Deed, each for his obligation as stated in section 21 of the Trust Deed), hereby undertake to indemnify the Trustee and all its officers, its employees, agent or expert that will be appointed and/or is appointed by the Trustee according to the provisions of this Trust Deed and/or according to a resolution passed in a meeting of the BONDS holders according to the provisions of this Trust Deed (hereinafter:

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all or part of them, together and/or separately: "the Indemnified Parties") :

21.1.1.

For any reasonable expense, damage and/or loss and/or financial liability according to a judgment (for which no stay of execution was granted) or an arbitrator's award or according to a finalized settlement (and as far as the settlement concerns the Company, the Company's prior consent to the settlement was given) and/or a claim and/or a threat of filing a claim, the cause of any of which is related to actions performed by the Indemnified Parties or which they refrained from performing whose cause is related to actions performed by the Indemnified Parties or that they must perform by virtue of the provisions of this Deed and/or according to law and/or instruction of a competent authority and/or any law and/or according to the demand of the BONDS holders and/or according to the Company's demand and/or their role by virtue of this Deed; and also

21.1.2.

For the fee due to the Indemnified Parties and reasonable expenses they incurred and/or are about to incur, including during the performance of the trust or in connection with such actions, which in their opinion were necessary for the said performance and/or in connection with the use of powers and authorizations given by virtue of this Deed and also in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiation, discussion, expenses, insolvency proceedings, collection proceedings, debt arrangements, debt status assessment, claims and threat of filing claims and demands regarding any matter and/or thing done and/or not done in any way in relation to the subject matter and/or their role by virtue of this Deed.

And all under the condition that :

21.1.2.1.

The Indemnified Parties shall not demand advance indemnification in a matter that does not tolerate delay, and this without prejudice to their right to demand retroactive indemnification, if and as far as such right arises for them;

21.1.2.2.

No final judicial decision has determined that the Indemnified Parties acted in bad faith and that the action was taken by them not within the framework of fulfilling their role, not in accordance with the provisions of the law and/or not according to this Trust Deed;

21.1.2.3.

No final judicial decision has determined that the Indemnified Parties were negligent;

21.1.2.4.

No final judicial decision has determined that the Indemnified Parties acted with malice.

The indemnification rights according to this section 21 shall be called the "Indemnification Obligation" or the "Entitlement to Indemnification".

21.2.

It is agreed that even in the case where it is claimed against the Indemnified Parties that they are not entitled to indemnification for any reason whatsoever, the Indemnified Parties shall be entitled immediately upon their first demand to payment of the amount due to them regarding the Indemnification Obligation. In the event that it is determined in a final judicial decision that the right to indemnification did not arise for the Indemnified Parties, the Indemnified Parties shall return the amounts of the Indemnification Obligation paid to them (if paid).

21.3.

Without prejudice to the rights to compensation given to the Trustee according to the law and subject to the stated in this Deed and/or in the Company's obligations according to this Deed, the Indemnified Parties shall be entitled to receive indemnification from the funds that will be received by the Trustee from the proceedings he took, regarding obligations they took upon themselves, regarding reasonable expenses they incurred during the performance of the trust or in connection with such actions, which in their opinion were necessary for the said performance and/or in connection with the use of powers and authorizations given by virtue of this Deed and also in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiation, discussion, claims and demands regarding any matter and/or thing done and/or not done in any way in relation to the subject matter, and the Trustee will be able to withhold the funds in his possession and pay from them the amounts necessary for the payment of the said indemnification. All said amounts shall stand in priority over the rights of the holders of the obligation certificates and subject to the provisions of any law and provided that the Trustee acted in good faith and in accordance with the duties imposed on him by any law and by this Deed. For the purpose of this section, an action of the Trustee that was approved by the Company and/or the BONDS holders, shall be considered as an action that was reasonably necessary.

21.4.

Without derogating from the validity of the 'Indemnification Obligation' in this section 21 of the Deed, whenever the Trustee is obligated according to the terms of the Trust Deed and/or according to law and/or instruction of a competent authority and/or any law and/or according to the demand of the BONDS holders and/or according to the Company's demand, and/or for the purpose of protecting the rights of the BONDS holders to perform any action, including but not limited to opening proceedings or filing claims according to the demand of the BONDS owners, as stated

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In this deed, 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' ("Funding Cushion") in the required amount to be determined reasonably by the Trustee and provided that the Trustee has taken the necessary steps to collect the indemnification obligation coverage funds from the Company, with first priority from the Company, and in the event that the Company does not deposit the Funding Cushion at the time it was requested to do so by the Trustee, the Trustee shall approach the BOND holders who held on the record date (as stated in section 21.7 of the Trust Deed), with a request that they deposit in his hands the amount of the 'Funding Cushion', each his 'Proportional Share' (as this term is defined below). In the event that the BOND holders do not actually deposit the full amount of the 'Funding Cushion', the Trustee shall not be under an obligation to take the action or the relevant proceedings, subject to any law. Nothing in the aforesaid shall exempt the Trustee from taking urgent action required to prevent a material adverse harm to the rights of the BOND holders.

The Trustee is authorized to determine the amount of the 'Funding Cushion' and shall be entitled to return and act to create an additional cushion as stated, from time to time, in an amount to be determined by him.

21.5. 'The Entitlement to Indemnification':

21.5.1. Shall apply to the Company in any case of (1) actions performed at the discretion of the Trustee and/or according to any law and/or required to be performed under the terms of the Trust Deed or for the protection of the rights of the BOND holders (including due to a holder's request required for such protection) and/or if the entitlement to indemnification arises under this Trust Deed; and also (2) actions performed and/or required to be performed at the request of the Company.

21.5.2. Shall apply to the Holders who held on the record date (as stated in section 21.7 of the Trust Deed) the BONDS, in any case of: (1) the entitlement to indemnification arises due to the request of BOND holders (except for entitlement arising due to a request of holders for the protection of the rights of BOND holders); and also (2) non-payment by the Company of the 'Entitlement to Indemnification' amount applicable to it according to this section 21.5 (subject to the provisions of section 21.7 of the Trust Deed). It will be clarified that payment according to this section 21.5.2 does not derogate from the Company's obligation to bear the indemnification obligation in accordance with the provisions of section 21.5.1 above, provided that the Trustee has approached the Company with a demand that the said amounts be paid by it.

21.6. 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 applicable, and provided that the entities entitled to indemnification approached the Company with a demand that the said amounts be paid by it; and/or (b) the indemnification obligation applies to the holders by virtue of the provisions of section 21.5.2 of the Trust Deed and/or the holders were called to deposit the 'Funding Cushion' amount according to section 21.4 of the Trust Deed, the following provisions shall apply:

The funds shall be collected in the following manner:

21.6.1. First - the amount shall be funded from interest funds and as long as they are insufficient, also from principal funds that the Company must pay to the BOND holders after the date of the required action, and the provisions of section 8 of the Trust Deed shall apply;

21.6.2.

Second - as long as in the Trustee's opinion the amounts deposited in the Funding Cushion will not cover the 'Indemnification Obligation', the holders who held on the record date (as stated in section 21.7 of the Trust Deed) shall each deposit accordingly, for his Proportional Share (as this term is defined), in the hands of the Trustee, the missing amount.

The amount deposited by each holder shall bear annual interest at a rate equal to the fixed interest on the BONDS (as stated in the First Appendix to this deed) and shall be paid with priority as stated in section 8 of the Trust Deed.

"Proportional Share" means: the relative portion of the BONDS held by the holder on the relevant record date as stated in section 21.6 of the Trust Deed out of the total Par Value of the BONDS in circulation at that date. It is clarified that the calculation of the proportional share will remain fixed even if after that date there is a change in the par value of the BONDS held by the holder.

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It is clarified that the BOND holders who bear responsibility for covering the expenses as stated in this section above may bear expenses as stated in this section above beyond their proportional share, and in this case the order of priority for the return of the amounts will apply in accordance with the provisions of section 8 of this deed.

21.7

The record date for determining a holder's liability regarding the 'Indemnification Obligation' and/or in the payment of the 'Funding Cushion' is as follows:

21.7.1

In any case where the 'Indemnification Obligation' and/or the payment of the 'Funding Cushion' are required due to an urgent decision or action needed to prevent material adverse harm to the rights of the BOND holders, and this without a prior decision of the meeting of BOND holders - the record date for liability shall be 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.

21.7.2

In any case where the 'Indemnification Obligation' and/or the payment of the 'Funding Cushion' are required according to a decision of the meeting of BOND holders - the record date for liability shall be the record date for participation in the meeting (as this date was set in the summoning notice) and shall also apply to a holder who was not present or did not participate in the meeting.

To the extent that the amounts to be paid to the Trustee should have been paid by the Company, receiving the payments from the holders shall not derogate from the Company's obligation to pay them, and the Trustee shall act reasonably to obtain the amounts from the Company, as detailed in this section 21. It is clarified that the Trustee shall not be under any obligation to take legal proceedings to collect these indemnification amounts.

22. Notices

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

22.1

Notices on behalf of the Company and/or on behalf of the Trustee to the BOND holders shall be given by means of an immediate report in the MAGNA system of the Securities Authority, and a report published as stated shall be considered as if delivered to the BOND holders on the day of its publication. The Trustee may instruct the Company and the Company shall be obligated to report immediately in the MAGNA system on behalf of the Trustee any report in its wording as transmitted in writing by the Trustee to the Company, within two trading days from its transfer to the Company, and the report shall be published in accordance with the provisions of any law. A report published as stated shall be considered as if delivered to the BOND holders on the day of its publication.

22.2

In the event that the Company ceases to report in accordance with Chapter VI of the Securities Law, any notice on behalf of the Company and/or the Trustee to the BOND holders shall be given by sending a notice by registered mail to each registered holder of BONDS according to his last address registered in the BOND holders' register (and in the case of joint holders - to the joint holder whose name appears first in the register), and to any holder who is not registered - by publishing an advertisement in two daily newspapers prevalent in Israel in the Hebrew language. Any notice sent as stated shall be considered as if delivered to the BOND holders 10 business days after the day of its delivery by mail and shall be simultaneously transferred by email to the Trustee, and any notice published in daily newspapers as stated shall be considered as if delivered to the BOND holders on the day of its publication as stated.

22.3

In cases requiring this by law only, in addition to the publication of an immediate report as stated above, the Company and/or the Trustee, as applicable, shall publish an advertisement in two daily newspapers prevalent in Israel in the Hebrew language. Any notice published as stated shall be considered as if delivered to the BOND holders on the day of its publication as stated.

22.4

Any notice or demand on behalf of the Trustee to the Company or on its behalf to the Trustee may be given by a letter sent by registered mail or by courier or by transmitting it by facsimile or by email, according to the address detailed in the Trust Deed or, according to the address which any party notifies the other, and any such notice or demand sent by registered mail shall be considered as if received by the party to whom the notice was sent 3 business days from the day of its delivery by mail. Any notice or demand sent by courier shall be considered as if received by the Trustee on the first business day following the date of its delivery to the Trustee. Any notice or demand sent by facsimile and/or email (plus a telephone verification regarding its receipt) shall be considered as if received by the party to whom it was sent on the first business day following the date of telephone verification. Email will be confirmed by return reply, however, an automatic reply message shall not be considered as confirmation.

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22.5 Copies of notices and invitations given by the Company to the BOND holders shall also be sent by it to the Trustee. Copies of notices and invitations given by the Trustee to the BOND holders shall also be sent by him to the Company, provided that this does not harm the rights of the BOND holders.

23 Changes to the Trust Deed, Waiver and Compromise

23.1

Subject to the provisions of the Securities Law and the regulations established by virtue thereof and subject to the provisions of any law, including, in accordance with the Insolvency Law, the Trustee shall be entitled from time to time and at any time, if convinced that it does not involve harm to the rights of BOND holders, to waive any breach and/or non-fulfillment of any term of the conditions of the BONDS or the Trust Deed by the Company that do not refer to the repayment terms of the BONDS (including repayment dates and interest payments and the interest rate, including default interest), to the grounds for immediate repayment, to the financial covenants in this deed, to distribution restrictions, to interest adjustment in case of a rating downgrade, to interest adjustment in case of non-compliance with financial covenants, to restrictions regarding series expansion, negative pledge provisions, provisions of section 4.5 above, issuance of additional series as detailed in section 2.5 2.6 above, default interest as detailed in section 7.5 of the First Appendix to the Trust Deed, and to the reports the Company must provide to the Trustee.

23.2

Subject to the provisions of the Securities Law and the regulations established by virtue thereof and subject to the provisions of any law, including in accordance with the Insolvency Law, and with prior approval by a special resolution, the Trustee shall be entitled, whether before or after the principal of the BONDS stands for repayment, to compromise with the Company regarding any right or claim of the BOND holders or any of them and to agree with the Company on any arrangement of their rights, including to waive any right or claim of the BOND holders towards the Company.

23.3

Subject to the provisions of the Securities Law and the regulations established by virtue thereof and subject to the provisions of any law, the Company and the Trustee may, whether before or after the principal of the

BONDS stands for repayment, change the Trust Deed and/or the terms of the BONDS if one of the following has occurred:

23.3.1 The Trustee is convinced that the change does not harm the BOND holders. The provisions of this paragraph shall not apply regarding a change concerning payments (including principal repayment dates and/or interest payments and interest rate) under the BONDS (Series XVII), to grounds for immediate repayment, to financial covenants in this deed, to distribution restrictions, to interest adjustment in case of a rating downgrade, to interest adjustment in case of non-compliance with financial covenants, to restrictions regarding series expansion, negative pledge provisions, provisions of section 4.5 above, issuance of additional series as detailed in section 2.6 2.5 above, default interest as detailed in section 7.5 of the First Appendix to the Trust Deed, to the reports the Company must provide to the Trustee, and also regarding a change of the identity of the Trustee or his fee in the Trust Deed for the purpose of appointing a trustee in place of a trustee whose term has ended.

23.3.2 The proposed change was approved by a special resolution.

23.4 The Company shall give notice to the BOND holders by means of an immediate report to be published on the website of the Securities Authority (MAGNA) of any such change according to section 23.1 or 23.3.1 above, as soon as possible before its implementation.

23.5 In any case of using the Trustee's right under this section, the Trustee shall be entitled to demand from the BOND holders to deliver to him or to the Company the BOND certificates, for the purpose of recording a note therein regarding any compromise, waiver, change or amendment as stated, and upon the Trustee's demand the Company shall record such a note. In any case of using the Trustee's right under this section, he shall notify the BOND holders thereof, in writing, within a reasonable time.

.24 Register of Holders

The Company shall hold and manage at its registered office a register of BOND holders in accordance with the provisions of the Securities Law, which shall be open to any person's inspection.

.25 Expiration of the Trustee's Term and Appointment of a New Trustee

25.1 The appointment of the Trustee, his replacement, his term (including its expiration), his resignation, and his dismissal shall be subject to the provisions of the

Securities Law.

25.2. Any new trustee shall have the same powers, authorities, duties, and other inspirations as the Trustee whose term has expired, and he shall act in accordance with the provisions of this deed, for all intents and purposes as if he had been appointed as the Trustee for the BONDS from the outset.

25.3. The Trustee undertakes to act in cooperation with the Company and the substitute trustee for the purpose of transferring the trust funds, its assets, and its rights (to the extent they are in his hands) to the substitute trustee upon the end of his term (including expiration). It is clarified that the end of the Trustee's term does not derogate from rights, claims, or arguments that the Company and/or the BOND holders may have against the Trustee, as far as they exist, whose cause of action precedes the date of the end of his term as Trustee, and this does not release the Trustee from any liability under any law, and that the end of the Trustee's term does not derogate from rights, claims, or arguments that the Trustee may have against the Company and/or the BOND holders, as far as they exist, whose cause of action precedes and/or results from a claim whose cause of action precedes the date of the end of his term as Trustee, and this does not release the Company and/or the BOND holders from any liability under any law.

25.4.

The Trustee shall be entitled to resign from his position at any time he wishes after giving written notice to the Company, in which the reasons for the resignation shall be specified. The Trustee's resignation is not effective unless it has been approved by the court, and from the day set for this in the court's approval as stated.

25.5. The Securities Authority is entitled to apply to the court with a request to terminate the Trustee's term, according to section 35N of the Securities Law or any other provision that replaces it.

25.6. The Company shall notify the BOND holders of any such event as mentioned above in connection with the Trustee's term.

25.7. In addition to the above, a decision to remove the Trustee from his position shall be made at a meeting of BOND holders attended by holders of at least fifty percent of the outstanding Par Value of the BONDS, or an adjourned meeting of holders attended by holders of at least ten percent of the balance as stated, as applicable, by a majority of at least 75% of all votes of the BOND holders who participated in the vote.

25.8. If the Trustee's term has expired, the court may appoint another trustee, who shall be a company registered in Israel whose main business is conducting trusts and who meets the eligibility conditions required by law, for a period under conditions that the court deems appropriate. The Trustee whose term has expired shall continue to serve in his position until another trustee is appointed.

25.9. The Company shall publish an immediate report in any case of the Trustee's resignation and/or the appointment of another trustee.

Trustee's Liability

26.1. Notwithstanding anything stated in any law and anywhere in the Trust Deed, as long as the Trustee acted for the fulfillment of his duties in good faith and within a reasonable time and also investigated the facts that a reasonable trustee would investigate in the circumstances of the case, he shall not be liable for damage caused, 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.

26.2. 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, he shall not be liable due to performing the said action.

Meetings of the Holders

Meetings of the holders shall be conducted as stated in the Second Appendix to this deed.

Reporting to the Trustee

The Company shall provide the Trustee, as long as all the BONDS have not been fully repaid:

28.1. Financial reports of the Company for the fiscal year that ended on December 31 of the past year, immediately after their publication by the Company at the times set in the Securities Law, and this also in the event that the Company ceases to be a reporting corporation.

28.2. Any interim financial report of the Company, immediately after its publication by the Company, along with an accountant/accountants' review report regarding that financial report at the times set in the Securities Law, and this also in the event that the Company ceases to be a reporting corporation.

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28.3 Confirmation from the Company's accountant and/or the senior financial officer in the Company (and in the event that no senior financial officer serves at that time, then confirmation from the Company's CEO or their deputy may also be provided) regarding the performance of the interest and/or principal payment and their timing to the BONDS holders and the remaining par value of the outstanding BONDS, within 7 days after the Trustee requests such confirmation from the Company in writing.

28.4 No later than 10 business days after the publication of the annual financial reports of the Company, and as long as this deed is in effect, the Company will provide the Trustee with a written confirmation from the Company, stating that in the period from the date of the deed and/or from the date of the previous confirmation provided to the Trustee, whichever is later, until the date of providing the confirmation, no fundamental breach of this deed and the terms of the BONDS exists on the part of the Company, unless explicitly stated otherwise therein.

28.5 Within 10 business days from the date of publication of the quarterly and/or annual financial reports of the Company, a confirmation in a format to the satisfaction of the Trustee from the auditing accountant of the Company and from the senior financial officer in the Company whereby the Company meets each of the financial covenants detailed in section 4.4 of this deed, along with a detailed calculation of the said covenants, as well as a confirmation that during the relevant quarter no owners' loans were repaid or alternatively and to the extent they were repaid, the Company met the conditions set in section 4.3 above.

28.6 At least two (2) days after the declaration by the authorized body of a distribution and prior to the actual performance of the distribution, the Company will deliver to the Trustee: (1) Confirmation from the senior financial officer in the Company in a format to the satisfaction of the Trustee, in which the following matters shall be confirmed: a. that the performance of a distribution decided upon by the Company meets the limitations detailed in sections 4.3.1, 4.3.2, 4.3.6, 4.3.7 of this deed; b. that at the time of performing the distribution, the Company meets all its material obligations under this Trust Deed and is not in a material breach of any of the provisions of this deed or any term of the terms of the BONDS; c. the distribution does not harm the Company's ability to repay its obligations under the BONDS, and also - (2) confirmations signed by the senior financial officer and by the auditing accountant of the Company that the performance of a distribution decided upon by the Company meets the limitations detailed in sections 4.3.3 to 4.3.5 of this deed, including detailing of the relevant calculations. It is clarified that the receipt of the confirmations by the Trustee does not constitute confirmation of the data on which the confirmations are based as stated.

28.7 A copy of any document or any information that the Company transfers to its shareholders or to the holders of the BONDS, including any report submitted by law to the Securities Authority for public publication (immediate reports), immediately upon its publication. An immediate report in the MAGNA system of the Securities Authority, regarding sections 28.1 and 28.2, shall be considered as if delivered to the Trustee. At the request of the Trustee, the Company will deliver a printed copy of the report or information as mentioned to the Trustee.

28.8 To notify the Trustee of any change in its name or address in writing no later than one trading day from the date of the change.

28.9 The Company will deliver a written notice to the Trustee in the event that it becomes aware of a breach of a material provision of the Trust Deed provisions, immediately.

28.10 To deliver to the Trustee no later than the end of 15 days from the date of issuance of the BONDS according to the shelf offering report and/or from the date of expansion of the series, a certified true copy of the BONDS certificate.

28.11 No later than 10 business days from the publication of an annual financial report, the Company will transfer a confirmation to the Trustee in a format to its satisfaction, signed in original by a senior financial officer, that it is not breaching the provisions of section 5.2 and section 5.3 of the Trust Deed, along with printouts from the Registrar of Companies and the Registrar of Pledges, and will also state this in the Board of Directors' report or in the financial report that the Company will publish until the full repayment of the BONDS.

28.12 If the Company ceases to be a reporting corporation, as defined in the Securities Law, the Company will deliver to the BONDS holders (Series XVII) via the Trustee the reports as required from a non-reporting corporation in accordance with the requirements listed in the Regulation Codex - Principles for Business Management, Gate 5, Part 2 - Capital Measurement and Risk Management, Chapter 4 - Investment Asset Management, published by the Capital Market, Insurance and Savings Department at the Ministry of Finance and beginning on May 1, 2014, as updated from time to time and at the times set therein, signed by the senior financial officer and the CEO of the Company.

29. Reports on Trust Affairs

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29.1. If the Trustee becomes aware of a material breach of the Trust Deed by the Company, by virtue of public publications of the Company or by virtue of the Company's notice to the Trustee, it will notify the BONDS holders (Series XVII) of the breach and of the steps it has taken for its prevention or for the fulfillment of the Company's obligations, as applicable. This duty shall not apply if it is an event published by the Company according to law. This duty of the Trustee is subject to its actual knowledge of the said breach.

29.2. The Trustee will prepare by the end of the second quarter of each calendar year an annual report on the trust affairs for the previous calendar year ("the Annual Report").

29.3. The Annual Report may include detailing of the following topics and any other topic required by any law:

29.3.1. Ongoing detailing of the course of trust affairs in the past year.

29.3.2. Reporting on unusual events in connection with the trust that occurred during the past year.

29.3.3. The Trustee will publish (by itself or via the Company at the Trustee's request) the Annual Report on the MAGNA system.

29.4. Upon request of the holders of more than 5% (five percent) of the remaining par value of the BONDS, the Trustee will transfer to the BONDS holders data and details regarding its expenses in connection with the trust for the BONDS.

29.5. The Trustee will deliver a report regarding actions it performed according to the provisions of Chapter E'2 of the Securities Law, upon reasonable request of the holders of at least ten percent (10%) of the remaining par value of the BONDS, within a reasonable time from the date of the request, and all subject to the confidentiality duty the Trustee owes to the Company as stated in section 35J(d) of the Securities Law.

29.6.

As of the date of signing this deed, the Trustee declares that it is insured with professional liability insurance in the amount of 10 million US Dollars² for the period ("the Coverage Amount"). To the extent that before the full repayment of the BONDS the Coverage Amount is reduced from a total of 8 million US Dollars³ for any reason, then the Trustee will update the Company no later than 7 business days from the day it becomes aware of the said reduction from the insurer in order to publish an immediate report on the subject. The provisions of this section will apply until the date of entry into force of regulations to the Securities Law which will regulate the insurance coverage duty of the Trustee. After the entry into force of such regulations, the duty shall apply to the Trustee to update the Company only in the event that the Trustee does not meet the requirements of the regulations.

30. Presentation of a BOND to the Trustee and Recording in Connection with Partial Payment

30.1. The Trustee shall be entitled to demand from a BOND holder to present to the Trustee, at the time of any interest payment or partial payment of principal, interest according to sections 8, 9 and 10 above, the BONDS certificate for which the payments are being made.

30.2. The Trustee shall be entitled to record on the BONDS certificate a note regarding the amounts paid as stated above and the date of their payment.

30.3. The Trustee shall be entitled in any special case, at its discretion, to waive the presentation of the BONDS certificate after it was given by a BOND holder an indemnity letter and/or sufficient security to its satisfaction for damages that are liable to be caused due to the non-recording of the note as stated, all as it finds fit.

30.4. Notwithstanding the above, the Trustee shall be entitled at its discretion to maintain records in another manner, regarding such partial payments.

31. Applicable Law and Jurisdiction

The law applicable to this Trust Deed, and its appendices, is Israeli law only. In any matter not mentioned in this deed as well as in any case of contradiction between the provisions of the law which cannot be stipulated against and this deed, the parties shall act according to the provisions of Israeli law which are not subject to stipulation. In any case of contradiction between the provisions described in the prospectus and/or

2 As of the date of renewal of the insurance policy.

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

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in the shelf offering report in connection with this Trust Deed and its accompanying documents, the provisions of this deed shall prevail, subject to the provisions of the TASE Regulations and the instructions thereunder, as they may be from time to time. The Company declares that as of the date of signing the Trust Deed (Series XVII), no such contradictions exist. The courts in the city of Tel Aviv-Jaffa shall have exclusive and sole jurisdiction in any dispute regarding this Trust Deed.

32. Addresses

The addresses of the parties shall be as detailed in the preamble to this deed, or any other address for which an appropriate written notice shall be given to the counterparty.

33. Authorization for MAGNA

The Trustee authorizes, by its signature on this deed, each of the authorized signatories of the Company to report in its name in the MAGNA system about its engagement in this deed and its signature on it.

In witness whereof the parties have set their hands:

Reznik Paz Nevo Trusts Ltd. Oil Refineries Ltd.

I, the undersigned [...], Adv., confirm that this Trust Deed was signed by Messrs. [__] and their signature binds Oil Refineries Ltd. in connection with this Trust Deed.

[ ], Adv.

I, the undersigned [...], Adv., confirm that this Trust Deed was signed by [__], and their signature along with the Company's seal or its printed name binds Reznik Paz Nevo Trusts Ltd. in connection with this Trust Deed.

[____], Adv.

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The First Appendix to the Trust Deed

Oil Refineries Ltd.

BOND (Series XVII) ("the BOND")

Registered BOND in the name of

Number: ____.

Par value of this certificate: ____ NIS.

Annual interest rate: 4.5%

This BOND testifies that Oil Refineries Ltd. ("the Company") will pay to Mizrahi Tefahot Registration Company Ltd. and to whoever will be the registered holder of the BOND on the record date for principal and/or interest payments, all subject to the details in the registered terms on the reverse and the Trust Deed.
The BOND shall not be linked (principal and interest), all as detailed in the registered terms on the reverse.

This BOND is issued as part of a series of BONDS with identical terms to the terms of this BOND ("the BONDS Series"), issued in accordance with a trust deed ("the Trust Deed") dated [...], which was signed between the Company on one side and Reznik Paz Nevo Trusts Ltd. ("the Trustee"). It is clarified that the provisions of the Trust Deed shall constitute an integral part of the provisions of this BOND, and shall bind the Company and the holders of the BONDS included in the aforementioned series. As of the date of the first allocation of the BONDS (Series XVII), the BONDS (Series XVII) are not secured by any pledge. All BONDS of the aforementioned series shall rank pari-passu among themselves, without any preferred right of one over the other.

This BOND is issued subject to the terms registered on the reverse and in the Trust Deed, which constitute an integral part of the BOND.

Signed with the Company's seal which was stamped on day ___

Oil Refineries Ltd.

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The Terms Registered Overleaf

5. General

5.1. In this BOND, the following expressions shall have the meanings specified alongside them below, unless explicitly stated otherwise:

"Shelf Offering Report" or "The Offering Report"	Shelf offering report of the BONDS (Series XVII), which will be made in accordance with the provisions of Section 23A(f) of the Securities Law, 5728-1968 ("Securities Law"), and in which the specific details for that offering will be completed, in accordance with the provisions of any law, in accordance with the TASE Regulations and guidelines, as they shall be at that time, and also in accordance with and subject to the provisions of the Trust Deed.
"The First Offering Report"	Shelf offering report according to which the BONDS (Series XVII) were first issued.
"Financial Statements" or "Financial Statement"	Consolidated financial statements of the Company, reviewed or audited, as the case may be.
"The Trustee"	Reznik Paz Nevo Trusts Ltd, and/or anyone who shall serve from time to time as trustee for the BOND holders under the Trust Deed.
"Business Day" or "Banking Business Day"	Any day on which most banks in Israel are open for conducting transactions.
"Principal"	The total par value of the BONDS (Series XVII).
"Special Resolution"	As defined in the Trust Deed.
"The Registration Company"	Mizrahi Tefahot Registration Company Ltd and/or any registration company with which the Company shall contract, provided that all securities of the Company shall be registered in the name of that registration company.
"BONDS" or "BOND Series" or "BONDS (Series XVII)"	BONDS (Series XVII), registered in name, with a par value of 1 NIS each, the terms of which are in accordance with the BOND certificate and the Trust Deed, which shall be offered in accordance with the Shelf Prospectus by means of the Shelf Offering Report;

"BOND Holder (Series XVII)" or "Holder"
As the meaning of the term holder of certificates of commitment in the Securities Law.

"Trading Day"
A day on which transactions are carried out on the TASE.

"TASE Clearing House"
The Tel Aviv Stock Exchange Clearing House Ltd.

"The Prospectus" or "Shelf Prospectus"
Shelf prospectus of the Company dated November 12, 2024.

Any other term or expression in this BOND shall have the meaning given to it in the Trust Deed unless explicitly stated otherwise below.

The terms of the BONDS (The Terms Registered Overleaf) 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 these BOND terms. 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.

6. Principal of the BONDS (Series XVII)

The Principal of the BONDS (Series XVII) will be repaid in 14 semi-annual unequal payments, which will be paid on March 25 and September 25 of each of the years 2030 to 2036 (inclusive), where in each of the first to fourth repayments (inclusive), 5% of the principal will be repaid, the fifth to eighth (inclusive) will repay 6% of the principal, the ninth and tenth (inclusive) will repay 8% of the principal, and the eleventh to fourteenth (inclusive) and the last will repay 10% of the principal.

7. The Interest of the BONDS (Series XVII)

7.1. Interest on the outstanding balance, as it will be from time to time, of the Principal of the BONDS (Series XVII), will be paid

twice a year, on March 25 of each of the years 2027 to 2036 (inclusive) and on September 25 of each of the years 2026 to 2036 (inclusive), such that the first payment of interest will be paid on September 25, 2026 and the last payment will be paid together with the final repayment of the Principal on September 25, 2036.

7.2. The Principal of the BONDS and the interest on the Principal of the BONDS (Series XVII) are not linked.

7.3. The outstanding balance of the Principal of the BONDS (Series XVII) shall bear a fixed annual interest rate of 4.5% ("Base Interest"), subject to interest adjustment mechanisms in the event of changes in the rating of the BONDS and in the event of non-compliance with financial covenants, as detailed in Sections 7.6 and 7.7 respectively below.

7.4.

Interest payments shall be paid for the six-month period ending on the day preceding the relevant interest payment date ("Interest Period"), except for the first interest payment which will be made on September 25, 2026, which will be paid for the period beginning on the settlement date (meaning the date on which the securities' subscriber was charged for the issuance proceeds) and ending one day before the said payment date, i.e., on September 24, 2026, for which interest will be calculated on the basis of the number of days in the said period and on the basis of 365 days a year. The Company will publish in the report regarding the results of the issuance also the first interest period. Each additional interest period of the BONDS (Series XVII) will begin on the first day after the end of the interest period adjacent to it, and will end at the end of the interest period (i.e.: on the payment date adjacent after its start date) and the interest for it will be at the rate of the Base Interest rate divided by 2, without linkage.

7.5. Any payment on account of the Principal and/or interest, which is paid with a delay exceeding 7 business days from the date set for its payment according to this BOND, for reasons dependent on the Company, shall bear arrears interest from the date set for its payment until the date of its actual payment. In this regard, arrears interest means annual interest (including adjustments, as they may apply, in accordance with the provisions of Sections 7.6 and 7.7 below) plus 3.5%. In the case where arrears interest is paid, the Company shall publish an immediate report at least two trading days before such payment in which it will announce its rate and date of payment of the arrears interest and the interest rate that will be paid in practice.

7.6. Adjustment Mechanism for Interest Rate Changes as a Result of a Rating Change

The interest rate the BONDS shall bear will be adjusted for a change in the rating of the BONDS as detailed below:

7.6.1. To the extent that the rating of the BONDS (Series XVII) by Standard and Poor's Maalot (hereinafter in this Section 7.6: "Maalot") or any other rating company that shall come in its place (hereinafter in this Section 11.6.7.6: "The Rating Company") (in the case of replacing a rating company, the Company shall provide the Trustee with a comparison between the rating scale of the replaced rating company and the rating scale of the new rating company) is updated during any interest period, such that the rating set for the BONDS (Series XVII) will be lower by two notches or more ("The Reduced Rating") than the rating of iA+ ("Base Rating") of Maalot (or an equivalent rating that shall come in its place which shall be determined by another rating company, to the extent it replaces Maalot), the annual interest rate that the outstanding balance of the Principal of the BONDS (Series XVII) will bear shall increase by the rate detailed below (hereinafter in this Section 7.6: "Additional Interest Rate"), above the Base Interest rate or above the interest rate on the outstanding balance of the BONDS (Series XVII) as it was before the rating reduction, in the case where the interest rate already increased previously in accordance with the provisions of this Section 7.6 or Section 7.7 of this addendum, whichever is higher, for the period beginning at the start of the next interest period and until full repayment of the outstanding balance of the Principal of the BONDS (Series XVII) or until the date on which the interest is reduced due to an upward rating update as detailed in Section 7.6.57.6.5 below, whichever is earlier. In this regard, the Additional Interest Rate (above the Base Interest) that the outstanding balance of the Principal of the BONDS (Series XVII) shall bear will be: (a) if the Reduced Rating is lower by two notches than the Base Rating, the interest rate will increase by 0.5%; (b) if the Reduced Rating is lower by three notches than the Base Rating, the interest rate will increase by 0.75%; and (c) if the Reduced Rating is lower by four notches than the Base Rating, the interest rate will increase by 1%.

For the removal of doubt, it is clarified that in no case (except due to the addition of arrears interest as stated in Section 7.57.5 above, and except for a case in which the events detailed in Section 7.7.17.7.1 apply to the BONDS) shall the Additional Interest Rate exceed 1%.

7.6.2. If the interest rate was updated as stated above, the change will apply for the period beginning from the start of the next interest period after the interest period in which the rating change occurred and until the full repayment of the outstanding balance of the Principal of the BONDS (Series XVII), or as detailed in

Section 7.6.5 below. It is clarified that if the BONDS are rated by more than one rating company, the rating of the BONDS for the purpose of this section will be determined according to the low rating.

7.6.3. No later than the end of one business day from receiving the notice from the rating company regarding the downgrade of the BONDS (Series XVII) rating to the Reduced Rating as defined in subsection 7.6.1 above or a lower rating, the Company shall publish an immediate report, in which the Company shall state: (a) the fact of the rating downgrade, the Reduced Rating or the lower rating, the rating report and the date of commencement of the rating of the BONDS (Series XVII) at the Reduced Rating (hereinafter in this Section 7.6: "Rating Downgrade Date"); (b) the annual interest rate and the semi-annual interest rate (which shall be calculated as annual interest divided by two (2)) for the subsequent periods.

7.6.4. In the case of a rating update of the BONDS (Series XVII) by the rating company, in a manner that will affect the interest rate that the BONDS (Series XVII) shall bear as stated in Section 7.6.1 above, the Company shall notify the Trustee thereof in writing within two business days from the date of publication of the immediate report as stated. Publication of an immediate report in this matter shall be considered delivery to the Trustee.

7.6.5. It is clarified that in the event that after the rating downgrade that affected the interest rate that the BONDS (Series XVII) shall bear as stated above in Section 7.6.1, the rating company updates the rating for the BONDS (Series XVII) upwards, to a rating equal to or higher than the Base Rating or to a rating where the Additional Interest Rate is lower, as detailed above (hereinafter in this Section 7.6: "The High Rating"), then the interest rate to be paid by the Company to the BOND holders (Series XVII) will decrease, at the relevant interest payment date, for the period starting from the beginning of the next interest period, such that the interest rate the outstanding balance of the Principal of the BONDS (Series XVII) will bear shall be the annual interest rate, without any addition or with a lower addition as stated above (and in any case, the annual interest rate that the BONDS shall bear shall not fall below the Base Interest rate) and subject to the interest addition as defined in Section 7.7.1 below and to arrears interest, as they may apply. In such a case, the Company shall act in accordance with the provisions of subsections 7.6.2-7.6.4 above, with the necessary changes resulting from the High Rating instead of the Reduced Rating. It is clarified that if the BONDS are rated by more than one rating company, the rating of the BONDS for the purpose of this section will be determined according to the low rating. It is clarified that any rating upgrade of the BONDS beyond the Base Rating will not affect the interest borne by the BONDS.

7.6.6. To the extent that the BONDS (Series XVII) cease to be rated for a reason dependent on the Company for a period exceeding 60 days, prior to their final repayment, the cessation of rating shall be considered as a rating downgrade of the BONDS (Series XVII) to the rating for which the BOND holders (Series XVII) are entitled to the maximum Additional Interest Rate, i.e., $1\%$, all provided that at that time there is at least one active rating company in Israel. If the BONDS (Series XVII) were not re-rated before 60 days have passed, the Company will see the date of cessation of rating as the commencement date of the Reduced Rating for interest payment purposes and the provisions of subsections 7.6.1-7.6.5 shall apply accordingly. Nothing in the above shall derogate from the provisions of Section 6.1.10 of the Trust Deed. For the removal of doubt, it is clarified that if the BONDS cease to be rated, before the final repayment date, for a reason not dependent on the Company, this will not affect the interest rate as stated in subsection 7.6.1 above and the provisions of this Section 7.6.6 will in any case not apply.

7.6.7. It is clarified that replacing a rating company (if and to the extent the Company decides to replace it) in itself shall not affect the interest rate as stated in subsection 7.6.1 above.

7.6.8 For the removal of doubt, it is clarified that a change in the rating outlook of the BONDS will not result in a change in the interest rate the BONDS shall bear. Furthermore, notwithstanding anything stated in this section above and below, a downgrade or upgrade of the BONDS rating, carried out as part of a rating update for all companies in Israel engaged in the Company's field of activity, solely as a result of a change

in the rating company's methodology, shall not result in any change in the interest rate that the BONDS shall bear. It is hereby clarified that as long as the BONDS are rated or will be rated simultaneously by more than one rating company, the cessation of rating by one rating company as stated shall not constitute grounds for immediate repayment as stated in Section 6.1.10 of the Trust Deed. It is also clarified that the adjustment of the interest rate in accordance with the provisions of Section 7.6 shall apply starting from the next interest period after the interest period in which the rating change occurred by all rating companies. It is clarified that if the BONDS are rated by more than one rating company, the rating of the BONDS for the purpose of this section will be determined according to the low rating. However, it is clarified that replacing the rating company is at the sole discretion of the Company, and the mere replacement of the rating company will not constitute a breach by the Company of the provisions of this Trust Deed and/or grounds for calling the BONDS (Series XVII) for immediate repayment. In the event that the Company replaces a rating company for BONDS (Series XVII) or terminates the engagement with it (even in the case where the BONDS are rated by several rating companies), the Company shall deliver written notice thereof to the Trustee and the BOND holders (Series XVII), by publishing an immediate report and shall state in its notice the reasons for the change in identity of the rating company, no later than one trading day from the date of replacement or termination of the engagement with the rating company, as the case may be. It is clarified that nothing in the above shall derogate from the Company's right to replace a rating company at any time, at its sole discretion and for any reason it sees fit.

7.7. Adjustment Mechanism for Interest Rate Changes as a Result of Non-Compliance with Financial Covenants

Without derogating from the provisions of Section 6.1.16 of the Trust Deed, the interest rate the BONDS shall bear will be adjusted for non-compliance with one or more of the following financial covenants:

7.7.1. To the extent the equity of the Company is lower than 740 million US Dollars or the ratio between the equity of the Company plus owner loans taken by the Company (if and to the extent there will be such in the future) and the total balance sheet of the Company is lower than 18.5% or the net debt divided by annual neutralized EBITDA exceeds 7.5 (as these terms are defined in Section 4.4 of the Trust Deed) (hereinafter in this Section 7.7: "The Covenants"), without a requirement that non-compliance be according to two financial statements as stated in the said section (i.e., starting from the first financial statement from which it appears that a deviation from the covenants has occurred), the annual interest rate that the outstanding balance of the Principal of the BONDS will bear shall be increased due to non-compliance with one of the covenants by an annual rate of 0.25% above the interest rate borne by the BONDS at that time (hereinafter in this Section 7.7: "The Interest Addition"), for the period beginning on the date of publication of the financial statements from which the non-compliance with one or more of the said financial covenants arises (and it is clarified that if there is non-compliance with more than one covenant, the interest addition will be adjusted at the maximum rate as defined below), and until full repayment of the outstanding balance of the Principal of the BONDS or until the date on which the Company returns to compliance with all covenants (as stated in Section 7.7.4 below), whichever is earlier. It is clarified that the increase in the interest rate as stated above shall be made only once due to a deviation from one financial covenant to the extent there is such a deviation, and the interest rate shall not increase again in the event that the deviation from the same financial covenant continues. It should be emphasized that in any case, the interest addition for the deviation from the financial covenants, regardless of the number of financial covenants with which the Company does not comply at that time, shall not exceed 0.5% ("The Maximum Rate"). Arrears interest, to the extent it applies, will be added to the said rate and will not be part of it.

7.7.2. No later than the end of one business day from the date of publication of financial statements for a specific period according to which the Company did not comply with the covenants (hereinafter in this Section 7.7: "Date of Deviation from Covenants")

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Deviation Date"), the Company shall publish an immediate report, in which the Company will specify: (a) the fact of non-compliance with the financial covenants, including the calculation of the financial covenants; (b) the interest rate for the period starting from the current interest period until the deviation date from the financial covenants (the interest rate will be calculated based on the number of days in this period divided by 365 days per year) (hereinafter in this Section 7.7: "Original Interest"); (c) the interest rate from the deviation date from the financial covenants until the next actual interest payment date, meaning: the Original Interest plus the additional annual interest rate (the interest rate will be calculated based on the number of days in this period divided by 365 days per year); (d) the weighted interest rate that the Company will pay to the HOLDERS of the BONDS (Series XVII) on the upcoming interest payment date, resulting from the provisions of sub-sections (b) and (c) above; (e) the annual interest rate reflected by the weighted interest rate; (f) the annual interest rate and the semi-annual interest rate for the following periods, and the Company shall also notify the Trustee of this in writing.

7.7.3 If the deviation date from the financial covenants occurs during the days starting four (4) days before any record date for an interest payment, and ending on the interest payment date closest to said record date (hereinafter in this Section 7.7 - the "Delay Period"), the Company shall pay the HOLDERS of the BONDS (Series XVII) on the upcoming interest payment date the Original Interest rate, while the interest addition rate resulting from a deviation from a financial covenant during the Delay Period shall be paid on the next interest payment date (hereinafter in this Section 7.7 - the "Next Interest Payment"), to the holders on the record date of the Next Interest Payment. The Company shall announce in an immediate report the exact interest rate to be paid on the Next Interest Payment date.

7.7.4 To the extent that the Company returns to compliance with all financial covenants, then the interest addition for the deviation from the financial covenants shall be canceled, for the period starting from the date of publication of the financial statements showing that the Company complies with all financial covenants, so that the interest rate carried by the outstanding balance of the BONDS principal (Series XVII) shall be the base interest rate (provided no interest rate addition has occurred as stated in Section 7.6 above). In such a case, the Company shall act in accordance with the provisions of sub-sections 7.7.1 and 7.7.2 above, with the necessary changes. It is clarified that if the Company returns to compliance with most financial covenants, such that it does not comply with only one financial covenant, then the interest addition shall be reduced proportionally, such that it stands at 0.25% for the non-compliance with the remaining financial covenant.

7.8 The changes in the interest rate as a result of a rating downgrade, as stated in Section 7.6 above, and/or as a result of the Company's non-compliance with a financial covenant as stated in Section 7.7 above, are cumulative and independent of each other, provided that in any case, the interest rate added to the base interest by virtue of Sections 7.6 and 7.7 above shall not exceed the maximum additional interest rate, which is up to 1.5%. Arrears interest, to the extent applicable, shall be added to the said rate and shall not constitute a part of it.

8 Principal and Interest Payments of the BONDS

8.1 Payments on account of interest and/or principal for the BONDS offered under the shelf prospectus and the first offering report shall be paid to the persons whose names are registered in the register of HOLDERS of the BONDS (Series XVII) on the record date for the payment of principal and/or interest (i.e. - March 19 and/or September 19, of each relevant calendar year, as applicable), (the "Record Date"), except for the final payment of principal and interest which shall be paid to the persons whose names are registered in the register on the payment date and which shall be made against the delivery of the BONDS certificates (Series XVII) to the Company on the payment date, at the address for receiving court documents in Israel or any other place in Israel of which the Company shall notify no later than five (5) business days before the final payment date.

It is clarified that anyone not registered as a holder in the Company's register of BONDS (Series XVII) on any of the dates mentioned in this section above, shall not be entitled to interest payment for the interest period beginning before that date.

8.2 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 business day following it without additional payment, and the "Record Date" for determining eligibility for redemption shall not change because of this.

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8.3. 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 register and who are specified in the details provided in writing to the Company in advance, in accordance with the provisions of Section 8.4 below. If the Company is unable to pay any amount to those entitled to it, for reasons beyond its control, while the Company was able to pay it in full and on time, the provisions of Section 11 of the Trust Deed shall apply.

8.4. The holder of the BONDS (Series XVII) shall notify the Company of the bank account details for crediting payments to that holder, or of a change in said account details or address, as applicable, by written notice sent by registered mail to the Company; however, the Company shall only be obligated to act upon the holder's notice regarding such a change if it reached its registered office at least fifteen (15) business days before the scheduled date for any payment under the bond. In the event that the notice is received by the Company late, the Company shall act upon it only in relation to payments whose due date falls after the payment date adjacent to the day of receipt of the notice.

8.5. If a holder of BONDS entitled to payment as stated above did not provide the Company with bank account details in advance, any payment on account of principal and interest shall be made by a check sent by registered mail to the last registered address in the register. Sending a check to the entitled person by registered mail as stated shall be considered for all intents and purposes as payment of the amount specified therein on the date it was sent by mail, provided it is honored upon proper presentation for collection.

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

Failure to pay for reasons beyond the Company's control

For provisions regarding the failure to pay for reasons beyond the Company's control, while the Company was able to pay it in full and on time, see Section 11 of the Trust Deed.

BONDS Certificates and Splitting

10.1. Each bond certificate is splittable into several bond certificates, provided that the total principal amounts specified in them equal the par value of the certificate whose split is requested, and provided that such certificates shall not be issued except in a reasonable quantity.

10.2. The splitting of the bond certificate as stated shall be performed upon a split request signed by the owner of the BONDS in the certificate or their legal representatives, which shall be delivered to the Company at the address for receiving court documents in Israel (or another place in Israel as directed by the Company), accompanied by the bond certificate whose split is requested.

10.3. The execution of the split shall be carried out within seven (7) days from the end of the month in which the certificate was delivered at the address for receiving court documents in Israel (or another place in Israel as directed by the Company). The new bond certificates issued following the split shall be in par value amounts of whole New Israeli Shekels each.

10.4.

All expenses involved in the splitting, including taxes and levies if any, shall be borne by the party requesting the split.

11. Transfer of the bond

11.1. The BONDS are transferable regarding any par value amount, provided it is in whole New Israeli Shekels. Any transfer of the BONDS that is not carried out on the stock exchange shall be done by a transfer deed drawn up in the accepted format for share transfers, duly signed by the registered holder or their legal representatives, and by the transferee or their legal representatives, which shall be delivered to the Company at the address for receiving court documents in Israel (or another place in Israel as directed by the Company) accompanied by the bond certificate transferred under it, and any other reasonable proof required by the Company to prove the transferor's right to transfer them.

11.2. Subject to the above, provisions included in the Company's articles of association regarding the manner of share transfers shall apply, with necessary changes as applicable, regarding the manner of transfer and endorsement of the BONDS.

11.3. If any mandatory payment applies to the transfer deed of the BONDS, reasonable evidence of its payment by the transfer requester, to the Company's satisfaction, shall be delivered to the Company.

11.4. In the case of a transfer of only part of the par value principal amount of the BONDS in this certificate, the certificate shall first be split according to the provisions of Section 10 above into several bond certificates as required, such that the total par value principal amounts specified in them shall be equal to the par value principal amount of the said bond certificate.

11.5. After all these conditions are met, the transfer will be registered in the register of HOLDERS of BONDS and all terms detailed in the Trust Deed and the bond regarding that series will apply to the transferee.

11.6. All expenses and commissions involved in the transfer shall be borne by the transfer requester.

Register of HOLDERS of BONDS

12.

For provisions regarding the register of HOLDERS of BONDS, see Section 24 of the Trust Deed.

General Provisions

13.

13.1. Principal and interest amounts will be paid to each holder of the bond, in full, without regard to any equitable rights or any right of offset or counterclaim existing or that may exist between the Company and the said holder. Such payments to a non-registered holder will be performed through the Registration Company and via the TASE Clearing House, in accordance with the TASE Regulations and its directives and the TASE Clearing House bylaws.

13.2. The provisions of the Trust Deed shall be considered an integral part of this bond.

13.3. The BONDS will be registered for trading on the TASE.

Collateral

14.

The BONDS are not secured by collateral. For further details, see Section 5 of the Trust Deed.

Early Redemption

15.

15.1. Early Redemption at the Initiative of the TASE

In the event that the BONDS are registered for trading and the TASE decides on delisting the BONDS because the value of the BONDS series fell below the amount determined in the TASE directives regarding delisting of BONDS, the Company shall act as follows:

15.1.1. Within 45 days from the date of the TASE board of directors' decision regarding the delisting as mentioned, the Company shall notify of an early redemption date on which the holder of the BONDS is entitled to redeem them. The notice of the early redemption date will be published in an immediate report sent to the Authority and the TASE (the notice shall also specify the amount of the early redemption proceeds) and in two common daily newspapers in Israel in the Hebrew language, and will be delivered in writing to all registered holders of the BONDS.

15.1.2. The early redemption date of the BONDS (Series XVII) shall occur no sooner than 17 days from the date of publication of the notice and no later than 45 days from the said date, but not during the period between the record date for an interest payment and its actual payment date.

15.1.3. On the early redemption date, the Company shall redeem the BONDS that the holders requested to redeem. The redemption proceeds shall be calculated as stated in Section 15.2.10 below, where for this purpose the market value of the remaining BONDS and the sampling period as stated in this Section 15.1 shall be determined with reference to the date of receipt of the TASE's decision regarding the execution of the early redemption (instead of the date of receipt of the Company's board of directors' decision regarding the execution of the early redemption at the initiative of the Company as stated in Section 15.2 below).

15.1.4. The determination of an early redemption date as stated above does not prejudice the redemption rights set forth in the BONDS of any bondholders who do not redeem them on the early redemption date as stated above, but the BONDS will be delisted from trading on the TASE and will be subject, among other things, to the resulting tax implications.

15.1.5. Early redemption of the BONDS as stated above shall not grant the person who held the BONDS that were redeemed the right to principal or interest payment for the period following the redemption date.

15.2. Early Redemption at the Initiative of the Company

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(Series XVII) for trading on the TASE, and in such case the following provisions shall apply, all subject to the guidelines of the Securities Authority and the TASE Regulations and its directives, as they shall be at the relevant time:

15.2.2. 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 redemptions.

15.2.3. If an early redemption is set in a quarter where an interest payment date is also set, or a partial redemption payment date or a final redemption payment date, the early redemption shall be performed on the date set for such payment. Despite the above, a final redemption can be performed in a quarter even if an interest payment or partial redemption was performed in it.

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

15.2.4. The minimum scope of any early redemption shall not be less than 10 million NIS. Despite the above, a company may perform early redemption in a scope lower than 10 million NIS provided that the frequency of redemptions does not exceed one redemption per year.

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

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

15.2.7. The early redemption date shall not fall within the period between the record date for interest payment regarding the BONDS (Series XVII) and the actual interest payment date.

15.2.8. In the said immediate report, the Company shall publish the principal amount to be repaid in early redemption as well as the interest accrued for the said principal amount until the early redemption date, in accordance with Section 15.2.10 below.

15.2.9. No early redemption shall be made for part of the BONDS (Series XVII) if the final redemption amount is less than 3.2 million NIS.

15.2.10. At the time of a partial early redemption, if any, the Company shall notify in an immediate report of: (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 relative to the outstanding balance; (5) an update on the remaining partial redemption rates, in terms of the original series; (6) the Record Date for eligibility for early redemption of the BONDS principal which shall be six (6) days before the date set for early redemption.

During a partial early redemption, if any, the Company shall pay the interest accrued only for the BONDS principal redeemed in the framework of the partial redemption and not for the entire outstanding balance of the BONDS.

15.2.11.

The amount to be paid to the HOLDERS of the BONDS (Series XVII) in the event of an early redemption at the Company's initiative shall be the higher of the following: (1) the market value of the remaining BONDS (Series XVII) in circulation, which shall be determined based on the average closing price of the BONDS (Series XVII) in the thirty (30) trading days preceding the date of the board of directors' decision to perform early redemption ("Market Value of the Remaining BONDS" and "Sampling Period", respectively). Notwithstanding the above, if the early redemption (partial or full) is set for a quarter in which an interest payment date or a partial redemption date for the BONDS is also set, and the early redemption is performed in that same quarter (along with the interest payment and/or partial redemption), then in this case, for the purpose of calculating the market value of the BONDS to be paid to the holders under this section, the amount paid in that same quarter shall be deducted from the market value of the remaining BONDS (as defined above) scheduled for early redemption.

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date on account of the interest payment only as stated ("the amount paid in the quarter"), and the remaining amount, after deducting the amount paid in the quarter, will be multiplied by the early redemption rate. It will further be clarified that in the event that during the sampling period an interest payment was made, then the amount paid on account of the interest only will be deducted from the closing price determined on the trading days included in the sampling period and which occurred prior to the record date for the payment of the interest paid as stated; or (2) The liability value of the BONDS (Series 17) standing for early redemption in circulation, i.e., principal plus unpaid interest (if any), until the actual early redemption date; or (3) The balance of the cash flows of the BONDS (Series 17) standing for early redemption (principal plus interest, including any interest addition, paid in accordance with the provisions of the Trust Deed, and arrears interest, as relevant) when discounted according to the Government Bond yield (as defined below) plus 1.25%. The discounting of the BONDS (Series 17) standing for early redemption will be calculated from the early redemption date until the final redemption date determined in relation to the BONDS (Series 17) standing for early redemption, as shall be determined in the Trust Deed for the BONDS (Series 17).

For this purpose: "Government Bond yield" means, the average yield (gross) to redemption, in a period of seven trading days, ending two trading days before the date of the announcement of the early redemption, of two series of non-linked government BONDS, with a fixed rate interest, and whose average life is the closest to the average life of the BONDS (Series 17) at the relevant time. That is, one series with the closest duration higher than the duration of the BONDS (Series 17) at the relevant time, and one series with the closest duration lower than the duration of the BONDS (Series 17) at the relevant time and whose weighting will reflect the duration of the BONDS at the relevant time.

In the event that there is no government bond series in circulation with a duration lower than the duration of the BONDS, then the Government Bond yield will be calculated according to the yield of a government bond series with characteristics as detailed in this definition above and its average life is the closest to the average life of the BONDS at the relevant time.

For example: If the duration of government bond A is four (4) years, the duration of government bond B is two (2) years and the duration of the loan balance is three and a half (3.5) years, the yield will be calculated as follows:

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

X = weight of the yield of government bond A

1-X = weight of the yield of government bond B

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

"Duration" - Average life.

To the extent that the alternative in subsection (1) or (3) above is chosen, the difference between the value according to the alternative chosen as stated, and the liability value, will be paid as interest on the redeemed part only.

16. Changes in the terms of the BOND

No change, waiver and/or compromise regarding the terms of the BOND and the rights arising therefrom shall have any effect, unless made in accordance with the provisions of section 23 of the Trust Deed.

17. Receipt from the BONDS holder

17.1. A receipt from a holder and/or a confirmation from the transferring TASE member and/or from the registration company regarding principal and interest amounts paid to him by the Trustee in respect of his BOND shall release the Trustee from an absolute release regarding everything related to the payment of the amounts specified in the receipt.

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17.2. Except in the case as detailed in section 11.5 of the Trust Deed, a receipt from the Trustee regarding the deposit of the principal and interest amounts with him for the benefit of the BOND holders as stated above in the Trust Deed shall be considered a receipt from the BOND holder for the purpose of what is stated in section 17.1 in relation to the release of the company (and not in relation to the release of the Trustee) in everything related to the execution of the payment of the amounts specified in the receipt.

17.3. Funds distributed as stated in section 10 of the Trust Deed shall be considered as payment on account of the redemption of the BONDS.

18. Replacement of the BOND certificate

In the event that the BONDS certificate becomes worn, lost, or destroyed, the company shall be entitled to issue a new BONDS certificate in its place, in accordance with the conditions requested by the company in relation to evidence, indemnity, and coverage of expenses incurred by the company for the purpose of clarifying the ownership right in the BONDS, as the company deems fit. In case of wear and tear, the worn BONDS certificate shall be returned to the company before the new certificate is issued. Levies as well as other expenses involved in the issuance of the new certificate shall apply to the applicant for said certificate.

19. Governing Law and Jurisdiction

The courts in the city of Tel Aviv-Yafo shall have unique and exclusive jurisdiction in any dispute relating to the BOND, the Trust Deed, and the agreements by virtue of which the BONDS were allocated, and the laws of the State of Israel alone shall apply to them.

20. Notices

For provisions regarding the method of delivery of notices, see section 22 of the Trust Deed.

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The Second Schedule to the Trust Deed - Provisions regarding meetings of BONDS holders

Oil Refineries Ltd

General meetings of BONDS holders

(Series 17)

1. Summoning meetings

1.1. The Trustee is entitled to summon the holders of BONDS (Series 17) to a meeting of the BOND holders at any time.

1.2.

The Trustee shall be required to summon a meeting according to the company's demand or according to a written request of the holders (one or more) of at least five percent (5%) of the par value of the outstanding balance of the BONDS principal. If the applicants for summoning the meeting are the holders of the BONDS as stated, the Trustee shall be entitled to demand from the applicants indemnity, to the Trustee's satisfaction, for the reasonable expenses involved. If the Trustee is required to convene a meeting as stated, he shall summon it within 21 days from the day the demand was submitted to him, for a date to be determined in the summons, provided that the convening date shall not be earlier than seven days and not later than 21 days from the summons date; however, the Trustee is entitled to advance the convening of the meeting to at least one day after the summons date, if he believes that this is necessary for the protection of the holders' rights. If he has done so, the Trustee shall explain the reasons for advancing the convening date in the report regarding the summoning of the meeting. Notwithstanding all of the above, with the delivery of the company's demand to convene a meeting as stated, the company and the Trustee shall coordinate the meeting convene date and the publication of the summons in accordance with the provisions of the law.

1.3.

If the Trustee did not summon a meeting according to a holder's demand within the time period stated in section 1.2 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 summoning the meeting by the Trustee, and the Trustee shall bear the expenses incurred by the holder in connection with convening the meeting.

1.4.

A summons to a meeting on behalf of the Trustee for consultation purposes only with the BONDS holders will be published at least one day before the date of its convening ("consultation meeting"). For a consultation meeting, an agenda will not be published and no decisions will be made in it.

1.5.

A summons to a meeting that is not a consultation meeting will be sent by the Trustee to the company and to the BONDS holders and will be published no more than 21 days and no less than seven days prior to the date of its convening. The summons will detail the place, day and hour of the meeting, the legal quorum for opening the meeting, the record date for participation in the meeting, arrangements for written voting, and general topics to be discussed at the meeting and the wording of the proposed resolutions that will be put to a vote will be noted. In a case where the purpose of the meeting is a discussion of a proposal to accept a resolution on one of the topics detailed below, early notice as stated above of at least 14 days will be given, and the notice will further detail the wording of the proposed resolution. The wording of a voting resolution, regular or special, may be changed subject to the provisions of the law. Nothing in the above shall derogate from the Trustee's authority to shorten the number of days for convening the meeting in accordance with what is stated in section 1.2 above.

1.6.

A holder of BONDS (Series 17), one or more, who has at least five percent of the remaining par value of the BONDS series, may demand the Trustee to include a topic on the agenda of a holders' meeting that will convene in the future, provided that the topic is suitable to be discussed at such a meeting.

1.7.

Any notice on behalf of the company or the Trustee to the BONDS holders shall be given in accordance with the provisions of section 22 of the Trust Deed.

1.8.

Any resolution that was accepted, in accordance with the provisions of the Trust Deed, in a meeting summoned as stated, shall not be disqualified if by mistake notice of it was not given to all BONDS holders or if such notice was not received by all BONDS holders in circulation provided that, as required, the summons to the meeting was published in the MAGNA system.

2. Chairman

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The chairman of the meeting shall be the Trustee or a person appointed by the Trustee. The meeting of the BONDS holders shall open after it is proven that the legal quorum required for starting the discussion exists.

3. Quorum

3.1 Subject to the requirements of the Securities Law regarding a quorum, to the extent they are not subject to conditioning (including in connection with the dismissal of a trustee) and subject to what is stated in sections 3.2 and 3.3 below, in meetings of the BONDS holders, a quorum shall consist of at least two BONDS holders present in person or by proxy and the holders or representatives together hold at least twenty-five percent (25%) of the par value of the outstanding balance of the BONDS principal at that time. Notwithstanding the above, a consultation meeting will be held with any number of participants.

3.2 If within half an hour from the time set for starting such a meeting there is no such quorum, the meeting shall be adjourned to another date that will not be earlier than two business days after the time set for the original meeting or one business day, if the Trustee believed that this is necessary for the protection of the rights of the BONDS holders; if the meeting was adjourned, the Trustee shall explain the reasons for this in the report regarding the summoning of the meeting. In such an adjourned meeting, which was summoned at the Trustee's initiative, two BONDS holders present in person or by their proxies shall constitute a quorum regardless of the par value of the BONDS they hold. If the summons to the meeting was requested by BONDS holders - the quorum shall be holders of BONDS, one or more, who have at least 5% (five percent) of the voting rights in the BONDS (Series 17).

3.3 BONDS (Series 17) owned by a related person as defined in the Trust Deed, shall not grant the related person voting rights in meetings of the holders of BONDS of the same series and shall not be counted for quorum purposes.

4. Adjourned meeting

4.1 A meeting that was opened shall be closed according to the Trustee's notice or the meeting chairman's notice and may have one or more sessions.

4.2 A meeting of holders that has a quorum, or the Trustee, may decide on holding an additional session which will take place at another time and place to be determined by the Trustee ("adjourned meeting");

4.3 The Trustee shall be responsible for publishing a notice regarding the time and place where the additional session will convene provided that such notice is given at least 12 hours prior to the convening of the additional session.

4.4 In an adjourned meeting, nothing shall be discussed except a topic that was on the agenda of the original meeting and for which no resolution was accepted.

5. Voting at the meeting

5.1 The voting at the meeting will be held only in relation to topics that were detailed in the summons.

5.2 The BONDS holders are entitled to participate and vote in any general meeting in person, through proxies or through a voting ballot. Every proposed resolution put to a vote will be decided by way of a show of hands and/or through voting ballots, in accordance with the Trustee's decision and at his discretion, including the determination of dates for submitting the voting ballots and extending these dates according to the circumstances, subject to the provisions of the law. In every vote of BONDS holders, the voting will be conducted according to a count of votes, so that each BONDS holder or his proxy shall be entitled to one vote for every 1 NIS par value of the BONDS for which he has proven his holding and by virtue of which he is entitled to vote. In a vote conducted through voting ballots, BONDS holders who were not present at the meeting shall also be entitled to participate, provided they proved their eligibility to vote at the meeting on the record date no later than the time of the closing of the vote/meeting. In the case of joint holders, only the vote of the applicant wishing to vote who is registered first among them in the register will be accepted, whether in person or by proxy.

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A voting ballot in which a holder of BONDS indicated his voting method, which reached the Trustee by the final date set for this, shall be considered as presence at the meeting for the purpose of the existence of a quorum at the meeting. Accordingly, the Trustee shall be entitled, at his discretion and subject to any law, to hold voting meetings in which the votes will be conducted by means of voting ballots and without the assembly of the holders, as well as to conduct a vote by means of voting ballots at a voting meeting (including at an adjourned meeting thereof) where the quorum required for making the decision on the agenda was not present at its opening, provided that voting ballots are received by the Trustee by the time of the closing of the voting meeting, which shall be determined in the notice of the convening of the meeting or the holding of the vote, as the case may be, from holders who constitute a quorum required for making the decision at an original meeting or an adjourned meeting, as the case may be.

5.3. The Trustee is entitled to demand from a holder to declare within the framework of the voting ballot regarding the existence or absence of a conflicting interest he may have. A holder who does not fill out the voting ballot in full and/or who does not prove his eligibility to participate and vote at the meeting according to the provisions of the Second Appendix, shall be considered as one who has not submitted a voting ballot, and therefore chose not to vote on the subject(s) in the voting ballot. A holder who declares that he has a conflicting interest shall be considered as instructing the Trustee not to count his vote in the tally of votes in the vote (but yes for the purpose of the quorum).

5.4. Holders entitled to participate and vote in the holders' meeting are holders of BONDS on the date set in the decision to call a holders' meeting, provided that this date shall not exceed three days before the date of the convening of the holders' meeting and shall not be less than one day before the date of the convening.

5.5. Unless expressly determined otherwise in this deed, the majority required for making any decision in a holders' meeting is an ordinary majority of the number of votes represented in the vote and voting for or against.

5.6. A BONDS holder seeking to participate in the meeting shall present to the Company and the Trustee a certificate of ownership, including a power of attorney if the certificate of ownership is not registered in the name of the participant in the meeting, which shall be transferred to the Company prior to the date of the opening of the meeting for which the power of attorney is given, unless determined otherwise in the meeting notice.

A power of attorney for participation in the meeting shall be valid for the date of the meeting and for the adjourned meeting, provided that the adjourned meeting is held no later than ten (10) days from the date set for the original meeting.

5.7. The Nominee Company shall not make use of the voting rights due to the BONDS registered in its name in the register of BONDS holders, and these voting rights are given to the unregistered holder or to whoever is determined by him, provided that the unregistered holder has received a power of attorney for voting from the Nominee Company.

5.8. The owner of the BONDS or his proxy may vote in respect of part of his votes in favor of a certain proposed resolution, and in respect of another part against, all at his own discretion. Abstaining votes shall not be taken into account in the tally of the votes of those participating in the vote.

5.9. The Trustee who participates in the meeting shall participate without voting rights.

5.10. The Chairman's declarations regarding the adoption of a resolution or its rejection and the recording in this matter in the meeting minutes shall serve as prima facie evidence of this fact.

5.11. Appointment of a proxy:

5.11.1. An instrument of appointment appointing a proxy shall be in writing and signed by the appointer or by his proxy who has written authority as required. A proxy does not have to be a BONDS holder himself.

5.11.2. The instrument of appointment and the power of attorney or other certificate under which the instrument of appointment was signed, or a certified copy of such power of attorney, shall be deposited at the Company's office before the opening of the meeting for which the power of attorney was given, unless determined otherwise in the notice convening the meeting.

5.11.3. A vote conducted in accordance with the conditions in the document appointing a proxy shall be valid even if the instrument of appointment was cancelled or the BONDS for which the vote was given were transferred prior to it, unless received in response

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at the Company's address for receiving legal process documents in Israel (or at another location in Israel as instructed by the Company) prior to the time of the meeting, a written notice regarding the aforementioned cancellation or transfer, all as the case may be.

5.11.4. Any corporation that is an owner of a BOND may, by a duly signed written authorization, empower a person it deems fit to act as its representative at any meeting of the BONDS owners, and the person so authorized shall be entitled to act on behalf of the corporation he represents.

5.12. A person or persons appointed by the Company, the Company Secretary, and any other person or persons authorized for this by the Company, shall be entitled to be present at the opening of the meeting for the purpose of expressing the Company's position regarding a subject on the agenda and/or presenting a certain subject, as the case may be, but they shall not be entitled to vote at the meetings of the BONDS holders. In a case where, in the Trustee's discretion, a discussion without the presence of the Company's representatives is required during part of the meeting, then the Company or anyone on its behalf or on behalf of a related person shall not participate in that part of the discussion.

5.13. Every meeting of the BONDS holders shall be held at the Company's address for receiving legal process documents in Israel (or at another location in Israel as instructed by the Company) and shall be at the Company's expense, or at another address as notified by the convener of the meeting.

6. Minutes

The Chairman of the meeting shall ensure the preparation of minutes of all discussions and resolutions at every general meeting of the BONDS holders, and its preservation in the minutes book of the meetings of the BONDS holders. Every minute signed by the Chairman of the meeting at which the resolutions were adopted and the discussions were held, or by the Chairman of the meeting held thereafter, shall serve as prima facie evidence of the matters recorded therein, and as long as the opposite is not proven, every resolution adopted at such a meeting shall be considered as a resolution duly adopted. The Trustee shall be entitled to prepare meeting minutes or parts thereof by way of recording.

The register of the minutes of the holders' meetings shall be kept at the registered office of the Trustee, and shall be open for inspection by the BONDS holders, and a copy thereof shall be sent to any BONDS holder who requested it, and to the Company - in relation to the part of the meeting in which it participated.

7. Position Statements

7.1. A BONDS holder, one or more, having at least five percent of the outstanding balance of the par value of the BONDS of the same series, may apply in writing to the holders of the BONDS in a letter that will be attached to the voting ballot in order to convince them regarding their voting method on one of the subjects arising for discussion at that meeting (in this appendix - "Position Statement").

7.2. A holder seeking to make use of this right shall notify the Trustee at the session where it was decided to put that subject to a vote and shall transfer the position statement to the Trustee within 24 hours of the time of that session.

7.3. In a meeting called following the demand of BONDS holders or by the BONDS holders as specified above, any holder shall be entitled, through the Trustee, to publish a position statement regarding the subjects on the meeting's agenda.

7.4. The Trustee and the Company shall be entitled, each separately, to publish a position statement in response to a position statement sent in accordance with sections 7.1 or 7.3 above or in response to another application to the BONDS holders.

7.5. In a consultation meeting, position statements shall not be published.

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Appendix A to the Trust Deed

Urgent Representation for the BONDS Holders (Series 17)

1. Appointment; Term of Office

1.1. 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 will be detailed below ("the Urgent Representation").

1.2. The Trustee shall appoint to the Urgent Representation the three (3) BONDS holders, who according to data received from the Company, are the holders of the highest par value among all BONDS holders and who shall declare that all the conditions detailed below are met regarding them ("Members of the Urgent Representation"). In a case where any of these cannot serve as a member of the urgent representation as stated, the Trustee shall appoint, in his place, the BONDS holder holding the next highest par value rate in line, regarding whom all the conditions detailed below are met. And these are the conditions:

1.2.1. The BONDS holder is not in a material conflict of interest due to the existence of any additional material matter that conflicts with the matter resulting from his service in the Urgent Representation and from his holding of the BONDS. For the removal of doubt, it is clarified that a holder who is a related person (as defined in section 3.3 of the Trust Deed) shall be considered as having a material conflict of interest as stated and shall not serve in the Urgent Representation;

1.2.2. During the same calendar year, the BONDS holder does not serve in similar representations of other BONDS of the Company whose aggregate value exceeds the rate out of the asset portfolio managed by him, which was determined as the maximum rate allowing service in an urgent representation according to the Competition Authority's instructions regarding the establishment of an urgent representation;

1.3. Should one of the circumstances listed in sections 1.2.1 to 1.2.2 above cease to exist in one of its members during the term of the Urgent Representation, his term shall expire, and the Trustee shall appoint one member in his place from among the BONDS holders as stated in section 1.2 above.

1.4. Prior to the appointment of the members of the Urgent Representation, the Trustee shall receive from the candidates to serve as members of the Urgent Representation a declaration regarding the existence or absence of material conflicts of interest as stated in section 1.2.1 above and regarding service in additional representations as stated in section 1.2.2 above. Likewise, the Trustee shall be entitled to demand such a declaration from the members of the Urgent Representation at any time during the term of the Urgent Representation. A holder who does not submit such a declaration shall be considered as someone who has a material conflict of interest or an impediment to serve by virtue of the Competition Commissioner's instructions as stated above, as the case may be. Regarding the declaration of a conflict of interest, the Trustee shall examine the existence of conflicting matters, and if necessary, decide whether there is a conflict of interest sufficient to disqualify that holder from serving in the urgent representation. It is clarified that the Trustee shall rely on the declarations as stated and shall not be obligated to conduct an additional independent examination or investigation. The Trustee's determination in these matters shall be final.

1.5. The term of the Urgent Representation shall end on the date when the Company publishes the decisions of the Urgent Representation regarding the granting of an extension to the Company for the purpose of meeting the conditions of the Trust Deed as detailed in section 2.1 below.

2. Authority

2.1. The Urgent Representation shall have the authority to grant a one-time extension to the Company regarding the dates for meeting the financial covenants set in section 4.4 of the Trust Deed, and this for a period of up to 90 days from the date of the breach of the financial covenants as stated or until a period ending on the date of publication of the upcoming financial reports by the Company, whichever is earlier. It is clarified that the period of time until the appointment of the Urgent Representation will be taken into account within the framework of the aforementioned extension, and it shall not constitute a ground for granting any additional extension to the Company beyond the aforementioned. It is further clarified that the activity of the Urgent Representation and the cooperation between the Company shall lead by law to the possibility of granting such an extension, and that no other information not concerning the granting of such an extension shall be transferred between the members of the Urgent Representation.

2.2. If an urgent representation was not appointed in accordance with this appendix, or if the Urgent Representation decided not to grant the Company an extension as stated in section 2.1 above, the Trustee shall act in accordance with the provisions of section 6.2 of the Trust Deed.

2.3. Nothing in the aforesaid shall derogate from the Trustee's authorities under the Trust Deed, including his authority to convene a meeting that will discuss and adopt resolutions regarding the subjects for which the Urgent Representation was convened.

3. The Company's Obligations Regarding the Representation

3.1. The Company undertakes to act in full cooperation with the Urgent Representation and the Trustee as required for the purpose of carrying out the examinations required by them and the formulation of the Urgent Representation's decision and to transfer to the Urgent Representation all the data and documents required by them regarding the Company, subject to the restrictions of the law. Without derogating from the generality of the foregoing, the Company shall provide the Urgent Representation with the relevant information for the purpose of formulating its decision, which shall not include any misleading detail and shall not be incomplete.

3.2. The Company shall bear the costs of the Urgent Representation, including the costs of employing advisors and experts by the Urgent Representation or on its behalf, in accordance with the provisions of section 23 of the Trust Deed.

3.3.

The Company undertakes to provide the Trustee with any information in its possession or which it can obtain regarding the identity of the BONDS holders and the extent of their holdings. Likewise, the Trustee shall act to obtain the aforementioned information in accordance with the authorities granted to him by law.

4. Liability

4.1. The Urgent Representation shall act and decide on matters entrusted to it, at its absolute discretion, and it or any of its members, their officers, their employees or their advisors shall not be liable, and the Company and the BONDS holders hereby exempt them, in respect of any claims, demands and lawsuits against them for having used or refrained from using the powers, authorities or discretion granted to them under the Trust Deed and this appendix and in connection with them or from any other action they performed under them, except if they acted thus with malice and/or in bad faith.

4.2. The indemnification provisions set forth in section 21 of the Trust Deed shall apply to the actions of the members of the Urgent Representation and anyone on their behalf, as if they were the Trustee.

4.3. The Company shall publish a report immediately upon the appointment of the Urgent Representation as stated, regarding the fact of the appointment of the Urgent Representation, the identity of its members and its authorities, and shall also publish an additional immediate report regarding the decision of the Urgent Representation as stated. Upon the conclusion of the term of the Urgent Representation, the Company shall publish the information that was transferred for the review of the Urgent Representation provided that there is no impediment to publishing it by law.

4.4. Notwithstanding anything stated in this appendix, the activity of the Urgent Representation, including the very existence of the Urgent Representation, shall be subject in any case to the provisions of any law, and including the rules and guidelines that will be determined by the Securities Authority, insofar as they are determined.

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Appendix B - Confidentiality Undertaking

___, on ____

To: Oil Refineries Ltd.

Dear Sirs/Madams,

Subject: Confidentiality Undertaking

In the framework of or in connection with the fulfillment of my duties as _______ for the holders of the BONDS (Series 17) of Oil Refineries Ltd. ("the Company" and "the Work", as the case may be), I may receive or be exposed to information that is not public knowledge, including, but without derogating, information, data, or professional, technical, financial, technological, commercial, or other knowledge related directly and/or indirectly to the Company, its subsidiary or affiliated companies (as these terms are defined in the Securities Law, 5728-1968 ("the Securities Law"), to corporations in the Company's group, and/or to interested parties in the Company (collectively: "the Group"), procedures and/or work methods and/or activities of the Group, as well as commercial and business information of any other type that is not public knowledge (collectively: "Confidential Information"). Notwithstanding the above, the term "Confidential Information" shall not include such information as described above that I can prove: (1) is public knowledge (including information published to the general public by you or by interested parties in you) or that will become public knowledge not due to a breach of the provisions of this undertaking; or - (2) was known to me prior to its disclosure by the Company and I can provide reasonable proof thereof; or - (3) was provided to me by a third party, provided that at the time of receiving said information I did not know, after inquiring with the provider, that the disclosure of the information by that third party constitutes a breach of a duty of trust owed by that third party to the Company.
I am aware that I am prohibited from disclosing the Confidential Information to any person and I shall not be permitted to make use of the Confidential Information for any purpose, except for the purpose of the Work. Notwithstanding the above, I shall be permitted (a) to provide conclusions and assessments based on the Confidential Information to the holders of the BONDS (Series 17) of the Company (including presenting it at bondholders' meetings for the purpose of making a decision regarding their rights), provided that the reliance on such information is reduced to the minimum extent and scope required to meet legal requirements and I have given notice to the Company regarding this a reasonable time in advance, in order to allow the Company reasonable time to turn to the courts and prevent the transfer of such conclusions and assessments as long as this does not harm the rights of the bondholders; (b) to provide conclusions and assessments based on the Confidential Information to the representation of the bondholders that is legally appointed by the bondholders; (c) to disclose Confidential Information, to the extent that I am obligated to do so by law or by the demand of a competent authority by law and/or by a judicial order, provided that the disclosure is reduced to the minimum extent and scope required to meet legal requirements and I will coordinate with you in advance, as much as possible and permissible, and as long as this does not harm the rights of the bondholders, the content and timing of the disclosure in order to allow you reasonable time to defend against such a demand.
In addition to the permitted delivery of Confidential Information as stated in Section 2 and without derogating from what is stated there, disclosure of Confidential Information shall be made by me only to my employees and/or authorized representatives on my behalf, including my professional advisors ("Authorized Recipient") as necessary ("need to know basis") only. I am aware that the disclosure or use of Confidential Information by an Authorized Recipient not in accordance with the instructions of this letter shall be considered as disclosure or use by me, and I will take all necessary measures to ensure the maintenance of the confidentiality of the Confidential Information. This undertaking shall not apply to an Authorized Recipient who signs a confidentiality undertaking similar in all material respects to the undertaking detailed in this letter.
I am aware that the disclosure of Confidential Information to any person or body may be contrary to the securities laws in Israel. I am aware that due to my exposure to Confidential Information, various

restrictions may apply to me if inside information reaches me as defined in the securities laws in Israel, and I am taking and will take all reasonable measures to ensure that there will be no prohibited use of inside information in connection with the Confidential Information, including providing information and/or selling and/or buying securities of the Company or its subsidiaries, which may be considered as use of inside information according to the provisions of the law.

52 -
All documents delivered to me by you or that reach me as a result of and/or in connection with my engagement with you and which are related, directly or indirectly, to the Group and/or its activities (including any copy or processing thereof), (collectively: "the Documents") shall belong to you at all times and shall be considered your property for every need and purpose and they will be returned to you by me upon your request immediately upon the conclusion of the Work, except for information which will be kept by me in accordance with the provisions of any law, including instructions from a competent authority, or in accordance with internal procedures, as required for the purpose of documenting work processes. For the purpose of this undertaking, the term "Documents" shall be interpreted as including any means of information storage whatsoever, including, but without derogating from the generality of the above, physical, mechanical, magnetic, electronic, optical, and/or electro-optical means.
My obligations under this letter shall remain in effect even after the conclusion of the Work for any reason whatsoever and until the Confidential Information becomes public (not due to a breach of the undertaking under this letter, to the extent there is one). My obligations under this confidentiality letter are irrevocable and non-cancellable and they come in addition to, and not instead of, any duty imposed on me by law and/or any other agreement. The signing of this undertaking by me does not grant me the right to perform the Work and the terms of the Work will be regulated in separate documents between us.
I will keep the information in absolute confidentiality, at least with the same level of care with which I keep my own confidential information, and I will use no less than a reasonable level of care for this purpose.
It is clarified that, subject to the provisions of the Securities Law, nothing in this undertaking obligates the Company to disclose any information, and any disclosure and delivery to us shall be at the absolute discretion of the Company.
My obligations in this document are toward each and every one of the corporations in the Group whose confidential information is delivered into my hands.
If it is determined by any instance or authority that one of the undertakings in this document has no validity - the undertaking shall be reduced to the extent permitted by law at that time, and such determination shall not harm the rest of the undertakings and rights according to this document.
The law applying to this confidentiality letter is Israeli law only. The courts in the city of Tel Aviv-Yafo shall have unique and exclusive jurisdiction in any dispute related to this confidentiality letter.

Sincerely,

Full Name

ID Number

Signature

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Appendix C - Illustrative Example of the Method for Calculating the Company's Compliance with Financial Covenants

The following is an example, for illustrative purposes only, regarding the method of the Company's compliance with the financial covenants set forth in Section 4.4 of the Trust Deed, as if they were selected according to the Company's financial reports as of March 31, 2026. It is clarified that this example does not include the Company's actual financial results, but constitutes a numerical example to illustrate the method of calculating the financial covenants as stated in Section 4.4 of the Deed.

1. Minimum Equity

Financial Covenant: The Company's Equity shall not fall below 720 million US Dollars, for a period and in accordance with two consecutive financial reports.

	March 31, 2026 (USD thousands)
Equity as it appears in the Company's financial reports	1.721.6
Cumulative adjustments according to the definition of "Equity" in Section 4.4 of this Deed	257.2
Total Equity	1,978.8

2. The Company's Equity plus owner loans taken by the Company (if and to the extent there are any in the future) to the Company's total balance sheet

Financial Covenant: The ratio between the Company's Equity plus owner loans taken by the Company (if and to the extent there are any in the future) to the Company's total balance sheet, shall not fall below $17.5\%$ for a period and in accordance with two consecutive financial reports.

	March 31, 2026 (USD thousands)
The Company's Equity	1.978.8
Owner loans	-
The Company's Equity plus owner loans	1.978.8
Total consolidated balance sheet in the financial reports	4,939.5
---	---

Less cash	(545.5)
Total balance sheet	4,394

Ratio	45%

3. The ratio between Net Debt divided by annual adjusted EBITDA

Financial Covenant: Net Debt divided by annual adjusted EBITDA shall not exceed 8, for a period and in accordance with two consecutive financial reports. $^{(1)}$

	March 31, 2026 (USD thousands)
Net Debt	727.3
Annual adjusted EBITDA	692.6
Ratio	1.1

(1) In the calculation of consolidated adjusted EBITDA for the purpose of the benchmark Net Debt divided by the annual average consolidated adjusted EBITDA, insurance receipts for loss of profits in the amount of approximately 130 million dollars were included, which were received in the first quarter of 2026 and the fourth quarter of 2025. For details see Note 8C to the Company's financial reports as of 31.3.2026.

4. Cash

Financial Covenant: Cash (as defined in the Trust Deed), at the end of each calendar quarter shall not be less than 50 million US Dollars, and in accordance with two consecutive financial reports. As of March 31, the cash balance stands at 545.5 thousand US Dollars.

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Draft No. 2 - dated May 25, 2026

This document is only a draft of a trust deed regarding the BONDS (Series XVIII), which the company is examining the possibility of issuing; this version of the trust deed may change, even materially, and the binding version of the said trust deed, if and to the extent that the BONDS (Series XVIII) are indeed issued, will be the version attached to the shelf offering report to be published (if and to the extent published) by the Company by virtue of the Company's shelf prospectus, and its entry into force shall be subject to the issuance of the BONDS (Series XVIII) thereunder.

Trust Deed (Series XVIII)

Executed and signed on ______

Between

On the one hand ;

Oil Refineries Ltd.

Co. No. 52-003665-8

of HaHistadrut St., Haifa

("the Company")

And

On the other hand ;

Reznik Paz Nevo Trusts Ltd.

Co. No. 51-368347-4

of 14 Yad Harutzim St., Tel Aviv

("the Trustee")

Section in the Deed	Subject
1	Interpretation and Definitions
2	Issuance of the BONDS
3	Purchase of BONDS by the Company and/or a Related Person
4	Company Undertakings
5	Securing the BONDS
6	Declaration of Immediate Repayment and/or Realization of Collateral (if any)
7	Claims and Proceedings by the Trustee
8	Trust over Receipts

Section in the Deed	Subject
9	Authority to Delay Distribution of Funds
10	Notice of Distribution

Section in the Deed	Subject
11	Avoidance of Payment for a Reason Beyond the Company's Control
12	Receipt from the BOND holder
13	Applicability of the Securities Law and TASE Rules
14	Investment of Funds
15	Company's Obligations to the Trustee
16	Attorneys
17	Other Agreements
18	Trustee's Fee
19	Special Powers
20	Trustee's Authority to Employ Agents
21	Indemnification of the Trustee
22	Notices
23	Changes to the Trust Deed, Waiver, and Compromise
24	Register of Holders
25	Expiration of the Trustee's Term and Appointment of a New Trustee
26	Trustee's Liability
27	Holders' Meetings
28	Reporting to the Trustee
29	Reports on Trust Matters
30	Presentation of a BOND to the Trustee and Registration Regarding Partial Payment
31	Governing Law and Jurisdiction
32	Addresses
33	Authorization for MAGNA
Section 5 of the First Appendix	General
Section 6 of the First Appendix	Principal of the BONDS (Series XVIII)
Section 7 of the First Appendix	Interest of the BONDS (Series XVIII)

Section in the Deed	Subject
Section 8 of the First Appendix	Payments of Principal and Interest of the BONDS
Section 9 of the First Appendix	Avoidance of Payment for a Reason Beyond the Company's Control
Section 10 of the First Appendix	BOND Certificates and their Splitting
Section 11 of the First Appendix	Transfer of the BOND
Section 12 of the First Appendix	Register of BOND Holders

Section in the Deed	Subject
Section 13 of the First Appendix	General Provisions
Section 14 of the First Appendix	Collateral
Section 15 of the First Appendix	Early Redemption
Section 16 of the First Appendix	Changes to the BOND Conditions
Section 17 of the First Appendix	Receipt from the BOND Holder
Section 18 of the First Appendix	Replacement of the BOND Certificate
Section 19 of the First Appendix	Governing Law and Jurisdiction
Section 20 of the First Appendix	Notices
Second Appendix	Holders' Meetings
Section 1 of the Second Appendix	Convening Meetings
Section 2 of the Second Appendix	Chairman
Section 3 of the Second Appendix	Quorum
Section 4 of the Second Appendix	Adjourned Meeting
Section 5 of the Second Appendix	Voting at the Meeting
Section 6 of the Second Appendix	Minutes
Section 7 of the Second Appendix	Position Statements
Annex A	Urgent Representation
Section 1 of Annex A	Appointment; Term of Office
Section 2 of Annex A	Authority
Section 3 of Annex A	Company's Undertakings Regarding the Representation
Section 4 of Annex A	Liability
Annex B	Confidentiality Agreement

Whereas: And in accordance with the Company's shelf prospectus dated November 12, 2024, under which it is possible to issue, inter alia, series of BONDS in the manner described in this trust deed and in the shelf prospectus ("Shelf Prospectus") ;

And whereas: And the Company is considering publishing a shelf offering report or shelf offering reports under which the Company will offer BONDS (Series XVIII), and in connection therewith, Standard and Poor's Maalot ("Maalot") published a rating of ilA+ for the BONDS ;

And whereas: And the Company's Board of Directors decided to approve the issuance of BONDS (Series XVIII) in the manner described in this trust deed ;

And whereas: And the Trustee is a company limited by shares incorporated in Israel under the Companies Law, 5759-1999 ;

And whereas: And the Trustee has declared that there is no prevention under any law or agreement for it to engage with the Company in this trust deed and that it meets the requirements and qualification conditions established by law to serve as a trustee for the issuance of BONDS ;

And whereas: And the Company declares that it has received all the necessary approvals for the issuance of the BONDS according to any law and/or any agreement and that there is no prevention under any law and/or any agreement for it to perform an issuance of the BONDS and/or to engage with the Trustee in this trust deed ;

And whereas: And the Trustee has no interest in the Company (except for interest arising from its very tenure as a trustee in trust deeds or trust agreements or other BONDS signed between it and the Company), and the Company has no personal interest in the Trustee beyond the Trustee being a trustee also for the BONDS (Series XVIII) of the Company ;

And whereas: And the Trustee has agreed to serve as the trustee of the BOND holders, according to the provisions of this trust deed specified below ;

Therefore it is declared, stipulated and agreed between the parties as follows:

Interpretation and Definitions

1.1. The preamble to this trust deed as well as the annexes and appendices to it constitute an integral part thereof.

1.2. The division of this trust deed into sections and the provision of headings for sections were done for convenience and reference purposes only, and shall not be used for interpretation.

1.3. In any case of contradiction between the trust deed and the documents accompanying it, the provisions of the trust deed shall prevail.

1.4. The terms specified below shall have the meaning noted beside them in this trust deed, unless explicitly stated otherwise :

"BOND" or "BONDS" or "Series of BONDS" or "BONDS (Series XVIII)" - BONDS (Series XVIII), registered in name, with a par value of NIS 1 each, whose terms are in accordance with the BOND certificate and the trust deed, which will be offered in accordance with the Shelf Prospectus through a shelf offering report and which will be listed for trading on the Stock Exchange ;

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

"Collateral" - a charge on assets and/or guarantees and/or other undertaking intended to ensure the fulfillment of the Company's obligations under the BONDS, whether given by the Company or by any third party;

"Offering Report" or "Shelf Offering Report" - a shelf offering report of BONDS (Series XVIII), which will be made in accordance with the provisions of Section 23A(1) of the Securities Law (as defined below), and in which the special details for that offer will be completed, in accordance with the provisions of any law, in accordance with the TASE Regulations and instructions, as they may be at that time and in accordance with and subject to this deed;

"First Offering Report" - a shelf offering report under which BONDS (Series XVIII) will be issued for the first time in accordance with the provisions of any law and in accordance with the TASE Regulations and instructions, as they may be at that time;

"Financial Statements" or "Financial Report" - consolidated financial statements of the Company, reviewed or audited, as the case may be;

"Dollar" - the Dollar currency, which serves as the legal currency in the USA;

"Special Resolution" - a resolution adopted at a general meeting of holders of BONDS (Series XVIII), at which were present, in person or by their proxy, at least two (2) holders of the BONDS who hold at least fifty percent (50%) of the outstanding balance of the par value of the BONDS, or at an adjourned meeting at which were present, in person or by their proxy, at least two (2) holders of the BONDS who hold at least twenty percent (20%) of the said outstanding par value, and which was adopted (whether at the original meeting or at the adjourned meeting) by a majority of at least two-thirds (2/3) of all the votes of those participating in the vote, excluding abstainers.

"Ordinary Resolution" - a resolution adopted at a meeting of BOND (Series XVIII) holders at which were present at least two (2) BOND holders, in person or by proxy, who hold or represent together at least twenty-five

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(25%) of the outstanding balance of the par value of the BONDS in circulation on the record date for the meeting or a deferred meeting of this meeting which shall take place with any number of participants; by a majority of at least fifty percent (50%) of all the votes of the participants in the vote, excluding abstainers;

"The Trustee" - The Trustee mentioned at the head of this agreement and/or anyone who shall serve from time to time as trustee for the BOND holders under this Deed;

"The Base Rate" - The known rate as it will be at the end of the foreign currency trading day on the day the institutional tender was conducted to receive offers from classified investors to purchase the BONDS (Series 18), which will be specified in the first offering report of the BONDS (Series 18);

"The Representative Rate" - The representative rate of the dollar as determined by the Bank of Israel or any other official exchange rate that replaces it, if any, provided that during a period when the Bank of Israel does not determine representative rates, the rate determined by the Governor of the Bank of Israel for the purpose of linking to the dollar of BONDS issued by the State, and if the Governor of the Bank of Israel does not determine such a rate for any date before the exchange rate is to be determined, the average exchange rate will take its place, and if there is none, then the Representative Rate will be determined by the Trustee in consultation with economic experts chosen by him;

"The Known Rate" on any date - The last Representative Rate of the dollar determined by the Bank of Israel before that date. However, during a period in which the Bank of Israel does not determine a representative rate, the Known Rate on any date will be the rate recently determined before that date by the Minister of Finance together with the Governor of the Bank of Israel for government BONDS linked to the dollar rate and in the absence of such a rate as determined by the Trustee;

"Rating Company" - A company operating under the Law for Regulating the Activity of Credit Rating Agencies, 2014, and its regulations and approved by the Commissioner of Capital Markets at the Ministry of Finance;

"Securities Law" or "The Law" - Securities Law, 1968 and its regulations as they will be from time to time;

"Insolvency Law" - Insolvency and Economic Rehabilitation Law, 2018 and its regulations as they will be from time to time;

"Holder of BOND (Series 18)" or "Holder" - as the meaning of a holder of certificates of obligation in the Securities Law;

"Register" - The register of BOND holders as stated in Section 24 of this Deed;

"Principal" - The par value of the BONDS (Series 18);

"This Deed" or "The Trust Deed" or "This Trust Deed" - This deed including the appendices attached to it and forming an integral part thereof;

"The Payment Rate" - The known rate on the third business day prior to the actual payment date;

"BOND Certificate" - The BOND certificate whose version appears in the First Appendix to this Deed and which will be issued as stated in Section 2 of this Deed;

"Trading Day" - Any day on which transactions are carried out on the TASE;

"Business Day" or "Banking Business Day" - A day on which most banks in Israel are open for transactions;

1.5. In any case of contradiction between the Trust Deed and the documents accompanying it, the provisions of the Trust Deed shall prevail.

1.6. In any case of contradiction between the provisions described in the prospectus and/or the shelf offering report regarding this Deed and/or regarding the BONDS, and the provisions of this Deed, the provisions of this Deed shall prevail. The Company confirms that as of this date, there is no contradiction between the provisions of the Deed and the shelf offering report.

1.7.

Wherever in this Deed it says "subject to any law" (or a similar expression), it means subject to any law that cannot be conditioned upon.

1.8. Everything stated in this Deed in the plural also means singular and vice versa, and everything stated in the masculine also means feminine and vice versa, and everything stated regarding a person also means a corporation, all when there is no other explicit provision in this Deed.

1.9. Wherever binding provisions of the TASE Regulations and guidelines apply to any action under this Trust Deed, they shall have priority over what is stated in this Trust Deed, and the dates of action as stated shall be determined accordingly.

1.10. The Trustee's signature on the Trust Deed does not express an opinion on his part regarding the quality of the offered securities or the worthiness of the investment in them.

2. Issuance of the BONDS

2.1. The Company intends to issue under the offering report BONDS (Series 18) of 1 NIS par value each, registered, due for repayment (Principal) in 14 unequal semi-annual payments, which will be paid on March 25 and September 25 of each of the years 2030 to 2036 (inclusive), whereas in each of the first to fourth repayments (inclusive) 5% of the Principal will be repaid, the fifth to eighth (inclusive) 6% of the Principal will be repaid, the ninth and tenth (inclusive) 8% of the Principal will be repaid, and the eleventh to fourteenth (inclusive) and final will be repaid 10% of the Principal.

2.2. The outstanding balance of the Principal of the BONDS (Series 18), as it will be from time to time, shall bear a fixed annual interest at a rate of 5.5% ("Annual Interest Rate") (subject to interest adjustment mechanisms in case of changes in the BOND rating and in case of non-compliance with financial covenants, as detailed in sections 7.5 and 7.6 of the Registered Conditions overleaf below) and shall be paid twice a year on March 25 of each of the years 2027 to 2036 (inclusive) and on September 25 of each of the years 2026 to 2036 (inclusive) such that the first interest payment will be paid on September 25, 2026, and the last payment will be paid together with the last repayment of the Principal on September 25, 2036.

2.3. Interest payments will be paid for the six-month period ending on the day preceding the relevant interest payment date ("Interest Period"), except for the first interest payment which will be made on September 25, 2026 and will be paid for the period starting on the clearing day (i.e., the date the security orderer was charged for the issuance proceeds) and ending on the last day before the said payment date, i.e., on September 24, 2026, for which interest will be calculated based on the number of days in said period and on a 365-day per year basis. The Company will also publish the first Interest Period in the issuance results report.

Every additional Interest Period of BONDS (Series 18) will start on the first day after the end of the Interest Period immediately preceding it, and will end at the end of the Interest Period (i.e.: on the payment date immediately following its start date) and the interest for it will be at the rate of the Annual Interest Rate (divided by 2), without linkage.

2.4.

The Principal and interest on the BONDS (Series 18) will be linked to the Representative Rate according to the following linkage conditions: if it turns out that the Payment Rate of a payment on Principal and/or interest of the BONDS (Series 18) is higher than the Base Rate, then the Company shall pay that payment of Principal and/or interest, as it is increased proportionally to the rate of increase of the Payment Rate compared to the Base Rate. In the event that the Payment Rate is lower than the Base Rate, then the Company shall pay that payment of Principal and/or interest, as it is reduced proportionally to the rate of decrease of the Payment Rate compared to the Base Rate. In the event that the Payment Rate is equal to the Base Rate, then the Payment Rate shall be the Base Rate. According to the TASE Regulations and guidelines, the linkage method of the Principal and/or interest shall not be changed during the period of the BONDS.

2.5. The last interest payment will be paid together with the last payment on account of the Principal of the BONDS against delivery of BOND Certificates (Series 18) to the Company, at its registered office or at any other place of which the Company shall notify. The Company's notification will be given no later than 5 business days before the final payment date.

2.6. Series Expansion and Issuance of Additional Series of BONDS or other Securities

2.6.1. The Company is entitled to issue at any time and from time to time, including to a related person as defined in section 3.3 below, whether in a public offering under a prospectus or in a private placement or in any other way, without needing the consent of the BOND holders or the Trustee, additional BONDS (Series 18), whose conditions shall be identical to the conditions of the BONDS offered to the public in the first offering report, at any price and in any manner the Company sees fit, including a discount rate or premium different from other issuances made from the same series, provided that for the purpose of increasing the BOND series, all the conditions detailed in this section below have been met:

2.6.2. Advance approval was received from a Rating Company for the rating of the additional BONDS (Series 18) that is not lower than the rating of the BONDS (Series 18) existing at that time, within which additional

BONDS shall be taken into account, including additional BONDS (Series 18) resulting from the exercise of warrants for BONDS (Series 18), as far as such warrants are issued and this approval is delivered to the Trustee, provided that if the BONDS are rated by more than one Rating Company, the rating of the additional BONDS will be the higher rating among them (to the extent the ratings differ from each other). Such approval will be transferred to the Trustee prior to conducting the tender for receiving early commitment from classified investors (to the extent the Company conducts such a tender) (the publication of the approval/rating report indicating compliance with the said condition will be considered for the purpose of this section as delivery to the Trustee). The BONDS (Series 18) issued under the first offering report and the additional BONDS (Series 18) (from the time of their issuance) shall constitute one series for all intents and purposes. The Trustee shall serve as the trustee for all BONDS (Series 18) as they may be from time to time in circulation, including in the case of a series expansion. Furthermore, no series expansion as mentioned above shall take place if any of the following conditions occur: A. after and as a result of the expansion of the BOND series, the Company does not meet all financial covenants as stated in section 4.4 below or if at the time of the expansion the Company does not meet all such financial covenants - all according to the last financial statements published before the date of the additional issuance, and this without taking into account the cure and waiting periods in connection with those financial covenants; B. to the extent a cause for acceleration as stated in section 6.1 below exists before the expansion of the BOND series, or after and as a result of it; C. the Company violates any of its material obligations under this Deed or if the expansion of the series brings the Company to a violation of any of its material obligations to the BOND holders under this Deed. It is clarified that any expansion of the BOND series (Series 18) as detailed above is subject to TASE approval.

The Company will notify the Trustee at least 3 business days before performing an additional issuance of additional BONDS from Series 18 (in this section: "The Additional Issuance") and will attach to its notification as stated, a signed certificate by the Senior Financial Officer of the Company in a version to the satisfaction of the Trustee, together with relevant calculations and certifications (regarding the condition in sub-section A above), as will be from time to time, which will include all the following topics: (a) at the time of the Additional Issuance, no cause for acceleration as detailed in section 6.1 below exists; (b) advance approval was received from a Rating Company for the rating of the additional BONDS (Series 18) that is not lower than the rating of the BONDS (Series 18) existing at that time (as detailed in this section above); (c) at the time of the Additional Issuance, the Company is not violating any of its material obligations according to the provisions of the Trust Deed (Series 18) and that the Additional Issuance will not bring about a violation of any of its material obligations to the BOND holders or the occurrence of a cause for acceleration; (d) at the time of the Additional Issuance, the Company meets all the financial covenants required of it as detailed in section 4.4 below according to its last financial statements published before the Additional Issuance and that as a result of the Additional Issuance one or more of the said financial covenants will not be violated. For the purpose of this sub-section (d), the cure and waiting periods in connection with those financial covenants shall not be taken into account; and (e) at the time of the Additional Issuance, such expansion of the series does not harm the Company's ability to redeem the BOND series (Series 18);

2.6.3. For the avoidance of doubt, holders of the additional BONDS (Series 18) as stated in this section above shall not be entitled to receive payment on account of Principal and/or interest for BONDS (Series 18) for which the record date for payment falls before the date of their issuance as stated.

2.6.4. In the event the Company issues additional BONDS (Series 18), as part of a series expansion, at a discount rate different from the discount rate of the BONDS (Series 18) as it was until that time (including the absence of discount), the Company will apply before the expansion of the series to the Tax Authority in order to receive its approval that for the purpose of withholding tax on the discount fee for the BONDS, a uniform discount rate will be determined for the series according to a formula weighting the different discount rates in that series, if any ("The Weighted Discount Rate"). In case of receiving such approval, the Company will calculate after the series expansion, i.e., before the registration for trading, the Weighted Discount Rate for all BONDS (Series 18) according to that approval, and before the registration for trading, the Company will submit an immediate report as much as possible in the issuance results report which will be published on the website of the Securities Authority (Magna) in which it will notify the Weighted Discount Rate for the entire series and tax will be withheld at the redemption dates of the BONDS (Series 18) according to the said Weighted Discount Rate and in accordance with the provisions of the law. In such a case, all legal provisions relating to the taxation of discount fees shall apply. If such approval is not received from the Tax Authority, TASE members will withhold tax at the source from the discount fees regarding (Series 18) according to the highest discount rate created for

the series. In this case, the Company will submit an immediate report near the expansion of the series (i.e., before registration for trading) in which it will notify the discount rate set for the series as stated and all other provisions of the law regarding the taxation of discount fees will apply. TASE members will withhold tax at source upon redemption of the series, according to the discount rate that will be reported as stated. In any case of expansion of the BOND series (Series 18), for any reason, if the discount rate set within the issuance of the BONDS (Series 18) is higher than the discount rate of the series on the eve of the expansion of the series (including the absence of discount), there may be cases where TASE members withhold tax at source for discount fees at a rate higher than the discount fees set for those who held the BOND from the series prior to the increase of the series ("excess discount fees"), whether approval from the Tax Authority for a uniform discount rate was received or not. A taxpayer who held the BONDS (Series 18) before the series expansion, i.e., before the registration for trading, and until the redemption of the BOND held by him, will be entitled to submit a tax report to the Tax Authority and receive a tax refund in the amount of the tax withheld from the excess discount fees, as far as he is entitled to such refund by law.

2.6.5

The Company reserves the right to issue at any time and from time to time, without the need for the Trustee's consent and/or the BOND holders' consent, whether in a public offering under a prospectus or in any other way, other series of BONDS or other securities of any kind and type, under redemption, interest, linkage, and other conditions as the Company finds appropriate, whether they grant conversion rights into Company shares or do not grant such a right or securities of any kind and type, and whether they are superior to the conditions of the BONDS, equal to them, or inferior to them. Notwithstanding the above, BONDS of other series or series of securities that are debt (together and separately: "The Other Series" or "The Additional Series") that are not secured by any collateral, if and to the extent they are issued by the Company, shall not be superior to the BONDS (Series 18) in the liquidation of the Company. Furthermore, to the extent the Company issues an additional series backed by collateral, the Company will not stipulate in the trust deed of that series that they shall be superior in liquidation relative to the BONDS (Series 18) except for the collateral themselves. The Company will deliver to the Trustee a certificate signed by a senior officer in the Company regarding compliance with the conditions detailed above prior to performing the issuance of the additional series. It is clarified that any issuance of an additional series, if issued to the public, as detailed above is subject to TASE approval.

2.6.6. In addition to what is stated in section 2.6.5 above, the Senior Financial Officer in the Company will transfer a certificate to the Trustee at least 3 business days prior to the said raising that at the time of the issuance of the Other Series, whether secured by any collateral or not, as stated in section 2.6.5, none of the causes for acceleration as detailed in section 6.1 below exist and the Company is not violating any of its material obligations to the BOND holders (Series 18) and that at the time of the issuance of the additional series, the Company meets all financial covenants detailed in section 4.4 below according to its latest financial statements prior to the issuance of the additional series, without taking into account the cure and waiting periods in connection with those financial covenants.

2.6.7. Without detracting from the above, there is nothing in the said rights of the Company to constitute advance consent from the Trustee or the BOND holders to such issuances or to detract from the Trustee's right to examine the implications of the issuance as stated, and there is nothing in it to detract from the rights of the Trustee and/or the BOND holders according to this Deed, including their right to accelerate the BONDS (Series 18) according to the provisions of the Trust Deed.

3. Purchase of BONDS by the Company and/or a Related Person

3.1. Subject to any law, the Company reserves the right to purchase at any time BONDS from the BOND series at any price and under conditions it sees fit, whether on the TASE or outside of it, and this without prejudice to the obligation to redeem the BONDS held by others besides the Company. In the case of such a purchase by the Company, the Company will publish an immediate report and will give written notice thereof to the Trustee. The publication of an immediate report regarding such a purchase will be considered as sufficient written notification to the Trustee.

3.2. BONDS purchased by the Company will be canceled, removed from trading on the TASE and the Company will not be entitled to re-issue them. In the event the BONDS are purchased as stated, the Company will apply to the TASE clearing house with a request to withdraw the BOND certificates. In the case of a purchase by the Company as stated above, the purchased BONDS will expire automatically, they will be considered as redeemed, canceled, and removed from trading and the Company will not be entitled to re-issue them. The Company will submit an immediate report on a purchase of BONDS performed by it as stated,

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As required by law.

3.3. A controlling shareholder in the Company and/or his family member (spouse as well as brother, parent, grandparent, descendant or descendant of the spouse, or the spouse of any of these) and/or a corporation controlled by any of them and/or a subsidiary of the Company and/or an associated company of the Company (directly or indirectly) and/or a related company of the Company but excluding the Company itself (a "Related Person") shall be entitled to buy and/or sell from time to time, on the TASE or outside of it, including by way of issuance by the Company, BONDS (Series XVIII). The BONDS which will be held as aforesaid by a Related Person shall be considered an asset of the Related Person, they shall not be delisted from trading on the TASE and they shall be transferable like the rest of the BONDS. As long as the BONDS are owned by a Related Person, they shall not grant him voting rights at the general meetings of the Company's BOND holders and they shall not be taken into account for the purpose of determining the existence of a quorum. It is clarified that regarding the balance of the par value of the series of BONDS for the purpose of calculating the quorum as stated in the Second Appendix, the BONDS held by a Related Person will not be taken into account.

3.4. Nothing in the provisions of sections 3.1 to 3.3 above in themselves shall obligate the Company or the BOND holders to buy BONDS or to sell the BONDS in their possession.

4. Company Obligations

4.1. The Company hereby undertakes to pay, at the times fixed for this, all amounts of principal and interest (including arrears interest, if and to the extent it exists) payable according to the terms of the BONDS and to fulfill all other conditions and obligations imposed on it according to the terms of the BONDS and according to the trust deed.

In any case where the payment date on account of a principal and/or interest amount falls on a day that is not a business day, the payment date shall be postponed to the first business day following it, without any additional payment, and the record date for the purpose of determining eligibility for redemption or interest shall not change because of this.

4.2. To register the BONDS (Series XVIII) which will be issued to the public according to the shelf offering report and the provisions of this deed, for trading on the Tel Aviv Stock Exchange Ltd. (the "TASE").

4.3. Restrictions on Distribution

4.3.1. There are grounds for immediate repayment as stated in section 6.1 below (without taking into account the waiting and cure periods listed in the section);

4.3.2. There is a breach of any of the material obligations of the Company in accordance with the provisions of this deed.

4.3.3. According to the latest financial reports published by the Company, the Company does not meet any of the financial covenants as stated in section 4.4 below (without considering the cure and waiting periods in connection with those financial covenants).

4.3.4.

The Equity is lower than 760 million US Dollars, according to the latest financial reports published by the Company.

4.3.5. The ratio of Equity to Total Balance Sheet calculated according to section 4.4.2 below, is lower than 21% according to the latest financial reports published by the Company.

4.3.6. Any of the "warning signs" occur, as this term is defined in the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Report Regulations"): for the removal of doubt, it is clarified that in a case where the Board of Directors

1 The Company declares that as of the date of signing the trust deed (Series XVIII), in addition to the above and the provisions of any law, restrictions on the distribution of dividends apply to the Company by virtue of financing agreements with banking corporations and other financial institutions and by virtue of trust deeds of series of BONDS issued by it, all as specified in the Company's financial reports for the year 2025 (Reference No.: 2026-01-027498).

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of the Company determines that in the circumstances as stated in regulation 10(b)(14)(a)(4) of the Report Regulations it does not indicate a liquidity problem in the Company, taking the distribution into account, the Company shall be entitled to perform a distribution:

4.3.7. The distribution would harm the Company's ability to repay the BONDS (Series XVII), according to the solvency test under the Companies Law in connection with that distribution.

The Company will provide the trustee with certificates as detailed in section 28.6 below.

The Company undertakes that as long as any of the conditions detailed in sections 4.3.1 to 4.3.7 above regarding distribution are met, it will not repay in any way owner loans provided to it (including it will not perform payments for principal or interest for the said owner loans), and this until after the full, final and precise settlement of the debt according to the terms of the BONDS.

In the event of a distribution performed by way of a self-purchase of the Company's shares, the Company will publish an immediate report on a self-purchase of shares, in which it will state its compliance with the obligations detailed in this section above and this will be considered as delivery to the trustee according to the provisions of this subsection.

4.4. Financial Covenants

The Company undertakes that until after the full, final and precise settlement of the debt according to the terms of the BONDS, the Company will meet all the financial covenants detailed below:

4.4.1. The Equity of the Company shall not be less than 720 million US Dollars, according to two consecutive financial reports.

4.4.2. The ratio between the Company's Equity plus owner loans taken by the Company (if and to the extent there are such in the future) and the total balance sheet of the Company, shall not be less than 17.5% according to two consecutive financial reports. For the purpose of calculating the said ratio, the owner loans (principal only) will be included in the Company's Equity as long as according to their terms, their repayment date (principal and interest) is postponed after the final repayment of the BONDS (Series XVII) and as long as their status (principal and interest) in liquidation is inferior to that of the BONDS (Series XVII).

4.4.3. Net debt divided by annual adjusted EBITDA shall not exceed 8, according to two consecutive financial reports.

4.4.4. Cash (as defined below), at the end of each calendar quarter shall not be less than 50 million US Dollars, according to two consecutive financial reports.

Regarding sections 4.3 and 4.4.4 above:

"Equity" means total capital as appears in the Company's financial reports neutralizing: (a) for the period starting from the fourth quarter of 2013 - the cumulative effects of the neutralizations used for the purpose of calculating the adjusted EBITDA as presented in the interim and annual board of directors reports; and also (b) changes in Equity originating from updating deferred tax assets or liabilities due to a change in the statutory tax rates that will apply to the Company and/or in the tax laws that will apply to the Company. In calculating the Equity, the balance of the provision for impairment of assets in accordance with Accounting Standard 36 (IAS 36) that was recognized will not be included. It is clarified that according to the accounting rules applicable to the Company as of the date of signing this trust deed, the increase in value of assets measured at amortized cost is not permitted for recognition in the financial reports.

"Total Balance Sheet" - means the total consolidated balance sheet in the financial reports less cash. In addition, as long as the balance of the provision for impairment of assets was neutralized in the calculation of the Equity, the said neutralization amount will be added to the total consolidated balance sheet.

"Annual Adjusted EBITDA" means - the consolidated adjusted EBITDA as presented by the Company in its interim and annual board of directors reports and in accordance with the following:

(a) In calculating annual adjusted EBITDA, one-time indemnities from third parties which constitute income and/or other income in the financial reports will also be included.

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(b) Calculation of annual adjusted EBITDA will be done according to the higher of: (a) adjusted EBITDA in the four quarters preceding the measurement date, as defined below; or (b) adjusted EBITDA in the two quarters preceding the measurement date multiplied by two. It is clarified that to the extent that payments for indemnities as stated above were included in the EBITDA, then these payments will not be multiplied by two but will be included only once in the calculation of the annual adjusted EBITDA.

(c) The Company shall be entitled to choose not to include treatment quarters as defined below, in the measurement of the adjusted EBITDA. To the extent that a treatment quarter was not included in the measurement of the adjusted EBITDA, then instead of the said quarter, the most recent previous quarter to the said treatment quarter will be included in the measurement, so that in any case four quarters will always be taken into account. To the extent that the Company chooses not to include treatment quarters in the measurement of the adjusted EBITDA, then the provisions of section (b) above shall not apply. Notwithstanding the above, it is agreed that during a period of five consecutive years, no more than four treatment quarters will be neutralized, no more than two treatment quarters will be neutralized in a row and no more than two treatment quarters will be neutralized in the same calendar year.

In this section "treatment quarters" mean quarters in which the group performs periodic treatment in its facilities, which lasts no less than 30 days, whose effect on the annual adjusted EBITDA exceeds 20 million US Dollars per quarter. Regarding this section, "the Group" - the Company together with its subsidiaries.

(d) In calculating annual adjusted EBITDA, dividends and/or owner loan repayments received by the Company from entities treated according to the equity method will also be included.

(e) In calculating annual adjusted EBITDA, expenses for share-based payment will be adjusted.

"Net Debt" means - the Company's debts to financial institutions, which provided loans to the Company, and to holders of BONDS and other securities of the debt type (but excluding convertible BONDS and convertible debt which on the test date it is worthwhile to convert into Company shares. That is, the economic value of the shares resulting from the conversion is higher at a rate exceeding 5% of the liability value of the debt; together and separately in this definition: "the BONDS") issued by the Company, as they are included in the framework of the financial reports (as defined above), less cash; the determination of the amount of the debt with respect to the Company's BONDS for the purpose of calculating the net debt, will be done according to the fair value of the BONDS or, as the case may be, according to the book value after applying hedge accounting, where in calculating the amount of the said debt, the value of hedge transactions in which the Company entered simultaneously with the issuance of the Company's BONDS and regarding their issuance will be taken into account, provided that in any case the amount of the debt for the BONDS, as aforesaid, will not be less than the liability value of the Company's BONDS (meaning, the amount of the outstanding principal balance of the BONDS plus the interest and linkage amounts for the measurement date, as defined below) and the rate of the hedge transactions will not be less than their liability value (meaning, the amount of the outstanding principal balance of the hedge transaction plus the interest and linkage amounts for the measurement date as defined below).

"Cash" means - cash and cash equivalents, deposits and a securities portfolio, except if these are pledged/restricted for use or otherwise guarantee obligations not included in the debt to financial institutions.

The test regarding the Company's compliance with each of the financial covenants will be performed on the day of publication of the financial reports by the Company ("measurement date") and as long as BONDS (Series XVIII) exist in circulation.

For details regarding an example, for illustration purposes only, regarding the manner of the Company's compliance with the financial covenants established in this section 4.4, had they been tested in accordance with the Company's financial reports as of March 31, 2026, see Appendix C attached to this deed below. It is clarified that the contents of Appendix C below do not include the Company's financial results, but constitute a numerical example to illustrate the manner of calculating the financial covenants as stated above.

4.5. In the event that a change occurs in the parameter used to examine the restrictions on distribution and the financial covenants as stated in sections 4.3 - 4.4 above and section 7.6 of the First Appendix to this trust deed ("the parameters for calculating the restrictions and financial covenants") (which will be tested for the first time in relation to the Company's financial reports as of June 30

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2026) as a result of a change in Generally Accepted Accounting Principles and/or another regulatory change compared to the situation at the time of signing the trust deed, including in a case where the Company adopted other or different accounting rules where the effect of that change on the parameter for calculating the restrictions and financial covenants will bring about the result of a deviation from the numerical data of any of the financial covenants or the said restrictions will exceed 5%, then from the date of the first application of the accounting rules or the said regulatory change - the relevant restriction or the relevant financial covenant, as the case may be, will be proportionally adjusted to the change resulting from the application of the accounting rules or the regulatory change.

4.6. If it turns out that according to the financial reports, on the measurement date, the Company's obligation to any of the financial covenants as stated in sections 4.4.1 - 4.4.4 above was breached, then the provisions of section 6.2 below shall apply, subject to the provisions of section 6.1.16 below.

The Company will state in each financial report within the framework of the notes to the financial reports the matter of its compliance or non-compliance with each of the financial covenants in section 4.4, combined with the numerical figure, and will also provide the trustee with a certificate as stated in section 28.5 below.

For details regarding interest adjustment in the event of non-compliance with the financial covenants see section 7.6 of the First Appendix to this deed.

Securing the BONDS

5.1. The BONDS are not secured by any collaterals or in any other way.

5.2. Without derogating from the provisions of section 5.3 below, the Company undertakes that until after the full, final and precise settlement of the debt according to the terms of the BONDS, it will not create any lien on any of its existing and future assets and rights in favor of any third party, except subject to all the following conditions and section 5.3 below: The Company shall be entitled to create a lien in favor of a third party without the need for obtaining the consent of the BOND holders or the trustee, if the Company creates, simultaneously with the creation of the lien in favor of the third party, a lien of the same type on the same asset and of the same rank Pari Passu according to the ratio of debts, as they will be at that time, towards the third party and towards the holders of the BONDS (Series XVIII), in favor of the BOND holders to secure the full obligations of the Company regarding the BONDS. This lien shall be in effect as long as the BONDS have not been repaid in full or until the cancellation of the said lien which was given in favor of the said third party, whichever is earlier. The Company will give the trustee notice 7 business days prior to creating a lien as mentioned above. It is clarified that the cancellation of a lien in favor of the BOND holders following the cancellation of a lien in favor of a third party as aforesaid will be performed subject to the trustee's approval, that a certificate from the Company's external legal counsel was delivered to the trustee in a version to the trustee's satisfaction, according to which no lien exists in favor of a third party as aforesaid and also that no lien is registered in favor of a third party as aforesaid in the Company's register at the Registrar of Companies or in any other relevant register and also that there is no other additional lien registered in favor of any third party whatsoever.

In the event of creating a lien in favor of the holders as stated in this section 5.2 above, the following provisions shall apply:

To the extent that a lien was created in favor of the holders and in favor of any third party as detailed in this section 5.2 above, the realization of the lien by the trustee or by the third party shall not require the consent of the trustee or the third party, as the case may be, or of any of the holders of the BONDS (in this section together: the "Parties") or the giving of advance notice to the rest of the Parties regarding the intention to act as aforesaid. In light of the above, each of the Parties shall be entitled independently and according to its discretion (provided that it has the right to do so according to the trust deed or the provisions of the relevant lien agreement) to take alone all the proceedings required for the purpose of realizing the pledged asset subject to the provisions of the law.
An officer (receiver or another officer for the purpose of realizing the lien) who will be appointed at the request of one of the Parties, can be appointed as an officer for all the Parties. The trustee shall be entitled to join the proceeding taken by one of the other Parties, according to its discretion or by a decision of the assembly of BOND holders. The Company will provide the trustee with contact details of each of the Parties for the purpose of delivering a notice of realization as aforesaid immediately upon the first request of the trustee.

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The Company undertakes to notify the Trustee within two business days from the date it becomes aware of proceedings taken by a third party and/or of its notice regarding its intention to take such proceedings.
Immediately upon registration of a lien in favor of a third party, the Company shall provide the Trustee with an original certificate from an external lawyer of the Company confirming that the lien in favor of the said third party meets the conditions of Section 5.2 above.

In the event of the creation of a lien as stated in this section, the Company undertakes within two business days from the date of registration of said lien to provide the Trustee with all the following documents to the Trustee's satisfaction:

5.2.1. As far as required by the law applicable at that time to give effect to the lien - a lien document according to which the lien is registered in favor of the Trustee, bearing an original signature by the Company and stamped with an original "Submitted for Review" stamp from the Office of the Registrar of Companies, bearing a date no later than five (5) business days from the date of signing the lien document or alternatively confirmation of the submission of the documents as mentioned online or a copy of the email sent to the Registrar of Companies, with all its attachments, for the purpose of registration, and the date of registration, and the date of the Registrar of Companies as mentioned;

5.2.2. As far as required by the law applicable at that time to give effect to the lien - a notice of details of mortgages and liens (Form 10) signed with an original "Submitted for Review" stamp from the Office of the Registrar of Companies, bearing a date no later than five (5) business days from the date of creation of the notice or alternatively confirmation of the submission of the documents as mentioned online or a copy of the email sent to the Registrar of Companies, with all its attachments, for the purpose of registration, and the date of the Registrar of Companies as mentioned;

5.2.3. Lien registration certificate from the Registrar of Companies;

5.2.4. Lien printout from the Registrar of Companies according to which the said lien was registered.

5.2.5. Any additional document required for the creation and registration of the lien in any other registry in accordance with the law and according to the asset that will be pledged as mentioned.

5.2.6. The Company shall register the lien in any other or additional registry, as required and at the time required by law to give effect to the lien, and this within 30 days, except in cases where the registration of the lien is delayed due to a reason beyond the Company's control, and in such a case the Company shall act to register the lien within a reasonable time which shall not exceed 6 months.

5.2.7. A legal opinion from an external lawyer on behalf of the Company, among other things, regarding the nature of the rights of the pledging party in the pledged asset, the manner of registration of the lien, its validity, legality, and its being realizable and enforceable against the pledging party according to the law applicable in Israel, in a format that will be to the satisfaction of the Trustee according to its reasonable discretion. An updated opinion confirming the above will be submitted to the Trustee once a year, subject to the Trustee's request.

5.2.8. An affidavit from a senior officer in the Company that the lien does not contradict or conflict with the Company's obligations towards third parties, in a format to the Trustee's satisfaction. An updated affidavit confirming the above will be submitted to the Trustee once a year, subject to the Trustee's request.

5.3

Notwithstanding the above, it is clarified that the undertaking not to create liens as detailed in Section 5.2 above shall not apply to any of the following actions and liens:

5.3.1. Transfer and assignment (including assignment by way of a lien) of documents in connection with the export or import of goods, to a bank that will provide credit to finance said export or import.

5.3.2. A lien on customer debts and/or a lien on inventory for the purpose of financing the purchase of inventory in an amount not exceeding the value of the purchased inventory plus ten (10) percent.

5.3.3. Creation of a fixed lien on assets and rights to be acquired by the Company in the future, including equipment, facilities, inventory, customers, and rights, as well as improvements and upgrades of said assets or any part thereof, up to the value of the assets or rights as mentioned above if the obligations for which these liens were given were created for the purpose of acquiring the said assets and/or expanding, improving, renovating, or upgrading those assets and/or to secure loans or credit received by it for the purpose of repaying loans or credit received for the purpose of acquiring the said assets and/or expanding, improving, renovating, or upgrading those assets.

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5.3.4. Creation of a fixed lien on the Company's future rights, only in corporations and/or activities that it will acquire (or that the Company acquired during a period of 12 months prior to the issuance of the BONDS) and/or in which the Company will invest at any time, whether the acquisition was made directly or by way of a merger or business combination (of its own or of any corporation under its control) ("the Corporations"), if the obligations for which these liens were given were created solely for the purpose of acquiring the Corporations and/or the investment in them and/or to secure loans or credit received by it for the purpose of repaying loans or credit received for the purpose of acquiring the Corporations and/or the investment in them and/or credit taken by the Corporations under the Company's guarantee. For this purpose, "Investment" - including by way of providing loans to the Corporations for a period exceeding one year.

5.3.5. Rights of set-off, lien, discount transactions, "netting", collateral provided in the framework of transactions in financial assets (derivatives, etc.), granted to banks or financial institutions in the ordinary course of business with them, as well as transfers for exposure limitation regulated under the Financial Assets Agreements Law, 2006, provided that the total assets transferred as mentioned shall not exceed 8% of the volume of tangible assets in the Company's consolidated report on financial position;

5.3.6. A lien or encumbrance created by power of law that cannot be conditioned upon and not at the Company's initiative.

5.4. As part of a quarterly approval to the Trustee regarding compliance with financial benchmarks as detailed in Section 28.5 below, the Company shall confirm its compliance with the provisions of Section 5.2 and 5.3 above and shall detail the permitted liens created under Section 5.3 above, if created, while referring to the relevant section by virtue of which the Company was entitled to create the lien, in a format to the Trustee's satisfaction.

5.5.

For the avoidance of doubt, it is clarified that the Trustee has no duty to examine, and in practice, the Trustee did not examine, the need for providing collateral to secure payments to the holders of the BONDS. The Trustee was not asked to conduct, and the Trustee in practice did not conduct an economic, accounting, or legal due diligence regarding the business condition of the Company or its subsidiaries. By entering into this trust deed, and by the Trustee's consent to serve as Trustee for the holders of the BONDS (Series XVIII), the Trustee does not express its opinion, explicitly or implicitly, regarding the Company's ability to meet its obligations towards the holders of the BONDS. This shall not derogate from the Trustee's duties under the law or under the trust deed, including it shall not derogate from the Trustee's duty (to the extent such a duty applies to the Trustee under any law) to examine the impact of changes in the Company from the date of the issuance of the BONDS onwards as far as they have an adverse effect on the Company's ability to meet its obligations to the holders of the BONDS.

5.6. The BONDS (Series XVIII) shall all stand at an equal pari passu security level among themselves in connection with the Company's obligations under the BONDS, and without any right of preference or priority of one over the other.

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

6.1. Upon the occurrence of one or more of the cases listed below, the Trustee and/or the holders of the BONDS shall be entitled to act in accordance with the provisions of Section 6.2 below:

6.1.1. If the Company fails to pay any amount due from it in connection with the BONDS or the trust deed or if another material obligation given in favor of the holders is not fulfilled, within seven (7) business days after the arrival of its payment date or the date of non-fulfillment of the material obligation, as the case may be, and the said breach is not corrected within seven (7) days from the date the Company became aware of the breach.

6.1.2. If a temporary liquidator is appointed for the Company or a temporary liquidation order is given by a court or any judicial decision of a similar nature is made, including in accordance with the Insolvency Law, or a temporary trustee is appointed for the Company as defined in the Insolvency Law, and such order or decision is not dismissed or cancelled within forty-five (45) days from the date the order was given or the decision was received, as the case may be. Notwithstanding the above, no cure period shall be given to the Company in respect of requests and/or orders as mentioned that were filed or given, as the case may be, by the Company or with its consent.

6.1.3. If an attachment is imposed on a material asset, as defined below, or if an execution action is carried out against a material asset or a lien is realized against a material asset and the attachment is not removed or the action is not canceled within forty-five (45) days from the date of their imposition or execution, as the case may be. Notwithstanding the above, no cure period shall be given to the Company...

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...shall be given to the Company in respect of requests and/or orders as mentioned that were filed or given, as the case may be, by the Company or with its consent.

6.1.4. If a request for receivership or for the appointment of a receiver (temporary or permanent) was filed for the Company, or for a material asset, or if an order for the appointment of a temporary receiver or temporary trustee was given, as defined in the Insolvency Law, which was not dismissed or canceled within forty-five (45) days from the date of their filing or giving, as the case may be. Notwithstanding the above, no cure period shall be given to the Company in respect of requests or orders that were filed or given, as the case may be, by the Company or with its consent.

6.1.5. If an order was given for the appointment of a permanent receiver or for the appointment of a trustee, as defined in the Insolvency Law, for the Company and/or for a material asset.

6.1.6. If the Company makes a liquidation decision (except for the purpose of a merger with another entity, which does not constitute a ground for immediate repayment in accordance with the provisions of Section 6.1.7 below) or if a final and permanent liquidation order is given against it by the court or any order with a similar or identical result according to the Insolvency Law or if a permanent liquidator is appointed for the Company or any other authorized body with similar characteristics or a trustee is appointed for the Company as defined in the Insolvency Law.

6.1.7. If a merger was carried out in any way within which the Company is the absorbing entity or the target company, without receiving prior approval by a special decision of the holders of the BONDS, unless the Company or the absorbing entity, as the case may be, declared to the holders of the BONDS, including through the Trustee, at least ten (10) business days before the date of the merger, that there is no reasonable concern that due to the merger the Company or the absorbing entity will not be able to fulfill the obligations towards the holders.

6.1.8. If one of the following was put up for immediate repayment: 1. Another series of BONDS issued by the Company, whether traded on the exchange or not; or 2. Debt or debts of the Company or of a consolidated company towards a financial institution and/or several financial institutions and/or any other financial creditor and/or several other financial creditors, including an institutional body (except for debt that is non-recourse to the Company) in a cumulative volume exceeding the lower of: (1) 150 million US dollars or (2) 15% of the Company's total liabilities towards financial institutions, provided that the immediate repayment of such debt is not canceled within 21 business days from the date of the immediate repayment as mentioned. All the said data are in accordance with the last consolidated financial reports of the Company before the date of the immediate repayment as mentioned. For the purpose of this section, "financial creditor" means - any entity whose business is providing loans, which provided the Company and/or a consolidated company any financing.

6.1.9. If the TASE suspended the trading in the BOND, except for suspension on the grounds of uncertainty, as defined in this cause in the fourth part of the TASE Regulations, and the suspension was not canceled within 60 days.

6.1.10. If for a period of 60 consecutive days, the BONDS are not rated by any rating company, due to reasons or circumstances that are within the Company's control.

6.1.11. If the Company ceases to be a reporting corporation, as defined in the Securities Law.

6.1.12. If the control of the Company is transferred without obtaining the required approvals for this in accordance with the Government Companies Order (Declaration of Vital Interests for the State in Oil Refineries Ltd.), 2007, as far as required. For the purpose of this subsection "transfer of control" - a transaction as a result of which Petrochemicals in Israel Ltd. ("Mif'ab") and the only permit holders according to the control permit from September 5, 2022 (themselves or through subsidiaries under their full control or their controlling shareholders), will cease to be controlling shareholders in the Company, directly or indirectly; "control" - as defined in the Securities Law (including holding "together with others", as defined in the Securities Law). For the avoidance of doubt, a transaction of Mif'ab that constitutes a reorganization of its holdings, within which the control will be transferred...

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...in the Company to the current controlling shareholders of Mif'ab or to another company under their control, shall not be considered for this purpose as a transfer of control.

6.1.13	If the Company has ceased or will announce its intention to cease managing its business as it will be from time to time.
6.1.14	If the Company has stopped or announced its intention to stop its payments.
6.1.15	(A) If the Company files a request for a stay of proceedings order or a commencement of proceedings order in accordance with the provisions of the Insolvency Law or if such an order is given or if the Company files a request for a compromise or settlement with its creditors according to section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law (except for the purpose of a merger with another entity in accordance with the provisions of Section 6.1.7 above and/or a change in the Company's structure or a split that are not prohibited by the terms of this deed, and except for settlements between the Company and the Company's shareholders that are not prohibited by the terms of this deed and that do not affect the Company's ability to repay the BONDS) or if the Company proposes to its creditors in another way such a compromise or settlement, against the background of the Company's lack of ability to meet its obligations on time; or - (B) if a request is filed according to section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law against the Company (and without its consent) which was not dismissed or canceled within 45 days from the date of its filing.
6.1.16	Non-compliance by the Company with one or more of the financial benchmarks set in sections 4.4.1 to 4.4.4 above (and for the avoidance of doubt, in accordance with two consecutive financial reports as stated in these sections). Notwithstanding the above, in the event that the rate of deviation from those financial benchmarks in which the Company is in deviation according to the second financial report among them does not exceed 10% of the values set for those financial benchmarks, the cause for immediate repayment shall apply only if the deviation from the said financial benchmarks exists also in the following financial reports.
6.1.17	If the Company is liquidated or deleted for any reason.
6.1.18	If 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.
6.1.19	If there is a real concern that the Company will not meet its material obligations towards the holders.
6.1.20	If the Company performs a distribution or makes payments on account of owner loans contrary to what is stated in section 4.3 above.
6.1.21	If the Company does not publish financial reports that it is required to publish by any law or according to the provisions of this deed, within 30 days from the last date on which it is required to publish them.
6.1.22	If the BONDS were deleted from trading on the TASE.
6.1.23	If the Company violated any of its obligations in connection with the expansion of a series or the issuance of a new series as stated in Section 2.6 above (respectively).
6.1.24	If the Company violated any of its obligations in connection with the negative pledge as stated in Section 5.2 above.
6.1.25	If a sale of most of the Company's assets was performed or if a change of the main part of its activity was performed such that the Company's main activity is not in one or more of the fields of fuels, petrochemicals, infrastructure, industry, or energy trade.

6.1.26	If the Company violates the terms of the BONDS or the trust deed by a fundamental breach, or if it does not fulfill any of its material obligations within them, and the breach was not corrected within 14 days from the date the Company became aware of the breach, during which the Company will act to correct it.
6.1.27	If it turns out that a material representation from the Company's representations in the BONDS or in the trust deed is incorrect and/or not complete, and in the case that it is a breach that can be corrected - the breach was not corrected within 14 days from the date the Company became aware of the breach, during which the Company will act to correct it.

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6.1.28. In the event that a "Going Concern" note is recorded in the financial statements of the company for a period of two (2) consecutive quarters and there is a reasonable concern that the company will not meet its material obligations towards the holders of the BONDS (Series 18).

For the purpose of this entire Section 6.1: (1) "Material Asset" is an asset or a combination of several assets whose value or aggregate value, as the case may be, according to the consolidated financial statements of the company, exceeds 35% of the total assets in the company's balance sheet according to those last financial statements prior to the date of the event, (2) "Most of the company's assets" is an asset or a combination of several assets whose value or aggregate value, as the case may be, according to the consolidated financial statements of the company, exceeds 50% of the total assets in the company's balance sheet according to the said last financial statements prior to the date of the sale.

6.2. Upon the occurrence of any of the events detailed in Sections 6.1.1 to 6.1.28 (inclusive) above, the provisions in this Section 6.2 below shall apply:

6.2.1. The Trustee shall be obligated to convene a meeting of the BONDS holders, the date of which shall be after 21 days from the date of its summoning (or a shorter period according to the provisions of Section 6.2.5 below), and whose agenda shall include a resolution regarding immediate repayment and/or realization of collateral (if provided) of all the outstanding balance of the BONDS, due to the occurrence of any of the events detailed in Sections 6.1.1 to 6.1.28 (inclusive) above. Notwithstanding the above, in the circumstances detailed in Section 6.1.6 above and prior to the existence of a cause for immediate repayment, should the company request the Trustee in writing to appoint an urgent representative body, the provisions of Appendix A to the Trust Deed shall apply.

6.2.2. A resolution to call the BONDS for immediate repayment and/or to realize collateral (if provided) shall be adopted at a holders' meeting attended by holders of at least fifty percent (50%) of the balance of the par value of the BONDS, or at an adjourned holders' meeting attended by holders of at least twenty percent (20%) of the said balance, by a majority of the holders of the par value balance of the BONDS represented in the vote.

6.2.3. In the event that by the time of the meeting's assembly, any of the events detailed in Sections 6.1.1 to 6.1.28 (inclusive) above has not been canceled or removed, and a resolution at the meeting of BONDS holders was adopted as stated in Section 6.2.2 above, the Trustee shall be obligated, immediately, to call for immediate repayment all the outstanding balance of the BONDS and/or realize collateral (if provided).

6.2.4. The Trustee or the holders shall not call the BONDS for immediate repayment and/or realize collateral (if provided) as stated in this Section 6.2 above, unless they have delivered to the company a written notice of their intention to do so no later than 21 days prior to calling the BONDS for immediate repayment and/or the realization of the collateral as stated; however, the Trustee or holders are not obligated to deliver such notice to the company if there is a reasonable concern in the opinion of the Trustee that delivering the notice would harm the possibility of calling the BONDS for immediate repayment and/or realizing collateral (if provided). A copy of the meeting summons notice as stated, which shall be sent by the Trustee to the company immediately upon publication of the notice, shall constitute a prior written warning to the company of our intention to act as stated.

6.2.5. Beyond what is stated in Section 6.2.4 above, the Trustee is entitled, at his discretion, to shorten the count of days stated in Sections 6.2.1 and 6.2.4 above and even cancel the count of days in the event that the Trustee is of the opinion that this is necessary to protect the rights of the BONDS holders and to the extent necessary in the opinion of the Trustee as stated.

6.2.6.

It is clarified that where a reasonable period has been set during which the company is entitled to perform an action or make a decision as a result of which the cause for immediate repayment is omitted ("cure period"), the Trustee or the holders are entitled to call the BONDS for immediate repayment as stated in this Section 6, only if the period set as stated has passed and the cause was not omitted; however, the Trustee is entitled to shorten the period set in the Trust Deed if he believes it might materially harm the rights of the holders.

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6.3. For the avoidance of doubt, it is clarified that nothing in the right to call for immediate repayment as stated above and/or in the calling for immediate repayment shall detract from or harm any other or additional remedy available to the BONDS holders or the Trustee according to the terms of the BONDS and the provisions of this Deed or by law, and the failure to call the debt for immediate repayment upon the occurrence of any of the cases detailed in Section 6.1 above shall not constitute any waiver of the rights of the BONDS holders or the Trustee as stated, unless explicitly stated otherwise.

6.4. As long as a cause for calling the BONDS for immediate repayment exists as detailed in this Section 6, any collateral (if provided) shall be enforceable and realizable, whether the BONDS have been called for immediate repayment or the BONDS have not yet been called for immediate repayment, subject to giving notice to the company, except in circumstances where there is no obligation to give notice to the company, as detailed in Section 6.2.4 above.

7. Claims and Proceedings by the Trustee

7.1. In addition to any provision in this Trust Deed and as an independent right and authority, the Trustee shall be entitled, at his discretion, to take all those proceedings, including legal proceedings, as he sees fit and subject to the provisions of any law, for the purpose of protecting the rights of the BONDS holders and enforcing the performance by the company of its obligations under this Trust Deed. The Trustee shall be obligated to do as stated in this Section 7.1 above or in Section 7.2 below upon the demand of holders which is adopted by an ordinary resolution.

7.2. Nothing in the above shall harm and/or detract from the Trustee's right to initiate legal and/or other proceedings, whether on his own initiative or upon the demand of holders adopted by an ordinary resolution, even if the BONDS have not been called for immediate repayment, but subject to giving 10 days prior notice. Notwithstanding what is stated in this section regarding the obligation to give prior notice, the Trustee shall be entitled to shorten the prior notice period and to exercise his authority under this Section 7.2 at any time and without giving prior notice, whether the BONDS have been called for immediate repayment or not, if in the opinion of the Trustee the set period or the giving of prior notice, as the case may be, might harm the rights of the BONDS holders. Notwithstanding what is stated in this Section 7.2, it is clarified that the right of immediate repayment shall arise only in accordance with the provisions of Section 6.1 above and not by virtue of this Section 7.2.

7.3. Before taking proceedings as stated above, the Trustee shall convene a general meeting of the BONDS holders so that it will be decided by them by ordinary resolution which proceedings to take for the realization of their rights under the Trust Deed and the BONDS, provided that the convening of the meeting shall not delay the Trustee's actions in a manner that harms the rights of the BONDS holders. Furthermore, the Trustee shall be entitled to repeatedly convene general meetings of the BONDS holders for the purpose of receiving instructions regarding the management of the proceedings as stated. The Trustee's action shall be carried out in such cases without delay and at the earliest possible date.

7.4. 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 related to the Trust Deed, by ordinary resolution.

7.5. The Trustee may, but is not obligated to, at his discretion, delay the performance of any action by him under the Trust Deed, for the purpose of applying to a general meeting of the BONDS holders and/or to the court, until he receives instructions from a general meeting of the BONDS holders, by ordinary resolution and/or instructions from the court on how to act, provided that the application shall not delay the Trustee's actions in a manner that harms the rights of the BONDS holders. The application to the general meeting of the BONDS holders and/or to the court shall be carried out in such cases without delay and at the earliest possible date. As long as a court decision has not been given, the duties imposed on the Trustee under the Trust Deed and by law shall apply to him. Despite the above, the Trustee is not entitled to delay proceedings for calling for immediate repayment and/or realizing collateral (if provided) which the meeting of the BONDS holders decided upon in accordance with the provisions of Section 6 above.

7.6. For the avoidance of any doubt, it is hereby clarified that none of the provisions detailed above shall harm and/or detract from the right of the Trustee granted to him hereby to apply at his sole discretion to legal instances, even before the BONDS are called for immediate repayment, for the purpose of granting any order regarding the trust matters.

8. Trust on the Receipts

8.1. All funds held by the Trustee in respect of the BONDS (Series 18), including as a result of calling the BONDS for immediate repayment, and including as a result of proceedings he may take, if any, against the company, shall be held by him in trust

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and shall be used by him for the following purposes and in the following order of priority:

8.1.1. First, for the settlement of his fee.

8.1.2. Second, for the settlement of expenses, payments, levies, and obligations spent by the Trustee, imposed on him, or caused incidentally or as a result of trust performance actions or otherwise in connection with the terms of the Trust Deed.

8.1.3. Third - for the payment of reimbursement to holders who bore payments under Section 21 of this Deed beyond their relative share according to Section 21.6 below, and thereafter payment of reimbursement to holders who bore payments as per their relative share according to Section 21.6 below;

The balance shall be used for purposes in the following order of priority:

8.1.4. First - to pay the BONDS holders the interest in arrears, including arrears interest, to the extent applicable, due to them pari-passu and proportionally to the amounts due to each of them without preference or priority regarding any of them, and without any preference in connection with the priority in time of the issuance of the BONDS by the company or otherwise.

8.1.5. Second - to pay the BONDS holders the interest amounts due to them according to the BONDS held by them of the BONDS (Series 18), pari-passu, whether the time for settlement of the interest amounts has arrived or not and proportionally to the amounts due to them, without any preference in connection with the priority in time of the issuance of the BONDS by the company or otherwise.

8.1.6. Third - to pay the BONDS holders the principal amounts in arrears due to them pari-passu and proportionally to the amounts due to each of them without preference or priority regarding any of them, and without any preference in connection with the priority in time of the issuance of the BONDS by the company or otherwise.

8.1.7. Fourth - to pay the BONDS holders the principal amounts due to them according to the BONDS held by them pari-passu whose payment date has not yet arrived and proportionally to the amounts due to them,

without any preference in connection with the priority in time of the issuance of the BONDS by the company or otherwise.

The surplus, if any, the Trustee shall pay to the company or its successors, as the case may be.

From the payments to the BONDS holders, withholding tax shall be deducted to the extent there is an obligation to deduct it according to any law.

8.2. Nothing in the provisions of this Section 8 above shall detract from the Trustee's obligation to act to collect the funds from the company, to the extent the payment obligation applies to it.

8.3. Authority to demand payment to the holders through the Trustee

The Trustee may instruct the company to transfer to him part of the payment that the company must pay to the holders (in this section: the "Relevant Payment") for the purpose of financing the proceedings and/or the expenses and/or the Trustee's fee according to this Deed (in this section: the "Financing Amount"), provided that the company has not borne the Financing Amount and/or deposited the Financing Amount with the Trustee in advance. The company shall transfer the Financing Amount to the Trustee no later than the date of the Relevant Payment execution. The company is not entitled to refuse to act in accordance with such notice, and the Financing Amount transferred to the Trustee as stated shall be considered as if it were redeemed and paid to the holders as part of the Relevant Payment, and the company (including regarding withholding tax) as having fulfilled its obligation to the holders if it proves that it transferred the full Financing Amount to the Trustee as stated.

It will be clarified that the Financing Amount transferred to the Trustee shall be deducted from the interest payment only, and to the extent the interest payment is insufficient, the said amount shall also be deducted from the principal payment.

No later than 4 trading days before the record date for executing the Relevant Payment from which the Financing Amount will be reduced, an immediate report shall be published detailing the Financing Amount, its purpose, and the updated amounts and rates of principal and/or interest that will be paid to the holders as part of the Relevant Payment. To the extent the Financing Amount is deducted from the principal, the company shall state

in the said immediate report, among other things, the redemption amount for every 1 NIS par value, after deducting the Financing Amount. Additionally, the company shall state in the said immediate report that the Financing Amount transferred to the Trustee shall be considered for all intents and purposes as a payment to the BONDS holders.

The Financing Amount that the Trustee shall be entitled to instruct the company to transfer to him as stated in this section above, to the extent that a holders' resolution was not previously adopted on the matter (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 500,000 NIS.

Nothing in the above shall release the company from its obligation to bear the payments of the Financing Amount where it is obligated to bear them according to this Deed or by law. Furthermore, nothing in the above shall detract from the Trustee's obligation to act reasonably to obtain the Financing Amount due to the holders from the company.

9. Authority to Delay Distribution of Funds

9.1.

Despite what is stated in Section 8 above, if the monetary amount received by the Trustee and available for distribution at any time, as stated in that section, is less than five percent of the par value balance of the series of BONDS or 1 million NIS, whichever is lower, the Trustee shall not be obligated to distribute it, and he shall be entitled to invest the said amount, in whole or in part, in permitted investments according to Section 14 of the Trust Deed and to change these investments from time to time with other permitted investments according to Section 14 of the Trust Deed, all as he sees fit.

9.2. When the said investments reach their profits, together with additional funds that reach the Trustee for the purpose of their payment to the BONDS holders, if any, to an amount of at least five percent of the par value balance of the series of BONDS or 1 million NIS, whichever is lower, or upon arrival of a principal and/or interest payment date, whichever is earlier, the Trustee shall pay to the holders of the BONDS as stated in Section 8 above. In the event that within three months from the date of depositing the funds as stated with the Trustee, the Trustee does not have an amount sufficient to pay at least the said amount, the Trustee shall be entitled to distribute the funds in his hands to the BONDS holders.

9.3. Notwithstanding the above in this section, if the Trustee receives a demand for it, by ordinary resolution, the Trustee shall distribute the amounts received by him as a result of taking proceedings as stated above, even before they accumulated to a total of five percent of the par value balance of the series of BONDS or 1 million NIS, whichever is lower. Payment of the Trustee's fee and the Trustee's expenses shall be paid out of the said funds immediately upon their arrival even if the amounts that reached the Trustee are lower than five percent of the par value balance of the series of BONDS or 1 million NIS, all subject to the TASE Regulations.

10. Notice of Distribution

10.1. The Trustee shall notify the BONDS holders of the day and place where any payment of the payments mentioned in Sections 8 and 9 above will be performed, in a notice delivered to them in the manner set forth in Section 22 below not less than ten days and not more than twenty days in advance.

10.2. After the day set in the notice, the BONDS holders shall be entitled to interest at the rate set in the BOND only on the remaining principal amount (if any) after deducting the amount paid or offered to them in accordance with the provisions of Section 11 below.

11. Avoidance of Payment for a Reason Not Dependent on the Company

11.1. Any amount due to a holder of BONDS that was not actually paid on the date set for its payment for a reason not dependent on the company, while the company was willing to pay it and was able to pay it in full and on time ("the Prevention"), shall cease to bear interest from the date set for its payment, while the holder of the BONDS shall be entitled only to those amounts he was entitled to on the date set for the repayment of that payment on account of the principal and interest.

11.2. The company shall deposit with the Trustee, within 15 days from the date set for payment, the payment amount that was not paid for a reason not dependent on it, as stated in Section 11.1 above, and notify the BONDS holders of the said deposit, as stated in Section 22 below, and such deposit shall be considered as settlement of that payment by the company, and in case of settlement of everything due in respect of the BOND, also as redemption of the BOND by the company.

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11.3 The Trustee shall invest any such amount to the credit of those bondholders, within trust accounts in his name and at his disposal, in investments permitted to him according to the provisions of Section 14 below. If the Trustee has done so, he shall only be liable to the beneficiaries for those amounts for the consideration that will be received from the realization of the said investment, less the expenses related to the said investment and the management of the trust accounts and less the mandatory payments applicable to the said trust accounts, subject to the distribution order detailed in Section 8.1 above.

11.4 The Trustee shall transfer to each bondholder for whom amounts and/or funds reaching the bondholders were deposited with the Trustee from those same funds deposited as aforesaid, against the presentation of those proofs required by the Trustee to his full satisfaction regarding the holder's right to receive the funds and regarding the removal of the prevention of payment and less all expenses and mandatory payments applicable to the said trust account, including commissions at the rate that will be acceptable at that time.

11.5 The Trustee shall hold these funds and invest them in the manner described, until the end of one year from the date of final redemption of the BONDS. After this date, the Trustee shall transfer to the Company the amounts as stated in Section 11.4 above (including the profits resulting from their investment) less his expenses, as much as remains in his hands at that time. The Company shall hold these amounts in trust for the bondholders entitled to those amounts for six additional years, and regarding the amounts transferred to it by the Trustee as stated above, the provisions of Sections 11.3 and 11.4 above shall apply to it with the necessary changes. Funds that are not demanded from the Company by the bondholder at the end of seven years from the date of final redemption of the BONDS, shall be transferred to the Company, and it shall be entitled to use the remaining funds for any purpose whatsoever. The aforesaid shall not derogate from the Company's obligation toward the bondholders to pay them the funds to which they are entitled as stated according to any law.

11.6 The Company shall confirm in writing to the Trustee the return of the said amounts and their receipt in trust for the bondholders as stated and shall indemnify the Trustee for any damage of any kind whatsoever that will be caused to him due to the funds being transferred as stated from the Trustee to the Company, provided that he acted reasonably. Upon the transfer of the funds from the Trustee to the Company, the Trustee shall be exempt from the payment of the said amounts to the entitled bondholders.

Receipt from a bondholder

12.1 A receipt from the bondholder or an authentication from the TASE member who transfers and/or from the registration company regarding the principal amounts, the interest paid to him by the Trustee for the BONDS shall discharge the Trustee with an absolute discharge in everything related to the actual execution of the payment of the amounts specified in the receipt.

12.2 Except in the case stated in Section 11.5 above, a receipt from the Trustee regarding the deposit of the principal and interest amounts with him for the benefit of the bondholders as stated above shall be considered as a receipt from the bondholder for the purpose stated in Section 12.1 above in relation to the release of the Company (and not in relation to the release of the Trustee) in everything related to the execution of the payment of the amounts specified in the receipt.

12.3 Funds distributed as stated in Section 10 above shall be considered as payment on account of the redemption of the BONDS.

Applicability of the Securities Law and TASE Rules

Without derogating from the provisions of Section 31 below, in any matter not mentioned in this deed and in any case of contradiction between the provisions of the Israeli law which cannot be stipulated against and this deed, the parties shall act according to the provisions of the Israeli law that are not subject to stipulation. In any case of contradiction between the provisions described in the prospectus and/or in the shelf offering report in connection with this trust deed and its accompanying documents, the provisions of this deed shall prevail subject to the TASE Regulations and the instructions thereunder, as they may be from time to time. As of the date of signing the trust deed (Series 18), no such contradiction exists.

14. Investment of Funds

All funds that the Trustee is permitted to invest according to the trust deed, shall be invested by him in bank deposits in one of the five large banks in Israel whose rating is not lower than (AA) and/or in government BONDS of the State of Israel only.

If the Trustee has done so, he shall only be liable to the beneficiaries for those amounts for the consideration that will be received from the realization of the investments less his fee and his expenses, the commissions and the expenses related to the said investment and to the management of the trust accounts.

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and less the mandatory payments applicable to the trust account, and with the balance of the funds as stated, the Trustee shall act according to the provisions of this deed.

15. Company's Obligations to the Trustee

The Company hereby undertakes to the Trustee, that until after the full, final and precise discharge of the debt according to the terms of the BONDS, as follows:

15.1. To persist and manage its business and the business of corporations under its control in a regular and proper manner.

15.2. To manage regular account books in accordance with acceptable accounting principles. To keep the books and the documents used as authentication for them (including a pledge deed, mortgage, accounts and receipts), and also to allow the Trustee and/or whoever is appointed in writing for this purpose, no later than 5 business days from the Trustee's request, to examine any such book and/or document and/or confirmation.

The Trustee shall keep in secret information that has reached him according to this section, shall not reveal it to another and shall not make any use of it, unless its disclosure or use is required for the purpose of fulfilling the Trustee's duty according to the law, according to the trust deed, or according to a court order or for the purpose of protecting the rights of the bondholders.

15.3. To notify the Trustee in writing and no later than two business days after it becomes known to it, of any case in which a lien was imposed or a security interest was realized or an enforcement action was performed on a material asset (as defined in Section 6.1 above), and also in any case in which a temporary trustee or another officer with similar significance and powers was appointed for the Company in accordance with the Insolvency Law, within the framework of an order to initiate proceedings, as these terms are defined in the Insolvency Law, or a receiver, special manager and/or a temporary or permanent liquidator and/or a trustee was appointed for a material asset against the Company or the appointment of any other officer, and also to take at its expense all the measures required for the purpose of removing such a lien or canceling the realization of the security interest or the enforcement action or canceling the receivership, the liquidation or the management as the case may be, and to update the Trustee regularly on the management of the said proceedings.

15.4. To notify the Trustee in writing and this no later than two business days after it becomes known to it, of the occurrence of any event from the events detailed in Section 6 of this deed or of a real concern of the occurrence of any of them (without taking into account the cure and waiting period listed in Section 6 above).

15.5.

The Company will deliver to the Trustee, or to a representative on his behalf, any explanation, document, calculation or other additional information, including regarding the Company and its business (including explanations, documents and calculations regarding the Company, its business or its assets and information which will be reasonably required by the Trustee for the protection of the rights of the bondholders), and also information required from its accountants and its legal advisors, according to a reasonable written demand of the Trustee and this no later than ten (10) days from the date of the Trustee's request, and as long as in the Trustee's reasonable opinion the information is required by him for the purpose of implementation and operation of the powers, strengths and authorizations of the Trustee and/or his representative according to the deed and provided that the Trustee acts in good faith, and this subject to the confidentiality obligations as stated in Section 29.5 of this trust deed. Without derogating from the aforesaid, the transfer of such information to his authorized representatives (who are not employees and/or officers of the Trustee) and/or to the professional advisors of the Trustee (together: "The Advisors") will be done subject to the signature of the Advisors on a confidentiality letter that is in Appendix B to this deed.

15.6. To notify the Trustee in a written notice, signed by the senior officer in the field of finance in the Company, within 5 business days of the execution of any payment to the bondholders and of the debt balance to the bondholders at that time and after the execution of the payment.

15.7. To invite the Trustee and to allow him to be present at the shareholder meetings of the Company, without a right of participation and voting in the meeting. Publication of a meeting invitation through the MAGNA system shall be considered an invitation to the Trustee for the purpose of this section.

15.8. To give the Trustee the reports and filings as detailed in Section 28 below.

15.9. The Company undertakes to act so that as far as the matter is in its control, the BONDS will be under rating monitoring by at least one rating company. For this matter it is clarified, that the transfer of the BONDS to a watch list or any other similar action performed by the rating company shall not be considered a cessation of rating.

The Company shall be entitled, at its sole discretion, to replace the rating company throughout the life of the bond.

Provided that the chosen replacement rating company as stated shall be a rating company as defined in this term in Section 1.4 above. The Company shall not require approval from the Trustee or the bondholders for the purpose of replacing the rating company as stated.

In a case where the Company replaces on its initiative the rating company (or one of them as long as the company is rated by more than one rating company) or stops its work, even in a case where the BONDS are rated by more than one rating company, the Company shall publish an immediate report detailing the reasons for replacing the rating company or for stopping its work, and this within one trading day from the date of the event occurrence. If the BONDS cease to be rated (meaning - they will not be rated by any rating company), the Company shall publish a notice regarding the reasons for the cessation of the rating immediately and no later than one business day from the date of the rating cessation.

The Company shall publish an immediate report for any rating action that the rating company is obligated to publish and the provisions of Section 22.1 below shall apply.

If the BONDS are rated by more than one rating company, the rating of the BONDS for the purpose of this deed shall be determined according to the low rating, except in relation to a series expansion then the determining rating shall be the high rating as detailed in Section 2.6 above.

15.10.

To perform all the necessary and/or reasonably required actions and in accordance with the provisions of any law for the purpose of giving validity to the operation of the powers, strengths and authorizations of the Trustee and/or his representatives in accordance with the provisions of the trust deed, and this no later than five business days from the date of the demand for performance or the necessity of performance.

15.11. The Trustee may instruct the Company to report immediately in the MAGNA system in the Trustee's name any report in a wording that will be transferred in writing by the Trustee to the Company, and the Company shall be obligated to report the report as stated no later than two trading days from its receipt by the Trustee and in accordance with the provisions of any law.

15.12. Reports of the Company in the MAGNA system shall be considered as actual delivery to the Trustee or his actual invitation, as the case may be, and this except for the matter of the notice detailed in Section 15.4 above which will be delivered to the Trustee in addition to the Company's report in the MAGNA system.

15.13. Additional Obligations

15.13.1. In a case where a notice is delivered to the Company that the BONDS were put up for immediate repayment according to the provisions of Section 6 above, the Company shall perform from time to time and at any time when it is required to do so by the Trustee, all reasonable actions to allow the operation of all the powers given to the Trustee and also the Company shall repay to the bondholders and to the Trustee all the amounts reaching them and shall do the following actions:

15.13.1.1. To repay to the bondholders and to the Trustee all the amounts reaching them according to the terms of the trust deed, whether the date of the obligation for it has arrived or not ('Acceleration') this within 7 business days from the date of putting the BONDS for immediate repayment.

15.13.1.2. To deliver to the Trustee, according to his request, any affidavit or statements and/or to sign any document and/or to perform and/or to cause the performance of all the necessary and/or required actions in accordance with any law for the purpose of giving validity to the operation of the powers, strengths and authorizations of the Trustee and/or his representatives required to enforce on the Company its obligation as stated in Section 15.13.1.1 above and for the realization of the securities.

15.13.1.3. To give all the notices, orders and instructions that the Trustee will see as useful and will require them.

Attorneys-in-Fact

16.1. The Company hereby irrevocably appoints the Trustee as its attorney-in-fact, to execute and perform in its name and in their place all the actions that it is obligated to perform according to the terms included in this deed, and to act in its name in performing all or part of the powers given to the Trustee, and this, on the condition that the Company did not perform the actions that it is obligated to perform according to the terms of this deed within a reasonable time from the date of the Trustee's written demand, and provided that he acted reasonably.

16.2. There is nothing in the appointment according to Section 16.1 above to obligate the Trustee to do any action and there is nothing in this to derogate from the Company's obligations.

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The Company in accordance with the trust deed, and the Company hereby exempts the Trustee in advance in the event that he does not perform any action whatsoever or does not perform it on time or in the correct manner, and the Company waives in advance any claim toward the Trustee and his agents for any damage that was caused or that might be caused to the Company directly or indirectly, because of this, based on any action that was not taken at all, or that was not taken on time by the Trustee.

17. Other Agreements

Subject to the provisions of the law and the restrictions imposed on the Trustee in the law, his performance of the Trustee's duty, according to the trust deed, or his actual status as Trustee, shall not prevent him from entering into various contracts with the Company or from performing transactions with it in the regular course of his business, provided that this shall not harm the fulfillment of the Trustee's obligations according to the trust deed and his eligibility as a Trustee, including that this shall not put the Trustee in a situation of any conflict of interest versus the Company and/or the holders.

18. Trustee's Fee

The Company shall pay the Trustee for his services as Trustee for the issuance of the BONDS, a fee as follows:

18.1. For his services as Trustee starting from the date of issuance of the BONDS, and as long as there are BONDS that have not yet been repaid in circulation, a total of 24,000 NIS plus VAT for each trust year. The said total shall be paid at the beginning of each trust year for the upcoming trust year.

18.2. The Trustee's fee and the said expenses shall be paid until the end of the trust according to this deed even if a receiver (or a receiver and manager) was appointed, and without considering whether the trust according to this deed will be managed under the supervision of the court or not.

18.3. For each shareholder meeting that the Trustee will take part in, even if it did not take place due to the lack of a legal quorum for its opening, an additional fee of 600 NIS, plus VAT, shall be paid per meeting.

18.3.1. Without prejudice to the generality of the stated in sections 18.1 to 18.3 above, the Trustee shall be entitled to payment of a fee in the amount of 600 NIS for every working hour he will be required for due to special actions which he will perform within the framework of his role as Trustee, including: actions resulting from a breach of the deed by the Company;

18.3.2. Actions in connection with putting the BONDS for immediate repayment and/or actions in connection with a decision of a meeting of bondholders to put the BONDS for immediate repayment;

18.3.3. Special actions that will be required or that will need to be performed, for the purpose of fulfilling his roles according to this deed in connection with the rights of the bondholders and for the purpose of protecting them, including due to the Company's failure to meet its obligations according to this deed, including the convening of bondholders' meetings as stated in this deed and including due to participation in bondholders' meetings;

18.3.4. Special works (including, but not limited to, work required due to a change in the Company's structure or work due to the Company's demand) or due to the need to perform additional actions for the purpose of fulfilling his role as a reasonable Trustee, due to a future change in laws and/or regulations and/or other binding instructions that will apply in connection with the Trustee's actions and his responsibility according to this trust deed;

18.3.5.

Actions in connection with registration or cancellation of registration of securities in a registry managed according to any law (including abroad), as well as examination, supervision, control, enforcement etc. of obligations (such as: restrictions on the Company's freedom of action, lien on assets and more), that the Company took or will take or that will be taken by anyone on its behalf or for it, in connection with securing other obligations of the Company or anyone on its behalf (such as: execution of payments according to the terms of the BONDS) toward the bondholders, including regarding the nature of the security conditions and such obligations and their fulfillment.

18.4. Subject to the provisions of the trust deed, the Trustee shall be entitled to reimbursement of the reasonable expenses that he will incur within the framework of fulfilling his role and/or by virtue of the powers granted to him according to the trust deed including (but not limited to) advertisements in newspapers, expenses and costs for summoning and convening a meeting of the bondholders, travels and deliveries, and an expert opinion and provided that for the expenses of an expert opinion, as detailed in Section 19.1 of the trust deed, the Trustee shall be given

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Advance notice to the Company of his intention to receive an expert opinion.

18.5. VAT, if applicable, will be added to the payments due to the Trustee according to the provisions of this Section 18 and will be paid by the Company.

18.6. The aforementioned amounts are linked to the Consumer Price Index known at the date of the issuance of the BONDS, but in any case, an amount lower than the amount stated in this Deed shall not be paid.

18.7. In the event that the Trustee's term of office has expired, as stated in Section 25 below, the Trustee shall not be entitled to the payment of a fee starting from the date of the commencement of the alternate Trustee's term. In a case where the Trustee's term expired during the trust year, the fee paid for the months in which the Trustee did not serve as Trustee for the BONDS will be returned (the foregoing shall not apply to the first trust year). The Company shall bear any payment and/or expense involved with the BONDS, from their issuance until their final redemption. These expenses include, among others, the fees of service providers such as lawyers, underwriters, Trustee, economic consultants, etc., to the extent they were hired, taxes, and fees that are not imposed on a BONDS holder by law or the provisions of this Deed.

18.8. The Company shall bear all the payments detailed in this Section above. However, if the Trustee's term of office ended according to Section 35B(A1) or 35ID(D) of the Securities Law, the holders of the BONDS (Series XVIII) shall bear the difference by which the fee of the Trustee appointed as stated exceeded the fee paid to the Trustee in whose place he was appointed, if such difference is unreasonable; to the extent that provisions are set by virtue of Section 35E1 of the Securities Law regarding an unreasonable difference, those same provisions shall apply to the contents of this section.

The holders' bearing of such difference shall be carried out by offsetting the relative portion of the difference from any payment the Company makes to the holders of the BONDS (Series XVIII) in accordance with the terms of the Trust Deed, and its transfer by the Company directly to the Trustee.

Special Powers

19.1. The Trustee may, within the framework of performing the trust matters according to the Trust Deed, order and act according to the written opinion and/or written advice of any lawyer, accountant/accountants, appraiser, assessor, surveyor, broker, or other expert, whether such opinion and/or advice was prepared at the Trustee's request and/or at the Company's request, and the Trustee shall not be responsible for any loss or damage caused as a result of any act and/or omission done by him based on such advice or opinion, unless it was determined in a final judgment that the Trustee acted with negligence or malice. The Company undertakes to bear the full reasonable cost involved in employing any such expert who will be appointed by the Trustee, provided that as far as possible and provided there is no prejudice to the rights of the holders, the Trustee shall give the Company advance notice of his intention to receive an opinion or advice from such an expert, along with details of the required fee and the purpose of the opinion or advice, and that the said fee does not exceed the limits of what is reasonable and customary.

19.2.

Any such advice and/or opinion can be given, sent, or received by letter, telegram, facsimile, email, and/or any other electronic means for information transfer, and the Trustee shall not be responsible for actions he took or refrained from taking based on advice and/or an opinion or information transmitted in one of the ways mentioned above, even if errors occurred in it and/or it was not authentic, unless these errors could have been discovered in a reasonable examination.

19.3. Any such advice or opinion can be given in writing or orally.

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

19.5. Subject to any law, the Trustee shall not be obliged to notify any party of the signing of this Deed and is not permitted to intervene in any form in the management of the Company's business or affairs. Nothing in this section shall limit the Trustee in actions he must perform in accordance with the Trust Deed.

19.6. Subject to any law, the Trustee shall use in the trust the powers, authorizations, and authorities granted to him under this Deed, at his absolute discretion, but with reasonable caution, and shall not be responsible for any damage caused due to an error in judgment as mentioned, unless it was determined in a final judgment that the Trustee acted with negligence or behaved in bad faith.

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or with malice.

The Trustee's Authority to Employ Agents

The Trustee shall be entitled to appoint agent(s) who will act in his place, whether a lawyer or another person, to perform or participate in performing special actions that must be done in connection with the trust and to pay a reasonable fee to any such agent, and without derogating from the generality of the above, taking legal proceedings or representation in merger or split proceedings of the Company. The Company shall be entitled to object to such an appointment in a case where the agent is in a conflict of interest and/or is a competitor, whether directly or indirectly, of the Company's business, within two business days by written notice sent to the Trustee accompanied by reasonable arguments. The Company's objection to appointing an agent not in good faith shall constitute a fundamental breach of the Trust Deed. It is clarified that the appointment of such an agent does not derogate from the Trustee's responsibility for his actions and the actions of his agents. The Company undertakes to bear the full reasonable cost involved in employing any such agent who will be appointed by the Trustee, provided that as far as possible and provided that this will not prejudice the rights of the holders, the Trustee shall give the Company advance notice of his intention to appoint such an agent as mentioned above, accompanied by details of the required fee. It will be clarified that the Company's objection to the appointment of a specific agent appointed in a meeting of holders shall not delay the start of the agent's employment to the extent that the delay may harm the rights of the holders. Nothing in this section shall prevent the Company's right to turn to the relevant instances to cancel and/or challenge the decision regarding the appointment of such an agent.

Indemnification of the Trustee

21.1

The Company and the holders of the BONDS (on the relevant Record Date as stated in Section 21.7 of the Trust Deed, each for his obligation as stated in Section 21 of the Trust Deed), hereby undertake to indemnify the Trustee and all its officers, its employees, an agent, or an expert whom the Trustee will appoint and/or who will be appointed by the Trustee according to the provisions of this Trust Deed and/or according to a resolution passed in a meeting of BONDS holders according to the provisions of this Trust Deed (hereinafter all or some of them, together and/or separately: "Those Entitled to Indemnification"):

21.1.1. For any reasonable expense, damage, and/or loss and/or financial liability according to a judgment (for which no stay of execution was granted) or an arbitrator's award or according to a settlement that was concluded (and as far as the settlement concerns the Company, the Company's prior consent to the settlement was given) and/or a claim and/or threat of filing a claim, the cause of any of which is related to actions performed by those entitled to indemnification or which they refrained from performing, the cause of which is related to actions performed by those entitled to indemnification or which they must perform by virtue of the provisions of this Deed and/or by law and/or a directive of a competent authority and/or any law and/or according to the demand of the BONDS holders and/or according to the demand of the Company and/or their role by virtue of this Deed; and also

21.1.2. For a fee due to those entitled to indemnification and reasonable expenses they incurred and/or are about to incur, including during the execution of the trust or in connection with such actions, which in their opinion were necessary for the aforementioned execution and/or in connection with the use of the powers and authorizations granted by virtue of this Deed and also in connection with all kinds of legal proceedings, opinions of lawyers and other experts, negotiations, discussions, expenses, insolvency proceedings, collection proceedings, debt arrangements, assessment of the debt situation, claims and threats of filing claims and demands regarding any matter and/or thing done and/or not done in any way in relation to the subject and/or their role by virtue of this Deed.

And all on condition that:

21.1.2.1. Those entitled to indemnification shall not demand advance indemnification in a matter that cannot be delayed, and this without prejudice to their right to demand retroactive indemnification, if and to the extent such a right arises for them;

21.1.2.2. It was not determined in a final judicial decision that those entitled to indemnification acted in bad faith and that the action was performed by them not within the framework of fulfilling their role, not in accordance with the provisions of the law and/or not according to this Trust Deed;

21.1.2.3. It was not determined in a final judicial decision that those entitled to indemnification were negligent;

21.1.2.4. It was not determined in a final judicial decision that those entitled to indemnification acted with malice.

The indemnification rights under this Section 21 shall be called the "Indemnification Obligation" or the "Entitlement to Indemnification".

21.2

It is agreed that even in a case where it is claimed against those entitled to indemnification that they are not entitled to indemnification for any reason whatsoever, those entitled to indemnification shall be entitled, immediately upon their first demand, to payment of the amount due to them in respect of the indemnification obligation. In the event that it is determined in a final judicial decision that the those entitled to indemnification did not have a right to indemnification, those entitled to indemnification shall return the amounts of the indemnification obligation paid to them (to the extent paid).

21.3

Without prejudice to the rights to compensation given to the Trustee by law and subject to the content of this Deed and/or the Company's obligations under this Deed, those entitled to indemnification shall be entitled to receive indemnification from the funds received by the Trustee from the proceedings taken, regarding obligations they took upon themselves, regarding reasonable expenses they incurred during the performance of the trust or in connection with such actions, which in their opinion were necessary for the aforementioned performance and/or in connection with the use of the powers and authorizations granted by virtue of this Deed and also 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 any way in relation to the subject, and the Trustee may retain the funds in his possession and pay out of them the amounts necessary for payment of the said indemnification. All said amounts shall stand in priority over the rights of the holders of the debt certificates and subject to the provisions of any law, provided that the Trustee acted in good faith and in accordance with the duties imposed on him by any law and by this Deed. 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.

21.4

Without derogating from the validity of the 'Indemnification Obligation' in Section 21 of this Deed, whenever the Trustee is obligated according to the terms of the Trust Deed and/or by law and/or a directive of a competent authority and/or any law and/or according to the demand of the BONDS holders and/or according to the demand of the Company, and/or for the purpose of protecting the rights of the BONDS holders to perform any action, including but not limited to opening proceedings or filing claims according to the demand of the BONDS holders, as stated in this Deed, 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' ("Funding Cushion") in the required amount that will be reasonably determined by the Trustee and on condition that the Trustee has taken the necessary steps in order to collect the funds for covering the indemnification obligation from the Company, as a 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, the Trustee shall turn to the BONDS holders who held them on the Record Date (as stated in Section 21.7 of the Trust Deed), with a request that they deposit in his hands the 'Funding Cushion' amount, each his relative portion (as this term is defined below). In a case where the BONDS holders do not actually deposit the full 'Funding Cushion' amount, the Trustee shall not be under an obligation to take the relevant action or proceedings, subject to any law. Nothing in the foregoing shall exempt the Trustee from taking urgent action required to prevent material adverse damage to the rights of the BONDS holders.

The Trustee is authorized to determine the 'Funding Cushion' amount and shall be entitled to repeatedly act to create an additional cushion as stated, from time to time, in an amount to be determined by him.

21.5

'The Entitlement to Indemnification':

21.5.1.

Shall apply to the Company in any case of (1) actions performed according to 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 BONDS holders (including due to a holder's demand required for such protection as stated) 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 according to the Company's demand.

21.5.2. Shall apply to the Holders who held on the Record Date (as stated in Section 21.7 of the Trust Deed) the BONDS, in any case of: (1) the entitlement to indemnification arises due to the demand of the BONDS holders (except for an entitlement arising due to a demand of holders for the protection of the rights of the BONDS holders); and also (2) non-payment by the Company of the amount of the 'Entitlement to Indemnification' applying to it according to this Section 21.5 (subject to the provisions of Section 21.7 of the Trust Deed). It will be clarified that payment in accordance with this Section 21.5.2 does not derogate from the Company's duty to bear the indemnification obligation in accordance with the provisions of Section 21.5.1 above, provided that the Trustee turned to the Company with a demand that the said amounts be paid by it.

21.3 In any case where: (A) the Company does not pay the amounts necessary to cover the 'Indemnification Obligation' and/or does not

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deposit the 'Funding Cushion' amount, as the case may be, provided that those entitled to indemnification turned to the Company with a demand that the said amounts be paid by it; and/or (B) the indemnification duty applies to the holders by virtue of the provisions of Section 21.5.2 of the Trust Deed and/or the holders were called to deposit the 'Funding Cushion' amount according to Section 21.4 of the Trust Deed, the following provisions shall apply:

The funds will be collected as follows:

21.6.1. First - the amount will be financed out of the interest funds and to the extent they are not sufficient, also out of the principal funds that the Company must pay to the BONDS holders after the date of the required action, and the provisions of Section 8 of the Trust Deed shall apply;

21.6.2. Second - to the extent that in the Trustee's opinion the amounts deposited in the funding cushion will not be sufficient to cover the 'Indemnification Obligation', the holders who held on the Record Date (as stated in Section 21.7 of the Trust Deed) shall each deposit accordingly, for his relative portion (as this term is defined), in the hands of the Trustee the missing amount.

The amount that each holder deposits shall bear annual interest at a rate equal to the fixed interest on the BONDS (as stated in the First Schedule to this Deed) and shall be paid in priority as stated in Section 8 of the Trust Deed.

"Relative Portion" means: The relative portion of the BONDS which the holder held on the relevant Record Date as stated in Section 21.6 of the Trust Deed out of the total Par Value (1. $\nu$ ) of the BONDS in circulation at that date. It is clarified that the calculation of the relative portion shall remain fixed even if after that date a change occurs in the par value of the BONDS held by the holder.

It will be clarified that the BONDS holders who bear the responsibility for covering expenses as stated in this section above may bear expenses as stated in this section above beyond their relative portion, and in this case, the order of priority according to the contents of Section 8 of this Deed shall apply to the return of the amounts.

21.7. The Record Date for determining a holder's liability regarding the 'Indemnification Obligation' and/or in payment of the 'Funding Cushion' is as follows:

21.7.1. In any case where the 'Indemnification Obligation' and/or payment of the 'Funding Cushion' are required due to an urgent decision or action required for the purpose of preventing material adverse damage to the rights of the BONDS holders and this without a prior resolution of a meeting of BONDS holders - the Record Date for liability shall be 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.

21.7.2.

In any case where the 'Indemnification Obligation' and/or payment of the 'Funding Cushion' are required according to a resolution of a meeting of BONDS holders - the Record Date for liability shall be the record date for participation in the meeting (as this date was set in the invitation notice) and shall also apply to a holder who was not present or did not participate in the meeting.

To the extent that the amounts to be paid to the Trustee should have been paid by the Company, receiving the payments from the holders shall not derogate from the Company's duty to pay them, and the Trustee shall act reasonably to obtain the amounts from the Company, as detailed in this Section 21. It is clarified that no obligation shall apply to the Trustee to take legal proceedings to collect these indemnification amounts.

22. Notices

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

22.1. Notices on behalf of the Company and/or on behalf of the Trustee to the BONDS holders shall be given by means of an immediate report on the MAGNA system of the Securities Authority, and a report published as stated shall be considered as if it were delivered to the BONDS holders on the day of its publication. The Trustee may instruct the Company and the Company shall be obliged to report immediately on the MAGNA system on behalf of the Trustee any report in its wording as transferred in writing by the Trustee to the Company, within two trading days of its transfer to the Company, and the report will be published in accordance with the provisions of any law. A report published as stated shall be considered as if it were delivered

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to the BONDS holders on the day of its publication.

22.2 In the event that the Company ceases to report in accordance with Chapter J of the Securities Law, every notice from the Company and/or the Trustee to the BONDS holders shall be given by sending a notice by registered mail to each registered holder of BONDS according to their last address recorded in the BONDS holders' register (and in the case of joint holders - to the joint holder whose name appears first in the register), and to every non-registered holder - by publishing an announcement in two daily newspapers common in Israel in the Hebrew language. Any notice sent as stated shall be deemed to have been delivered to the BONDS holders after 10 business days from the date of its delivery by mail and shall be simultaneously transferred by email to the Trustee, and every notice published in daily newspapers as stated shall be deemed to have been delivered to the BONDS holders on the day of its publication as stated.

22.3 In cases requiring this by law only, in addition to the publication of an immediate report as stated above, the Company and/or the Trustee, as the case may be, shall publish an announcement in two daily newspapers common in Israel in the Hebrew language. Any notice published as stated shall be deemed to have been delivered to the BONDS holder on the day of its publication as stated.

22.4 Any notice or demand from the Trustee to the Company or from it to the Trustee may be given by a letter sent by registered mail or by courier or by fax or by email, according to the address specified in the Trust Deed or, according to the addresses that any party notifies the other, and any such notice or demand sent by registered mail shall be deemed to have been received by the party to whom the notice was sent after three business days from the date of its delivery by mail. Any notice or demand sent by courier shall be deemed to have been received by the Trustee on the first business day following the date of its delivery to the Trustee. Any notice or demand sent by fax and/or email (with the addition of telephone verification regarding its receipt) shall be deemed to have been received by the party to whom it was sent on the first business day following the date of telephone verification. Email will be confirmed by a return reply, however, an automatic return message will not be considered a confirmation.

22.5 Copies of notices and invitations given by the Company to the BONDS holders shall also be sent by it to the Trustee. Copies of notices and invitations given by the Trustee to the BONDS holders shall also be sent by it to the Company as long as this does not harm the rights of the BONDS holders.

Changes in the Trust Deed, Waiver and Settlement

23.1 Subject to the provisions of the Securities Law and the regulations established under it and subject to the provisions of any law including, in accordance with the Insolvency Law, the Trustee shall be entitled from time to time and at any time, if convinced that there is no harm to the rights of the BONDS holders, to waive any breach and/or non-fulfillment of any condition of the terms of the BONDS or the Trust Deed by the Company that do not refer to the repayment terms of the BONDS (including repayment dates and interest payments and the interest rate, including late interest), to the grounds for immediate repayment, the financial covenants in this deed, the distribution restrictions, the interest adjustment in case of a rating downgrade, the interest adjustment in case of non-compliance with financial covenants, the restrictions regarding series expansion, the negative pledge provisions, the provisions of section 4.5 above, the issuance of additional series as detailed in section 2.62.5 above, late interest as detailed in section 7.4 of the First Schedule to the Trust Deed, as well as the reports that the Company must provide to the Trustee.

23.2 Subject to the provisions of the Securities Law and the regulations established under it and subject to the provisions of any law, including in accordance with the Insolvency Law, and with prior approval by a special resolution, the Trustee shall be entitled, whether before or after the principal of the BONDS stands for repayment, to settle with the Company regarding any right or claim of the BONDS holders or any of them and to agree with the Company on any arrangement of their rights, including waiving any right or claim of the BONDS holders against the Company.

23.3 Subject to the provisions of the Securities Law and the regulations established under it and subject to the provisions of any law, the Company and the Trustee are entitled, whether before or after the principal of the

BONDS stands for repayment, to change the Trust Deed and/or the terms of the BONDS if one of the following is met:

23.3.1 The Trustee is convinced that the change does not harm the BONDS holders. The provisions of this paragraph shall not apply regarding a change concerning payments (including principal repayment dates and/or interest payments and the interest rate) under the BONDS (Series 18), the grounds for immediate repayment, the financial covenants

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in this deed, the distribution restrictions, the interest adjustment in case of a rating downgrade, the interest adjustment in case of non-compliance with financial covenants, the restrictions regarding series expansion, the negative pledge provisions, the provisions of section 4.5 above, the issuance of additional series as detailed in section 2.62.5 above, late interest as detailed in section 7.4 of the First Schedule to the Trust Deed, reports that the Company must provide to the Trustee, as well as regarding a change of the identity of the Trustee or its fee in the Trust Deed for the purpose of appointing a trustee instead of a trustee whose term has ended.

23.3.2. The proposed change was approved by a special resolution.

23.4. The Company shall provide the BONDS holders with a notice via an immediate report to be published on the Securities Authority's website (MAGNA) regarding any such change according to section 23.1 or 23.3.1 above, as soon as possible before its execution.

23.5. In any case of using the Trustee's right under this section, the Trustee shall be entitled to demand from the BONDS holders to deliver to it or to the Company the BONDS certificates, for the purpose of recording a note therein regarding any such settlement, waiver, change or amendment and upon the Trustee's demand the Company shall record such a note. In any case of using the Trustee's right under this section, it shall notify the BONDS holders in writing within a reasonable time.

The Company shall hold and manage at its registered office a register of BONDS holders in accordance with the provisions of the Securities Law, which shall be open for inspection by any person.

Expiration of the Trustee's Term and Appointment of a New Trustee

25.1. The appointment of the Trustee, its replacement, its term (including expiration of its term), its resignation and its dismissal shall be subject to the provisions of the Securities Law.

25.2. Every new trustee shall have the same powers, authorities, duties and other authorizations as the Trustee whose term has expired, and it shall act in accordance with the provisions of this deed, for all intents and purposes as if it were appointed as the Trustee for the BONDS from the outset.

25.3.

The Trustee undertakes to act in cooperation with the Company and the alternate trustee for the purpose of transferring the trust funds, its assets and rights (as far as they are in its hands) to the alternate trustee upon the end of its term (including expiration). It is clarified that the end of the Trustee's term does not derogate from rights, claims or arguments that the Company and/or the BONDS holders may have against the Trustee, if any, whose cause precedes the date of the end of its term as Trustee, and this does not release the Trustee from any liability under any law, and that the end of the Trustee's term does not derogate from rights, claims or arguments that the Trustee may have against the Company and/or the BONDS holders, if any, whose cause precedes and/or results from a claim whose cause precedes the date of the end of its term as Trustee, and this does not release the Company and/or the BONDS holders from any liability under any law.

25.4. The Trustee shall be entitled to resign from its position at any time it wishes after giving written notice to the Company, in which the reasons for the resignation will be detailed. The Trustee's resignation is not valid unless it is given court approval, and from the day set for this in such court approval.

25.5. The Securities Authority may apply to the court with a request to terminate the Trustee's term, according to section 35N of the Securities Law or any other provision that replaces it.

25.6. The Company shall notify the BONDS holders of any such event as stated above regarding the Trustee's term.

25.7. In addition to the above, a decision on the removal of the Trustee from office shall be made at an assembly of BONDS holders in which holders of at least fifty percent of the outstanding balance of the par value of the BONDS were present, or a deferred assembly of holders in which holders of at least ten percent of the balance as stated were present, as the case may be, by a majority of at least 75% of all the votes of the BONDS holders who participated in the vote.

25.8. If the Trustee's term expires, the court may appoint another trustee, who shall be a company registered in Israel whose main business is performing trusts and who meets the necessary eligibility conditions according to the law, for a period and under conditions that the court sees fit. The Trustee whose term expired shall continue to serve in its position until the appointment of another trustee.

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25.9 The Company shall publish an immediate report in any case of resignation of the Trustee and/or appointment of another trustee.

Trustee's Liability

26.1 Notwithstanding anything stated in any law and anywhere in the Trust Deed, as long as the Trustee acted for the purpose of fulfilling its role in good faith and within a reasonable time and also clarified the facts that a reasonable trustee would clarify under the circumstances, it shall not be responsible for damage caused, unless the plaintiff proves that the Trustee acted with gross negligence. It is clarified that if a contradiction arises between the provision of this section and another provision in the Trust Deed, the provision of this section shall prevail.

26.2 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 due to the execution of the action as stated.

Meetings of the Holders

Meetings of the holders will be conducted as stated in the Second Schedule to this deed.

28. Reporting to the Trustee

The Company shall provide the Trustee, as long as all BONDS have not been fully repaid:

28.1 Financial statements of the Company for the fiscal year that ended on December 31 of the previous year, immediately after their publication by the Company at the times set in the Securities Law and this also in the event that the Company ceases to be a reporting corporation.

28.2 Every interim financial statement of the Company, immediately after its publication by the Company, together with an accountant's review report regarding the same financial statement at the times set in the Securities Law and this also in the event that the Company ceases to be a reporting corporation.

28.3 A certificate from the Company's accountant and/or the senior officer in the finance field in the Company (and in the event that a senior officer in the finance field does not serve at the same time, then a certificate from the Company's CEO or their substitute can also be given) regarding the execution of the interest and/or principal payment and its timing to the BONDS holders and the outstanding balance of the par value of the BONDS in circulation, within 7 days after the Trustee requests such a certificate in writing from the Company.

28.4 No later than 10 business days after the publication of the Company's annual financial statements, and as long as this deed is in effect, the Company shall provide the Trustee with a written certificate from the Company, stating that 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 of providing the certificate, there is no fundamental breach by the Company of this deed and the terms of the BONDS, unless explicitly stated otherwise therein.

28.5 Within 10 business days from the date of publication of the quarterly and/or annual financial reports of the Company, a certificate in a form to the satisfaction of the Trustee from the auditing accountant of the Company and from the senior officer in the field of finance in the Company according to which the Company meets each of the financial covenants detailed in section 4.4 of this deed together with a detailed calculation of the said covenants and also a certificate that during the relevant quarter owner loans were not repaid or alternatively and as far as they were repaid, the Company met the conditions set in section 4.3 above.

28.6 At least two (2) days after the authorized body's declaration of distribution and before the actual distribution, the Company shall provide the Trustee: (1) a certificate from the senior officer in the field of finance in the Company in a form to the Trustee's satisfaction in which the following subjects will be confirmed: a. that the execution of the distribution decided upon by the Company meets the restrictions detailed in sections 4.3.1, 4.3.2, 4.3.6 and 4.3.7 of this deed; b. that at the time of the distribution execution, the Company meets all its material obligations under this Trust Deed and is not in material breach of any of the provisions of this deed or any of the terms of the BONDS; c. the distribution does not harm the Company's ability to repay its obligations under the BONDS, and also - (2) certificates signed by the senior officer in the field of finance and by the Company's auditing accountant that the execution of the distribution decided upon by the Company meets the restrictions detailed in sections 4.3.3 to 4.3.5 of this deed, including detailing the relevant calculations. It is clarified that the Trustee's receipt of the certificates does not constitute an approval of the data on which the certificates are based as stated.

28.7 A copy of any document or any information that the Company transfers to its shareholders or to the BONDS holders, including

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any report submitted by law to the Securities Authority for the purpose of its publication to the public (immediate reports), immediately upon its publication. An immediate report in the MAGNA system of the Securities Authority, regarding sections 28.1 and 28.2, shall be deemed to have been delivered to the Trustee. At the Trustee's request, the Company shall provide the Trustee with a printed copy of the report or information as stated.

28.8 To notify the Trustee of any change in its name or address in writing no later than one business day from the date of the change.

28.9 The Company shall provide the Trustee with a written notice in the event that the Company becomes aware of a breach of a material provision of the provisions of the Trust Deed, immediately.

28.10 To provide the Trustee with a copy, certified as a true copy, of the BONDS certificate no later than the end of 15 days from the date of the issuance of the BONDS under the shelf offering report and/or from the date of series expansion.

28.11 No later than 10 business days from the publication of an annual financial report, the Company shall transfer a certificate to the Trustee in a form to its satisfaction, signed in original by a senior officer in the field of finance, that it does not violate the provisions of section 5.2 and section 5.3 of the Trust Deed together with printouts from the Registrar of Companies and the Registrar of Pledges and shall also state this in the board of directors report or the financial report that the Company will publish until the full repayment of the BONDS.

28.12 If the Company ceases to be a reporting corporation, as this term is defined in the Securities Law, the Company shall provide to the BONDS holders (Series 18) through the Trustee the reports as required from a non-reporting corporation in accordance with the requirements enumerated in the Regulation Codex - Principles for Business Management, Gate 5, Part 2 - Capital Measurement and Risk Management, Chapter 4 - Investment Asset Management, published by the Capital Market, Insurance and Savings Department at the Ministry of Finance and starting on May 1, 2014, as updated from time to time and at the times set therein, signed by the senior officer in the field of finance and the CEO of the Company.

29. Reports on Trust Matters

29.1 If the Trustee became aware of a material breach of the Trust Deed by the Company, based on public publications of the Company or based on a notice from the Company to the Trustee, it shall notify the BONDS holders (Series 18) of the breach and the steps it took to prevent it or to fulfill the Company's obligations, as the case may be. This obligation shall not apply if it is an event published by the Company under the law. This obligation of the Trustee is subject to its actual knowledge regarding the breach as stated.

29.2 The Trustee shall prepare by the end of the second quarter of each calendar year an annual report on trust matters for the previous calendar year ("the Annual Report").

29.3 The Annual Report will include a detailing of the following subjects and any other subject required according to any law:

29.3.1. Current detail on the course of trust matters in the past year.

29.3.2. Reporting on unusual events in connection with the trust that occurred during the past year.

29.3.3. The Trustee will publish (itself or through the Company at the Trustee's request) the Annual Report in the MAGNA system.

29.4

According to a demand from holders of more than 5% (five percent) of the outstanding balance of the par value of the BONDS, the Trustee shall transfer to the BONDS holders data and details about its expenses in connection with the trust for the BONDS.

29.5

The Trustee will provide a report regarding actions it performed according to the provisions of Chapter E2 of the Securities Law, upon a reasonable demand from holders of at least ten percent (10%) of the outstanding balance of the par value of the BONDS, within a reasonable time from the date of the demand, and all subject to the confidentiality obligation the Trustee owes to the Company as stated in section 35J(D) of the Securities Law.

29.6

As of the date of signing this deed, the Trustee declares that it is insured with professional liability insurance in the amount of 10 million US dollars² for a period ("the Coverage Amount"). In the event that before the full repayment of the BONDS the Coverage Amount is reduced from a total of 8 million US dollars³ for any reason, then the Trustee will update the Company no later than 7

2 As of the date of the insurance policy renewal.

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

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business days from the day on which the said reduction was made known by the insurer in order to publish an immediate report on the matter. The provisions of this section shall apply until the entry into force of regulations under the Securities Law which will regulate the insurance coverage obligation of the Trustee. After the entry into force of such regulations, the Trustee shall be required to update the Company only in the event that the Trustee does not meet the requirements of the regulations.

30. Presentation of Bond to the Trustee and Registration in Connection with Partial Payment

30.1. The Trustee shall be entitled to demand from a bondholder to present to the Trustee, at the time of any interest payment or partial principal payment, interest according to sections 8, 9, and 10 above, the certificate of the BONDS for which the payments are being made.

30.2. The Trustee shall be entitled to record on the BONDS certificate a note regarding the amounts paid as stated above and the date of their payment.

30.3. The Trustee shall be entitled in any special case, at its discretion, to waive the presentation of the BONDS certificate after it has been given by the bondholder a letter of indemnity and/or sufficient security to its satisfaction for damages that may be caused due to the non-recording of the note as stated, all as it sees fit.

30.4. Notwithstanding the above, the Trustee shall be entitled at its discretion to maintain records in another manner, regarding such partial payments.

31. Governing Law and Jurisdiction

The law applicable to this trust deed, and its appendices, is Israeli law only. In any matter not mentioned in this deed and in any case of contradiction between the provisions of the law which cannot be stipulated against and this deed, the parties shall act in accordance with the provisions of Israeli law that cannot be stipulated against. In any case of contradiction between the provisions described in the prospectus and/or the shelf offering report in connection with this trust deed and its accompanying documents, the provisions of this deed shall prevail, subject to the TASE Regulations and guidelines thereunder, as they may be from time to time. The Company declares that as of the date of signing the trust deed (Series 18), no such contradictions exist. The courts in the city of Tel Aviv-Jaffa shall have exclusive and sole jurisdiction in any dispute relating to this trust deed.

32. Addresses

The addresses of the parties shall be as specified in the preamble to this deed, or any other address for which appropriate written notice has been given to the other party.

33. Authorization for MAGNA

The Trustee authorizes by its signature on this deed each of the authorized signatories of the Company to report in its name in the MAGNA system on its engagement in this deed and its signature on it.

In witness whereof the parties have signed:

Reznik Paz Nevo Trusts Ltd.

Oil Refineries Ltd.

I the undersigned [...], Adv., confirm that this trust deed was signed by Mr./Ms. [__] and their signature binds Oil Refineries Ltd. in connection with this trust deed.

[...], Adv.

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I the undersigned, [_], Adv., confirm that this trust deed was signed by [_], and his/her signature along with the Company's stamp or its printed name binds Reznik Paz Nevo Trusts Ltd. in connection with this trust deed.

[_], Adv.

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The First Schedule to the Trust Deed

Oil Refineries Ltd.

Bond (Series 18) ("the Bond")

Registered Bond

Number: __.

Par value of this certificate: __ NIS.

Annual interest rate: 5.5%

This bond testifies that Oil Refineries Ltd. ("the Company") shall pay to Mizrahi Tefahot Registration Company Ltd. and to whoever is the registered holder of the bond on the record date for principal and/or interest payments, all subject to the conditions listed on the overleaf and the trust deed.
The BONDS shall be linked (principal and interest) to the representative rate of the Dollar, as detailed in section 2.4 of the trust deed.
This bond is issued as part of a series of BONDS with identical conditions to the conditions of this bond ("the Series of BONDS"), issued in accordance with the trust deed ("the Trust Deed") dated [...], which was signed between the Company on one side and Reznik Paz Nevo Trusts Ltd. ("the Trustee"). It is clarified that the provisions of the trust deed shall constitute an integral part of the provisions of this bond, and shall bind the Company and the holders of the BONDS included in the aforementioned series. As of the date of the initial allocation of the BONDS (Series 18), the BONDS (Series 18) are not secured by any pledge. All BONDS of the aforementioned series shall rank equally among themselves (pari-passu), without any preferred right for one over another.
This bond is issued subject to the conditions listed on the overleaf and in the trust deed, which constitute an integral part of the bond.

Signed with the Company's stamp impressed on day

Oil Refineries Ltd.

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The Conditions Registered on the Overleaf

5. General

5.1 In this bond, the following expressions shall have the meanings specified next to them below, unless expressly stated otherwise:

"Shelf Offering Report" or "the Offering Report"

A shelf offering report of the BONDS (Series 18), which shall be made in accordance with the provisions of section 23A(f) of the Securities Law, 1968 ("the Securities Law"), and in which the specific details for that offering will be completed, in accordance with the provisions of any law, in accordance with the TASE Regulations and guidelines, as they shall be at that time and also in accordance with and subject to the provisions of the trust deed.

"The First Offering Report"

The shelf offering report under which the BONDS (Series 18) will be first issued.

"Financial Statements" or "Financial Report"

Consolidated financial statements of the Company, reviewed or audited, as the case may be.

"Dollar"

The Dollar currency, which serves as the legal currency in the USA.

"The Trustee"

Reznik Paz Nevo Trusts Ltd., and/or anyone who shall serve from time to time as the trustee for the holders of the BONDS under the trust deed.

"Business Day" or "Banking Business Day"

Any day on which most banks in Israel are open for conducting transactions.

"Principal"

The total par value of the BONDS (Series 18).

"Special Resolution"

As defined in the trust deed.

"The Base Rate"

The known rate as it shall be at the end of the foreign currency trading day on the day the institutional tender was conducted to receive offers from classified investors to purchase the BONDS (Series 18), which will be detailed in the first offering report of the BONDS (Series 18).

"The Representative Rate"

The bank of Israel interest representative rate of the Dollar as determined by the Bank of Israel or any other official exchange rate that will replace it, if there be such, provided that during a period when the Bank of Israel does not customarily determine representative rates, the rate that the Governor of the Bank of Israel shall determine for the purpose of linkage to the dollar of bonds issued by the State, and if the Governor of the Bank of Israel does not determine such a rate for any date before which the exchange rate must be determined, the average exchange rate shall take its place and if there is none, then the representative rate shall be determined by the Trustee in consultation with economic experts chosen by it.

"The Known Rate"

On any date – the last representative rate of the Dollar determined by the Bank of Israel before that date. However, during a period when the Bank of Israel does not customarily determine a representative rate, the known rate on any date shall be the rate last determined before that date by the Minister of Finance together with the Governor of the Bank of Israel for government bonds linked to the Dollar rate and in the absence of such a rate as determined by the Trustee.

"Registration Company"

Mizrahi Tefahot Registration Company Ltd. and/or any registration company with which the Company engages, provided that all the securities of the Company shall be registered in the name of that registration company.

"BONDS" or "Series of BONDS" or "BONDS (Series 18)"

BONDS (Series 18), registered, with a par value of 1 NIS each, whose terms are in accordance with the bond certificate and the trust deed, to be offered in accordance with the shelf prospectus by means of a shelf offering report;

"Holder of the Bond"

As the meaning of the term holder of certificates of commitment in the Securities Law

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(Series XVIII)" or "Holder"

"Trading Day"

"Stock Exchange Clearing House"

"Payment Rate"

"The Prospectus" or "The Shelf Prospectus"

Law.

Day on which transactions are carried out on the Stock Exchange.

The Tel Aviv Stock Exchange Clearing House Ltd.

The known rate on the third business day before the actual payment date.

Shelf prospectus of the Company dated November 12, 2024.

Any other term or expression in this bond shall have the meaning given to it in the Trust Deed unless explicitly stated otherwise below.

The terms of the BONDS (the terms listed overleaf) 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 expressly 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.

6. Principal of the BONDS (Series XVIII)

The principal of the BONDS (Series XVIII) will be repaid in 14 unequal semi-annual installments, which shall be paid on March 25 and September 25 of each of the years 2030 to 2036 (inclusive), where in each of the first through fourth repayments (inclusive) 5% of the principal will be repaid, in the fifth through eighth (inclusive) 6% of the principal will be repaid, in the ninth and tenth (inclusive) 8% of the principal will be repaid, and in the eleventh through the fourteenth (inclusive) and final repayment 10% of the principal will be repaid. The principal of the BONDS (Series XVIII) shall be linked to the representative rate according to the following linkage terms: if it appears that the Payment Rate of a payment on account of the principal of the BONDS (Series XVIII) is higher than the Basic Rate, then the Company shall pay that principal payment as it is increased proportionally to the rate of increase of the Payment Rate compared to the Basic Rate. In a case where the Payment Rate is lower than the Basic Rate, then the Company shall pay that principal payment as it is decreased proportionally to the rate of decrease of the Payment Rate compared to the Basic Rate. In a case where the Payment Rate is equal to the Basic Rate, then the Payment Rate shall be the Basic Rate. The linkage method of the principal shall not be changed during the period of the BONDS.

7. Interest of the BONDS (Series XVIII)

7.1 The interest on the outstanding balance, as it shall be from time to time, of the principal of the BONDS (Series XVIII), shall be paid twice a year, on March 25 of each of the years 2027 to 2036 (inclusive) and on September 25 of each of the years 2026 to 2036 (inclusive), in such a way that the first interest payment will be paid on September 25, 2026 and the final payment will be paid together with the final principal repayment on September 25, 2036. The interest on the BONDS (Series XVIII) shall be linked to the representative rate according to the following linkage terms: if it appears that the Payment Rate of a payment on account of the interest of the BONDS (Series XVIII) is higher than the Basic Rate, then the Company shall pay that interest payment as it is increased proportionally to the rate of increase of the Payment Rate compared to the Basic Rate. In a case where the Payment Rate is lower than the Basic Rate, then the Company shall pay that interest payment as it is decreased proportionally to the rate of decrease of the Payment Rate compared to the Basic Rate. In a case where the Payment Rate is equal to the Basic Rate, then the Payment Rate shall be the Basic Rate. The linkage method of the interest shall not be changed during the period of the BONDS.

7.2 The outstanding balance of the principal of the BONDS (Series XVIII) shall bear a fixed annual interest at a rate of 5.5% ("the Base Interest"), subject to interest adjustment mechanisms in the case of changes in the rating of the BONDS and in the case of non-compliance with financial covenants, as detailed in sections 7.5 and 7.6 respectively below.

7.3 Interest payments shall be paid for the period of six months ending on the day preceding the relevant interest payment date ("the Interest Period"), except for the first interest payment which will be made on September 25, 2026, which will be paid for the period beginning on the settlement date (i.e., on the date on which the security subscriber was charged for the issuance proceeds) and ending the day before the said payment date, i.e., on September 24, 2026, for which the interest will be calculated based on the number of days in the said period and based on 365 days per year. The Company will also publish the first Interest Period in the report on the results of the issuance. Every additional Interest Period of BONDS (Series XVIII) shall begin on the first day after the end of the Interest Period immediately preceding it, and shall end at the end of the

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Interest period (i.e.: on the payment date immediately following its commencement date) and the interest for it shall be at the rate of the Base Interest rate divided by 2, without linkage.

7.4. Every payment on account of principal and/or interest, which is paid with a delay exceeding 7 business days from the date set for its payment according to this bond, and this for reasons dependent on the Company, shall bear default interest from the date set for its payment until its actual payment date. For this matter, default interest means annual interest (including adjustments, as they may apply, in accordance with the provisions of sections 7.5 and 7.6 below) plus 3.5%. In a case where default interest is paid, the Company shall publish an immediate report at least two trading days before such payment in which it will announce its rate and payment date of the default interest and the interest rate that will be paid in practice.

7.5. Adjustment mechanism for change in interest rate as a result of a rating change

The interest rate that the BONDS shall bear will be adjusted for a change in the rating of the BONDS as detailed below:

7.5.1. Insofar as the rating of the BONDS (Series XVIII) by the rating agency Standard and Poor's Maalot (hereinafter in this section 7.5: "Maalot") or any other rating agency that comes in its place (hereinafter in this section 11.6 and 7.5.7: "the Rating Agency") (in case of replacing a rating agency, the Company shall transfer to the Trustee a comparison between the rating scale of the replaced rating agency and the rating scale of the new rating agency) is updated during any Interest Period, such that the rating determined for the BONDS (Series XVIII) is lower by two notches or more ("the Reduced Rating") than the ilA+ rating ("the Base Rating") of Maalot (or a rating equivalent to it which comes in its place and which is determined by another rating agency, insofar as it comes in place of Maalot), the annual interest rate that the outstanding balance of the principal of the BONDS (Series XVIII) shall bear will increase by the rate detailed below (hereinafter in this section 7.5: "the Additional Interest Rate"), above the Base Interest rate or above the interest rate on the outstanding balance of the BONDS (Series XVIII) as it was before the rating reduction, in a case where the interest rate has already increased previously in accordance with the provisions of this section 7.5 or section 7.6 of this supplement, whichever is higher, and this for the period starting at the beginning of the next Interest Period and until full repayment of the outstanding balance of the principal of the BONDS (Series XVIII) or until the date on which the interest is reduced due to an update of the rating upwards as detailed in section 7.5.5 below, whichever is earlier. For this matter, the Additional Interest Rate (beyond the Base Interest) that the outstanding balance of the principal of the BONDS (Series XVIII) shall bear will be: (a) if the Reduced Rating is lower by two notches than the Base Rating, the interest rate will increase by 0.5%; (b) if the Reduced Rating is lower by three notches than the Base Rating, the interest rate will increase by 0.75%; and (c) if the Reduced Rating is lower by four notches than the Base Rating, the interest rate will increase by 1%.

For the removal of doubt, it is clarified that in no case (except due to the addition of default interest as mentioned in section 7.4 above, and except for a case where the events detailed in section 7.6.1 apply to the BONDS) shall the Additional Interest Rate exceed 1%.

7.5.2. If the interest rate is updated as mentioned above, the change will apply for the period starting from the beginning of the next Interest Period after the Interest Period in which the rating change occurred and until full repayment of the outstanding balance of the principal of the BONDS (Series XVIII), or as detailed in section 7.5.5 below. It is clarified that if the BONDS are rated by more than one rating agency, the rating of the BONDS for the purpose of this section will be determined according to the lower rating.

7.5.3. No later than the end of one business day from receiving the notification from the rating agency regarding the downgrade of the BONDS (Series XVIII) to the Reduced Rating as defined in sub-section 7.5.1 above or a lower rating, the Company shall publish an immediate report, in which the Company will specify: (a) the fact of the downgrade, the Reduced Rating or the lower rating, the rating report and the commencement date of the rating of the BONDS (Series XVIII) at the Reduced Rating (hereinafter in this section 7.5: "the Downgrade Date"); (b) the annual interest rate and the semi-annual interest rate (which shall be calculated as the annual interest divided by two (2)) for future periods.

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7.5.4 In case of an update of the rating of the BONDS (Series XVIII) by the Rating Agency, in a manner that will affect the interest rate that the BONDS (Series XVIII) will bear as mentioned in section 7.5.1 above, the Company will notify the Trustee of this in writing within two business days from the date of publication of the immediate report as mentioned. The publication of an immediate report on this matter shall be considered as delivery to the Trustee.

7.5.5 It will be clarified that in a case where after the rating downgrade in a manner that affected the interest rate that the BONDS (Series XVIII) will bear as mentioned above in section 7.5.1, the Rating Agency updates the rating of the BONDS (Series XVIII) upwards, to a rating equal to or higher than the Base Rating or to a rating in which the Additional Interest Rate is lower, as detailed above (hereinafter in this section 7.5: "the Higher Rating"), then the interest rate paid by the Company to the holders of the BONDS (Series XVIII) shall decrease, on the relevant interest payment date, and this for the period starting from the beginning of the next Interest Period, such that the interest rate that the outstanding balance of the principal of the BONDS (Series XVIII) will bear will be the annual interest rate, without any addition or with a lower addition as mentioned above (and in any case, the annual interest rate that the BONDS will bear shall not decrease below the rate of the Base Interest) and subject to the interest addition as defined in section 7.6.1 below and to default interest, insofar as they apply. In such a case, the Company will act in accordance with the provisions of sub-sections 7.5.2-7.5.4 above, with the necessary changes resulting from the Higher Rating instead of the Reduced Rating. It is clarified that if the BONDS are rated by more than one rating agency, the rating of the BONDS for the purpose of this section will be determined according to the lower rating. It will be clarified that any rating upgrade of the BONDS beyond the Base Rating will not affect the interest that the BONDS bear.

7.5.6 Insofar as the BONDS (Series XVIII) cease to be rated for a reason dependent on the Company for a period exceeding 60 days, before their final repayment, the cessation of rating will be considered a downgrade of the rating of the BONDS (Series XVIII) to a rating for which the holders of the BONDS (Series XVIII) are entitled to the maximum Additional Interest Rate, i.e., 1%, and all on the condition that at that same date there is at least one active rating agency in Israel. If the BONDS (Series XVIII)

have not been re-rated before 60 days have passed, the Company will see the date of rating cessation as the commencement date of the Reduced Rating regarding interest payment and the provisions of sub-sections 7.5.1-7.5.5 will apply accordingly. Nothing in the above shall derogate from the provisions of section 6.1.10 of the Trust Deed. For the removal of doubt, it is clarified that if the BONDS cease to be rated, before their final repayment date, for a reason that is not dependent on the Company, this will not affect the interest rate as mentioned in sub-section 7.5.1 above and the provisions of this section 7.5.6 will in any case not apply.

7.5.7 It is clarified that the replacement of a rating agency (if and insofar as the Company decides to replace it) in itself will not affect the interest rate as mentioned in sub-section 7.5.1 above.

7.5.8 For the removal of doubt, it is clarified that a change in the rating outlook of the BONDS will not lead to a change in the interest rate that the BONDS will bear. Likewise, notwithstanding everything stated in this section above and below, a downgrade or upgrade of the rating of the BONDS, carried out as part of a rating update for all companies in Israel engaged in the Company's field of activity, as a result of a methodology change only of the rating agency, will not lead to any change in the interest rate that the BONDS will bear. It is hereby clarified that insofar as the BONDS are rated or will be rated simultaneously by more than one rating agency, then a cessation of rating by one rating agency as mentioned shall not constitute grounds for immediate repayment as mentioned in section 6.1.10 of the Trust Deed. It is also clarified that the adjustment of the interest rate in accordance with the provisions of section 7.5 will apply starting from the next Interest Period after the Interest Period in which the rating change occurred by all rating agencies. It is clarified that if the BONDS are rated by more than one rating agency, the rating of the BONDS for the purpose of this section will be determined according to the lower rating. However, it will be clarified that the replacement of the rating agency is at the sole discretion of the Company, and the mere replacement of the rating agency will not constitute a breach by the Company of the provisions of this Trust Deed and/or grounds for calling the BONDS (Series XVIII) for immediate repayment. In a case where the Company replaces a rating agency for BONDS (Series XVIII) or terminates the engagement with it (and this also in a case where the BONDS are rated by several rating agencies), the Company shall provide a written notice

40 -

of this to the Trustee and the holders of the BONDS (Series XVIII), by publishing an immediate report and will specify in its notice the reasons for the change in the identity of the rating agency, and this no later than one trading day from the date of replacement or termination of the engagement with the rating agency, as the case may be. It is clarified that nothing in the above shall derogate from the Company's right to replace a rating agency at any time, at its sole discretion and for any reason it deems fit.

7.6. Adjustment mechanism for change in interest rate as a result of non-compliance with financial covenants

Without derogating from the provisions of section 6.1.16 of the Trust Deed, the interest rate that the BONDS shall bear will be adjusted for non-compliance with one or more of the financial covenants as follows:

7.6.1 Insofar as the Company's equity is lower than 740 million US dollars or the ratio between the Company's equity plus owners' loans taken by the Company (if and insofar as there are such in the future) and the Company's total balance sheet is lower than 18.5% or the net debt divided by annual adjusted EBITDA exceeds 7.5 (as these terms are defined in section 4.4 of the Trust Deed) (hereinafter in this section 7.6: "the Covenants"), without a requirement that the non-compliance be in accordance with two financial reports as mentioned in the said section (i.e., starting from the first financial report from which it appears that a deviation from the Covenants occurred), the annual interest rate that the outstanding balance of the principal of the BONDS shall bear will increase for non-compliance with one of the Covenants by an annual rate of 0.25% above the interest rate that the BONDS bear, as it shall be at that time (hereinafter in this section 7.6: "the Interest Addition"), and this for the period starting at the date of publication of the financial reports from which the non-compliance with one or more of the financial covenants as mentioned above arises (and it will be clarified that insofar as there is non-compliance with more than one covenant, the Interest Addition will be adjusted at the Maximum Rate as defined below), and until full repayment of the outstanding balance of the principal of the BONDS or until the date on which the Company returns to compliance with all Covenants (as mentioned in section 7.6.4 below), whichever is earlier. It is clarified that the increase in the interest rate as mentioned above will be done only once for deviation from one financial covenant insofar as there is such a deviation, and the interest rate will not increase an additional time in a case where the deviation from the same financial covenant continues. It will be emphasized that in any case the Interest Addition for the deviation from the financial covenants, regardless of the number of financial covenants with which the Company does not comply at that same time, shall not exceed 0.5% ("the Maximum Rate"). Default interest, insofar as it applies, will be added to the said rate and will not be part of it.

7.6.2 No later than the end of one business day from the date of publication of financial reports for a certain period according to which the Company did not comply with the Covenants (hereinafter in this section 7.6: "the Covenant Deviation Date"), the Company shall publish an immediate report, in which the Company will specify: (a) the fact of non-compliance with the Covenants, detailing the calculation of the Covenants; (b) the interest rate for the period from the beginning of the current Interest Period until the Covenant Deviation Date (the interest rate will be calculated according to the number of days in this period divided by 365 days per year) (hereinafter in this section 7.6: "the Original Interest"); (c) the interest rate from the Covenant Deviation Date until the upcoming actual interest payment date, i.e.: the Original Interest plus the additional annual interest rate (the interest rate will be calculated according to the number of days in this period divided by 365 days per year); (d) the weighted interest rate that the Company will pay to the holders of the BONDS (Series XVIII) on the upcoming interest payment date, arising from the provisions of sub-sections (b) and (c) above; (e) the annual interest rate reflected from the weighted interest rate; (f) the annual interest rate and the semi-annual interest rate for future periods and the Company will also notify the Trustee in writing.

7.6.3 If the Covenant Deviation Date occurs during the days starting four (4) days before any record date for interest payment, and ending on the interest payment date closest to the said record date (hereinafter in this section 7.6 - "the Deferral Period"), the Company shall pay the holders of the BONDS (Series XVIII) on the upcoming interest payment date the Original Interest rate, while the addition rate

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The interest resulting from a deviation from a financial covenant during the Deferral Period shall be paid on the next interest payment date (hereinafter in this Section 7.6 - the "Next Interest Payment"), to the holders on the Record Date of the Next Interest Payment. The Company will announce in an immediate report the exact interest rate to be paid on the Next Interest Payment date.

7.6.4. Insofar as the Company returns to compliance with all financial covenants, then the interest rate addition for the deviation from the financial covenants shall be canceled, for the period beginning from the date of publication of the financial reports showing that the Company complies with all financial covenants, such that the interest rate borne by the outstanding balance of the principal of the BONDS (Series 18) will be the base interest rate (provided that no interest rate addition applies as stated in Section 7.5 above). In such a case, the Company will act in accordance with subsections 7.6.1 and 7.6.2 above, mutatis mutandis. It is clarified that if the Company returns to compliance with most of the covenants, such that it does not comply with only one covenant, then the interest rate addition will be partially canceled, so that it will stand at 0.25% for the non-compliance with the remaining covenant.

7.7. Changes in the interest rate as a result of a rating downgrade, as stated in Section 7.5 above, and/or as a result of the Company's non-compliance with financial covenants as stated in Section 7.6 above, are cumulative and independent of each other, provided that in any case the interest rate added to the base interest by virtue of Sections 7.5 and 7.6 above shall not exceed the maximum additional interest rate, which is up to 1.5%. Arrears interest, to the extent applicable, will be added to the said rate and will not constitute part of it.

8. Payment of Principal and Interest on the BONDS

8.1. Payments on account of interest and/or principal for the BONDS offered under the shelf prospectus and the first offering report shall be paid to the persons whose names are registered in the register of holders of the BONDS (Series 18) on the Record Date for payment of principal and/or interest (i.e. - March 19 and/or September 19, of each relevant calendar year, as applicable), ("the Record Date"), except for the final payment of principal and interest which shall be paid to the persons whose names are registered in the register on the payment date and which will be made against the delivery of the BONDS certificates (Series 18) to the Company on the payment day, at the address for receiving service of process in Israel or at any other place in Israel of which the Company shall notify no later than five (5) business days before the final payment date.

It is clarified that anyone not registered as a holder in the Company's BONDS register (Series 18) on any of the dates mentioned in this section above, will not be entitled to interest payment for the interest period that began before that date.

8.2. In any case where the payment date for principal and/or interest falls on a day that is not a business day, the payment date will be deferred to the first following business day without additional payment, and the "Record Date" for determining eligibility for redemption shall not change because of this.

8.3. Payment to the eligible persons will be made by checks or by bank transfer to the credit of the bank account of the persons whose names are registered in the register and which will be specified in the details provided to the Company in advance, in accordance with Section 8.4 below. If the Company cannot pay any amount to those entitled to it, for a reason beyond its control, while the Company could have paid it in full and on time, the provisions of Section 11 of the Trust Deed shall apply.

8.4. A holder of BONDS (Series 18) shall notify the Company of the bank account details for credit of payments to that holder, or of a change in the said account details or address, as applicable, in a written notice to be sent by registered mail to the Company; however, the Company shall only be obligated to act according to the holder's notice regarding such change if it reached its registered office at least fifteen (15) business days before the date set for any payment under the bond. In the event that the notice is received by the

Company late, the Company will act upon it only in relation to payments whose maturity date falls after the payment date adjacent to the day the notice was received.

8.5. If a BONDS holder entitled to payment as stated above has not provided the Company in advance with details regarding his bank account, any payment on account of principal and interest will be made by a check sent by registered mail to his last address registered in the register. Sending a check to an eligible person 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, provided it is paid upon proper presentation for collection.

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

9. Withholding of Payment for Reasons Beyond the Company's Control

For provisions regarding the withholding of payment for reasons beyond the Company's control, while the Company could have paid it in full and on time, see Section 11 of the Trust Deed.

10. BONDS Certificates and their Splitting

10.1. Every BONDS certificate is splittable into several BONDS certificates, provided that the total principal amounts specified in them equal the nominal principal amount of the certificate for which splitting is requested and provided that such certificates shall not be issued except in a reasonable quantity.

10.2. Splitting of BONDS certificates as stated will be done upon a splitting request signed by the owner of the BONDS in the certificate or his legal representatives, which will be delivered to the Company at the address for receiving service of process in Israel (or another place in Israel as instructed by the Company), along with the BONDS certificate for which splitting is requested.

10.3. Execution of the splitting will be performed within seven (7) days from the end of the month in which the certificate was delivered to the address for receiving service of process in Israel (or another place in Israel as instructed by the Company). The new BONDS certificates issued following the split shall be in denominations of whole New Israeli Shekels each.

10.4. All expenses involved in the split, including taxes and levies if any, shall be borne by the party requesting the split.

11. Transfer of the Bond

11.1. The BONDS are transferable for any par value amount, provided it is in whole New Israeli Shekels. Any transfer of BONDS not performed through the stock exchange shall be made by a transfer deed in the customary format for transferring shares, properly signed by the registered holder or his legal representatives, as well as by the transferee or his legal representatives, which will be delivered to the Company at the address for receiving service of process in Israel (or another place in Israel as instructed by the Company) along with the BONDS certificates transferred under it, and any other reasonable evidence required by the Company to prove the transferor's right to transfer them.

11.2. Subject to the above, provisions included in the Company's articles of association regarding the manner of transferring shares shall apply, with the necessary changes as applicable, regarding the manner of transferring BONDS and their assignment.

11.3. If any mandatory payment applies to the transfer deed of the BONDS, reasonable evidence of its payment shall be provided to the Company by the party requesting the transfer, to the Company's satisfaction.

11.4. In the event of transferring only part of the nominal principal amount of the BONDS in this certificate, the certificate shall first be split according to the provisions of Section 10 above into several BONDS certificates as required, so that the sum of all principal amounts specified in them will be equal to the nominal principal amount of the said BONDS certificate.

11.5. After fulfilling all these conditions, the transfer shall be recorded in the register of BONDS holders and all the conditions detailed in the Trust Deed and the bond regarding that series shall apply to the transferee.

11.6. All expenses and commissions involved in the transfer shall be borne by the party requesting the transfer.

12. Register of BONDS Holders

For provisions regarding the register of BONDS holders, see Section 24 of the Trust Deed.

13. General Provisions

13.1. Principal and interest amounts shall be paid to each holder of the bond, in full, without regard to any equitable rights or any right of set-off or counterclaim existing or that may exist between the Company and the said holder. Such payments to a non-registered holder will be made through the Registration Company and by means of the TASE clearing house, in accordance with the TASE Regulations and its directives and the bylaws of the TASE clearing house.

13.2. The provisions of the Trust Deed shall be considered an integral part of this bond.

13.3. The BONDS will be listed for trading on the TASE.

14. Collateral

The BONDS are not secured by collateral. For more details, see Section 5 of the Trust Deed.

15. Early Redemption

15.1. Early Redemption at the Initiative of the TASE

In the event that the BONDS are listed for trading and the TASE decides to delist the BONDS from trading because the value of the BONDS series has fallen below the amount determined in the TASE directives regarding the delisting of BONDS from trading, the Company will act as follows:

15.1.1. Within 45 days from the date of the TASE Board of Directors' decision regarding the delisting from trading as stated, the Company will 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 Authority and the TASE (the said announcement will also detail the early redemption proceeds amount) and in two common daily newspapers in Israel in the Hebrew language, and will be delivered in writing to all registered holders of the BONDS.

15.1.2. The early redemption date of the BONDS (Series 18) shall occur no earlier than 17 days from the date of publication of the notice and no later than 45 days from the said date, but not in the period between the Record Date for an interest payment and the date of its actual payment.

15.1.3.

On the early redemption date, the Company will redeem the BONDS that the holders requested to redeem. The redemption proceeds will be calculated as stated in Section 15.2.10 below, where for this purpose the market value of the remaining BONDS and the sampling period as stated in Section 15.1 hereof shall be determined with reference to the date of receipt of the TASE's decision to carry out the early redemption (instead of the date of the Company's Board of Directors' decision to carry out the early redemption at the Company's initiative as stated in Section 15.2 below).

15.1.4. The determination of an early redemption date as stated above does not prejudice the redemption rights set out in the BONDS of any of the BONDS holders who do not redeem them on the early redemption date as stated above, but the BONDS will be delisted from trading on the TASE and the tax consequences resulting therefrom will apply to them, among other things.

15.1.5. Early redemption of the BONDS as stated above will not grant the person who held the BONDS to be redeemed as stated the right to payment of principal or interest for the period after the redemption date.

15.2. Early Redemption at the Initiative of the Company

15.2.1. The Company shall be entitled to perform early redemption at its initiative of the BONDS, in full or in part, at its sole discretion, at any time, but not before at least 60 days have passed from the date of registration of the BONDS (Series 18) for trading on the TASE, and in such a case the following provisions shall apply, all subject to the Securities Authority's directives and the TASE Regulations and its directives, as they may be at the relevant time:

15.2.2. 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 redemptions.

15.2.3. If an early redemption is set in a quarter in which a date for interest payment is also set, or a date for partial redemption payment or a date for final redemption payment, the early redemption will be performed on the date set for the said payment. Notwithstanding the above, a final redemption can be performed in a quarter even if an interest payment or partial redemption was performed in it.

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

15.2.4. The minimum scope of each early redemption shall not be less than 10 million NIS. Notwithstanding the above, a company may perform early redemption in a scope lower than 10 million NIS, provided that the frequency of redemptions shall not exceed one redemption per year.

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

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

15.2.7. The early redemption date shall not occur in the period between the Record Date for interest payment regarding the BONDS (Series 18) and the actual interest payment date.

15.2.8.

In the said immediate report, the Company will publish the principal amount to be redeemed in early redemption as well as the interest accrued on the said principal amount until the early redemption date, in accordance with Section 15.2.10 below.

15.2.9. Early redemption shall not be made for part of the BONDS (Series 18) if the final redemption amount is less than 3.2 million NIS.

15.2.10. At the time of a partial early redemption, if any, the Company will announce in an immediate report: (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) an update of the remaining partial redemption rates, in terms of the original series; (6) the Record Date for eligibility for receiving the early redemption of the principal of the BONDS, which will be six (6) days before the date set for the early redemption.

At the time of a partial early redemption, if any, the Company will pay the accrued interest only for the principal of the BONDS to be redeemed as part of the partial redemption and not for the entire outstanding balance of the BONDS.

15.2.11. The amount to be paid to the holders of the BONDS (Series 18) in the case of early redemption at the Company's initiative shall be the higher of the following: (1) the market value of the remaining BONDS (Series 18) in circulation, which will be determined based on the average closing price of the BONDS (Series 18) in the thirty (30) trading days preceding the date of the Board of Directors' decision to carry out the early redemption ("market value of the remaining BONDS" and "sampling period", respectively). Notwithstanding the above, if the early redemption (partial or full) is set in a quarter in which a date for interest payment is also set, or a date for partial redemption of the BONDS, and the early redemption is performed in that same quarter (together with the interest payment and/or the partial redemption), then in this case, for the purpose of calculating the market value of the BONDS to be paid to the holders under this section, the amount paid on that date on account of interest payment only ("the amount paid in the quarter") shall be deducted from the market value of the remaining BONDS (as defined above) standing for early redemption, and the balance of the amount, after deducting the amount paid in the quarter, will be multiplied by the early redemption rate. It will also be clarified that if during the sampling period an interest payment was made, then the amount paid on account of interest only will be deducted from the closing price determined on the trading days included in the sampling period which occurred prior to the Record Date for the payment of interest paid as stated; or (2) the liability value of the BONDS (Series 18) standing for early redemption in circulation, i.e., principal plus interest that has not yet been paid (if any), until the actual early redemption date; or (3) the balance of the cash flow of the BONDS (Series 18) standing for early redemption (principal plus interest, including any interest addition, paid in accordance with the provisions of the Trust Deed, and arrears interest, as relevant) when discounted according to the Government bond yield (as defined below) plus $1.25\%$. The discounting of the BONDS (Series 18) standing for early redemption will be calculated from the early redemption date until the final maturity date set in relation to the BONDS (Series 18) standing for early redemption, as set in the Trust Deed for the BONDS (Series 18).

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For this matter: "Government BOND Yield" means, the average (gross) yield to maturity, in a period of seven trading days, ending two trading days prior to the date of the notice of early redemption, of two series of US Government BONDS, having a fixed interest rate, and their average life duration is the closest to the average life duration of the BONDS (Series 18) at the relevant date. That is, one series with the closest duration higher than the duration of the BONDS (Series 18) at the relevant date, and one series with the closest duration lower than the duration of the BONDS (Series 18) at the relevant date, and whose weighting will reflect the duration of the BONDS at the relevant date.

In the event that there is no US Government BOND series in circulation with a duration lower than the duration of the BONDS, then the US Government BOND yield will be calculated according to the yield of a US Government BOND series with characteristics as detailed in this definition above and its average life duration is the closest to the average life duration of the BONDS at the relevant date.

For example: if the duration of US Government BOND A is four (4) years, the duration of US Government BOND B is two (2) years and the duration of the remaining loan balance is three and a half (3.5) years, the yield will be calculated as follows:

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

$$
X = \text{weight of the yield of US Government BOND A}
$$

$$
1 - X = \text{weight of the yield of US Government BOND B}
$$

According to the calculation, the annual yield of US Government BOND A will be weighted at seventy-five percent (75%) of the "yield" and the annual yield of US Government BOND B will be weighted at twenty-five percent (25%) of the "yield".

"Duration" - average life duration.

Inasmuch as the alternative in subsection (1) or (3) above is chosen, the difference between the value according to the chosen alternative as stated, and the liability value, shall be paid as interest on the redeemed portion only.

16. Changes to the BOND Conditions

No change, waiver, and/or compromise regarding the conditions of the BOND and the rights arising therefrom shall have any effect, unless made in accordance with the provisions of Section 23 of the Trust Deed.

17. Receipt from BONDholder

17.1. A receipt from a holder and/or a confirmation from the transferring TASE member and/or from the Registration Company for the par value and interest amounts paid to them by the Trustee for their BOND shall release the Trustee absolutely regarding the payment of the amounts specified in the receipt.

17.2. Except in the case as detailed in Section 11.5 of the Trust Deed, a receipt from the Trustee regarding the deposit of the par value and interest amounts with them for the benefit of the BONDholders as stated above for the Trust Deed shall be considered as a receipt from the BONDholder for the purpose of what is stated in Section 17.1 regarding the release of the company (and not regarding the release of the Trustee) in everything related to the execution of the payment of the amounts specified in the receipt.

17.3. Funds distributed as stated in Section 10 of the Trust Deed shall be considered as payment on account of the repayment of the BONDS.

18. Replacement of the BOND Certificate

In the event that the BOND certificate is worn out, lost, or destroyed, the Company shall be entitled to issue a new BOND certificate in its place, in accordance with the conditions the Company requests regarding proof, improvement, and coverage of expenses incurred by the Company for the investigation of ownership rights in the BONDS, as the Company sees fit. In the case of wear, the worn BOND certificate will be returned to the Company before the new certificate is issued. Levies and other expenses involved in issuing the new certificate shall be borne by the applicant for said certificate.

19. Governing Law and Jurisdiction

The courts in the city of Tel Aviv-Jaffa shall have unique and exclusive jurisdiction in any dispute relating to the BOND, the Trust Deed, and the agreements under which the BONDS were allocated, and the laws of the State of Israel alone shall apply to them.

20. Notices

For instructions regarding the manner of delivering notices, see Section 22 of the Trust Deed.

The Second Appendix to the Trust Deed - Provisions regarding BONDholders' Meetings

Oil Refineries Ltd.

General Meetings of BONDholders (Series 18)

1. Summoning Meetings

1.1. The Trustee may summon the BONDholders (Series 18) to a meeting of BONDholders at any time.

1.2. The Trustee shall be required to summon a meeting at the request of the Company or at the written request of holders (one or more) of at least five percent (5%) of the par value of the outstanding balance of the BOND principal. If those requesting the summoning of the meeting are the BONDholders as stated, the Trustee shall be entitled to demand from the applicants an indemnity, to the Trustee's satisfaction, for the reasonable expenses involved. If the Trustee is required to convene a meeting as stated, they shall summon it within 21 days from the day the request was submitted to them, for a date to be determined in the summons, provided that the convening date shall not be earlier than seven days and not later than 21 days from the date of the summons; however, the Trustee may advance the convening of the meeting to at least one day after the date of the summons if they believe it is necessary to protect the rights of the holders. If they do so, the Trustee shall justify the reasons for advancing the convening date in the report regarding the summoning of the meeting. Notwithstanding anything stated above, upon delivery of the Company's request to convene a meeting as stated, the Company and the Trustee shall coordinate the date of convening the meeting and the publication of the summons in accordance with the provisions of the law.

1.3. If the Trustee did not summon a meeting according to a holder's request within the timeframe stated in Section 1.2 above, the holder may convene the meeting, provided that the convening date is within 14 days from the end of the period for summoning the meeting by the Trustee, and the Trustee shall bear the expenses incurred by the holder in connection with convening the meeting.

1.4. A summons to a meeting on behalf of the Trustee for consultation purposes only with the BONDholders shall be published at least one day before its convening date ("Consultation Meeting"). For a consultation meeting, no agenda shall be published and no resolutions shall be adopted therein.

1.5.

A summons to a meeting that is not a consultation meeting shall be sent by the Trustee to the Company and to the BONDholders and shall be published not more than 21 days and not less than seven days prior to the date of its convening. The summons shall specify the place, day, and time of the meeting, the legal quorum for opening the meeting, the record date for participating in the meeting, arrangements regarding written voting, and shall generally state the subjects to be discussed at the meeting and the wording of the proposed resolutions to be put to a vote. In the event that the purpose of the meeting is to discuss a proposal to adopt a resolution on one of the subjects detailed below, prior notice as stated above of at least 14 days shall be given, and the notice shall additionally detail the wording of the proposed resolution. The wording of a voting resolution, whether regular or special, shall be subject to change in accordance with the provisions of the law. Nothing in the aforesaid shall derogate from the Trustee's authority to shorten the number of days for convening the meeting in accordance with what is stated in Section 1.2 above.

1.6. A BONDholder (Series 18), one or more, who holds at least five percent of the remaining par value of the BOND series, may request the Trustee to include a subject on the agenda of a holders' meeting to be convened in the future, provided that the subject is suitable to be discussed at such a meeting.

1.7. Every notice on behalf of the Company or the Trustee to the BONDholders shall be given in accordance with the provisions of Section 22 of the Trust Deed.

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1.8. No resolution adopted, in accordance with the provisions of the Trust Deed, at a meeting summoned as stated, shall be disqualified if by mistake notice of it was not given to all BONDholders or if such notice was not received by all holders of outstanding BONDS, provided that, as required, the summons to the meeting was published in the MAGNA system.

2. Chairperson

The Chairperson of the meeting shall be the Trustee or a person appointed by the Trustee. The BONDholders' meeting shall open after it is proven that a legal quorum required for the start of the discussion exists.

3. Quorum

3.1. Subject to the requirements of the Securities Law on the subject of quorum, to the extent they cannot be conditioned (including in connection with the dismissal of a trustee) and subject to what is stated in Sections 3.2 and 3.3 below, at BONDholders' meetings, a legal quorum shall be at least two BONDholders present in person or by proxy and holding or representing together at least twenty-five percent (25%) of the par value of the outstanding balance of the BOND principal at that time. Notwithstanding the above, a consultation meeting shall take place with any number of participants.

3.2. If within half an hour from the time set for the start of such a meeting there is no such legal quorum, the meeting shall be postponed to another date not earlier than two business days after the date set for the original meeting or one business day, if the Trustee believed that it is necessary for the protection of the rights of the BONDholders; if the meeting was postponed, the Trustee shall justify the reasons for this in the report regarding the summoning of the meeting. In such an adjourned meeting, which was summoned at the Trustee's initiative, two BONDholders present in person or by proxy shall constitute a legal quorum regardless of the par value of the BONDS they hold. If the summoning of the meeting was requested by BONDholders - the legal quorum shall be holders of the BONDS, one or more, who have at least 5% (five percent) of the voting rights in the BONDS (Series 18).

3.3. BONDS (Series 18) which are owned by a related person as defined in the Trust Deed, shall not grant the related person voting rights in the meetings of BONDholders of that series and shall not be counted for the purpose of a legal quorum.

4. Continued Meeting

4.1. A meeting that has opened shall be closed upon the notice of the Trustee or the notice of the Chairperson of the meeting and may have one or more sessions.

4.2. A holders' meeting that has a legal quorum, or the Trustee, may decide to hold an additional session which will take place at another time and place to be determined by the Trustee ("adjourned meeting");

4.3. The Trustee shall be responsible for publishing a notice regarding the time and place where the additional session will convene, provided that such notice is given at least 12 hours prior to the convening of the additional session.

4.4. In a continued meeting, nothing shall be discussed except a subject that was on the agenda of the original meeting and regarding which no resolution was adopted.

5. Voting at the Meeting

5.1. Voting at the meeting shall be conducted in relation to subjects detailed in the summons only.

5.2. BONDholders are entitled to participate and vote in any general meeting themselves, through proxies, or through a voting paper. Every proposed resolution put to a vote shall be decided by way of a show of hands and/or through voting papers, according to the Trustee's decision and at their discretion, including determining the deadlines for submitting the voting papers and extending these deadlines according to the circumstances, subject to the provisions of the law. In every vote of BONDholders, the vote will be conducted by count of votes, so that every BONDholder or proxy-

holder shall be entitled to one vote for every 1 NIS par value of the BONDS in which they proved their holding and by virtue of which they are entitled to vote. In a vote conducted through voting papers, BONDholders who were not present at the meeting shall also be entitled to participate, provided they proved their eligibility to vote at the meeting on the record date no later than the time of the closing of the vote/meeting. In the case of joint holders, only the vote of the person requesting to vote who is listed first among them in the register shall be accepted, whether in person or by proxy.

A voting paper in which a BONDholder indicated their manner of voting, which reached the Trustee by the final deadline set for it, shall be considered as presence at the meeting for the purpose of maintaining the legal quorum at the meeting. Accordingly, the Trustee shall be entitled, at their discretion and subject to any law, to hold voting meetings where the votes will be conducted via voting papers and without the gathering of holders, as well as to hold a vote via voting papers in a voting meeting (including in an adjourned meeting thereof) where the required legal quorum for the purpose of adopting the resolution on the agenda was not present at its opening, provided that voting papers are received by the Trustee, until the time of closing of the voting meeting, which will be determined in the notice of convening the meeting or holding the vote, as the case may be, from holders constituting a legal quorum required for the purpose of adopting the resolution in an original meeting or an adjourned meeting, as the case may be.

5.3

The Trustee may require a holder to declare within the voting paper regarding the existence or absence of a conflicting interest they have. A holder who does not fill out the voting paper in its entirety and/or who does not prove their eligibility to participate and vote in the meeting according to the provisions of the Second Appendix, shall be considered as someone who did not submit a voting paper, and therefore chose not to vote on the subject/s in the voting paper. A holder who declares that they have a conflicting interest shall be considered as instructing the Trustee not to count their vote in the vote count (but it shall count for the purpose of the legal quorum).

5.4

Holders entitled to participate and vote in the holders' meeting are holders of BONDS on the date set in the resolution to summon a holders' meeting, provided that this date shall not exceed three days before the convening date of the holders' meeting and shall not be less than one day before the convening date.

5.5

Unless expressly stated otherwise in this deed, the majority required for adopting any resolution in a holders' meeting is an ordinary majority of the number of votes represented in the vote and voting for or against.

5.6

A BONDholder wishing to participate in the meeting shall present to the Company and the Trustee a confirmation of ownership, including a power of attorney if the ownership confirmation is not registered in the name of the participant in the meeting, which will be transferred to the Company prior to the start of the meeting for which the power of attorney was given, unless otherwise stated in the meeting summons notice.

A power of attorney for participation in a meeting shall be valid for the date of the meeting and for the adjourned meeting provided that the adjourned meeting takes place no later than ten (10) days from the date set for the original meeting.

5.7

The Registration Company shall not make use of the voting rights due to the BONDS registered in its name in the BONDholders' register, and these voting rights are granted to the unregistered holder or to whomever they determine, provided that the unregistered holder received a power of attorney for voting from the Registration Company.

5.8

The owner of the BONDS or their proxy may vote part of their votes in favor of a certain proposed resolution, and part against, all at their discretion. Abstaining votes shall not be taken into account in the count of votes of those participating in the vote.

5.9

The Trustee participating in the meeting shall participate without voting rights.

5.10

The Chairperson's announcement regarding the adoption or rejection of a resolution and the recording of this matter in the meeting minutes shall serve as prima facie evidence of this fact.

5.11

Appointment of a Proxy:

5.11.1

The letter of appointment appointing a proxy shall be in writing and shall be signed by the appointor or by their proxy who has written authority as required. A proxy does not have to be a BONDholder themselves.

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5.11.2 An appointment letter and power of attorney or other certificate under which the appointment letter was signed, or a certified copy of such power of attorney, shall be deposited at the Company's office before the opening of the meeting for which the power of attorney was given, unless otherwise stated in the notice convening the meeting.

5.11.3 A vote conducted in accordance with the conditions in the document appointing a proxy shall be valid even if, prior to it, the appointment letter was canceled or the BOND for which the vote was given was transferred, unless written notice of the aforementioned cancellation or transfer was received at the Company's address for receiving legal documents in Israel (or at another location in Israel as directed by the Company) before the time of the meeting, as applicable.

5.11.4 Any corporation that is an owner of a BOND may, by duly signed written authorization, empower a person it deems fit to act as its representative at any meeting of the BONDholders, and the person so authorized shall be entitled to act on behalf of the corporation they represent.

5.12 A person or persons appointed by the Company, the Company Secretary, and any other person or persons authorized for this by the Company, shall be entitled to be present at the opening of the meeting to express the Company's position regarding an item on the agenda and/or to present a specific topic, as applicable, but shall not be entitled to vote at meetings of the BONDholders. In the event that, according to the Trustee's discretion, a part of the meeting requires a discussion without the presence of Company representatives, then the Company or anyone on its behalf or anyone on behalf of a related person shall not participate in that part of the discussion.

5.13 Every meeting of the BONDholders shall be held at the Company's address for receiving legal documents in Israel (or at another location in Israel as directed by the Company) and shall be at the Company's expense, or at another address announced by the person convening the meeting.

Minutes

The chairperson of the meeting shall ensure the preparation of minutes for all discussions and decisions at every general meeting of the BONDholders, and its preservation in the minutes book of the BONDholders' meetings. Any minutes signed by the chairperson of the meeting in which the decisions were made and discussions held, or by the chairperson of the meeting held thereafter, shall serve as prima facie evidence of the matters recorded therein, and as long as the contrary is not proven, every decision made at such a meeting shall be considered a decision made legally. The Trustee shall be entitled to record a meeting's minutes or parts thereof by way of recording.

The registry of the minutes of the BONDholders' meetings shall be kept at the registered office of the Trustee and shall be open for inspection by the BONDholders, and a copy thereof shall be sent to any BONDholder who requested it, and to the Company - in relation to the part of the meeting in which it participated.

Position Statements

7.1.

A BONDholder, one or more, holding at least five percent of the outstanding balance of the par value of the BONDS of the same series, may apply in writing to the BONDholders in a letter that will be attached to the voting paper in order to persuade them regarding their voting manner on a topic among the topics raised for discussion in that meeting (in this appendix - a "position statement").

7.2. A holder who wishes to use this right shall notify the Trustee at the time of the session in which it was decided to put that topic to a vote and shall transfer the position statement to the Trustee within 24 hours of the time of that session.

7.3. In a meeting convened due to the request of BONDholders or by the BONDholders as detailed above, any holder shall be entitled, through the Trustee, to publish a position statement regarding the topics on the meeting's agenda.

7.4. The Trustee and the Company shall each be entitled, separately, to publish a position statement in response to a position statement sent in accordance with sections 7.1 or 7.3 above or in response to another inquiry to the BONDholders.

7.5. In a consultative meeting, position statements shall not be published.

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Appendix A to the Trust Deed

Urgent Representation for BONDholders (Series 18)

1. Appointment; Term of Office

1.1. The Trustee shall be entitled, or at the written request of the Company - shall be required, to appoint and convene an urgent representation from among the BONDholders, as detailed below ("the Urgent Representation").

1.2. The Trustee shall appoint to the urgent representation the three (3) BONDholders who, according to data received from the Company, are the holders of the highest par value among all BONDholders and who declare that all the conditions detailed below are met regarding them ("Urgent Representation Members"). In the event that any of these cannot serve as a member of the urgent representation as stated, the Trustee shall appoint in their place the BONDholder who holds the next highest par value percentage and for whom all the conditions detailed below are met. And these are the conditions:

1.2.1. The BONDholder is not in a material conflict of interest due to the existence of any additional material matter that conflicts with the interest arising from their service in the Urgent Representation and from their holding of the BONDS. For the avoidance of doubt, it is clarified that a holder who is a related person (as defined in Section 3.3 of the Trust Deed) shall be considered to have such a material conflict of interest and shall not serve in the Urgent Representation;

1.2.2.

During the same calendar year, the BONDholder does not serve in similar representations of other BONDS of the Company whose aggregate value exceeds the percentage of the asset portfolio managed by them, which was set as the maximum percentage allowing service in an urgent representation according to the Competition Authority's instructions regarding the establishment of an urgent representation;

1.3. If, during the term of the Urgent Representation, one of the circumstances listed in sections 1.2.1 to 1.2.2 above ceases to exist for one of its members, their term shall expire, and the Trustee shall appoint one member in their place from among the BONDholders as stated in section 1.2 above.

1.4. Before appointing the members of the Urgent Representation, the Trustee shall receive from the candidates for membership a declaration regarding the existence or absence of material conflicts of interest as stated in section 1.2.1 above and regarding service in additional representations as stated in section 1.2.2 above. Furthermore, the Trustee shall be entitled to demand such a declaration from the members of the Urgent Representation at any time during the term of the Urgent Representation. A holder who does not submit such a declaration shall be considered as having a material conflict of interest or a disqualification from serving by virtue of the Competition Commissioner's instructions as stated above, as applicable. Regarding the declaration of conflict of interest, the Trustee will examine the existence of the conflicting matters, and if necessary, decide whether the conflict of interest is sufficient to disqualify that holder from serving in the urgent representation. It is clarified that the Trustee shall rely on the said declarations and shall not be required to conduct any additional independent examination or investigation. The Trustee's determination on these matters shall be final.

1.5. The term of the Urgent Representation shall end on the date the Company publishes the Urgent Representation's decisions regarding the granting of an extension to the Company for the purpose of meeting the terms of the Trust Deed as detailed in Section 2.1 below.

2. Authority

2.1. The Urgent Representation shall have the authority to grant a one-time extension to the Company regarding the deadlines for meeting financial covenants set in Section 4.4 of the Trust Deed, for a period of up to 90 days from the date of the breach of the financial covenants as stated or until the period ending on the date of publication of the upcoming financial reports by the Company, whichever is earlier. It is clarified that the period of time until the appointment of the Urgent Representation will be taken into account within the framework of the aforementioned extension, and it shall not constitute grounds for granting any additional extension to the Company beyond the above. It is further clarified that the activity of the Urgent Representation and the cooperation between its members shall be limited by law to the possibility of granting such an extension, and that no other information not related to the granting of such an extension shall be transferred between the members of the Urgent Representation.

2.2. If an urgent representation is not appointed in accordance with this appendix, or if the Urgent Representation decided not to grant the Company an extension as stated in Section 2.1 above, the Trustee shall act in accordance with the provisions of Section 6.2 of the Trust Deed.

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2.3. Nothing in the above shall detract from the Trustee's powers under the Trust Deed, including its authority to convene a meeting to discuss and make decisions regarding the topics for which the Urgent Representation was convened.

3. Company Obligations Regarding the Representation

3.1. The Company undertakes to cooperate fully with the Urgent Representation and the Trustee as required for performing the necessary examinations by them and formulating the Urgent Representation's decision, and to transfer to the Urgent Representation all data and documents required by them regarding the Company, subject to legal limitations. Without derogating from the generality of the foregoing, the Company shall provide the Urgent Representation with the relevant information for formulating its decision, which shall not include any misleading details and shall not be incomplete.

3.2. The Company shall bear the costs of the Urgent Representation, including the costs of employing consultants and experts by or on behalf of the Urgent Representation, in accordance with the provisions of Section 23 of the Trust Deed.

3.3. The Company undertakes to provide the Trustee with any information in its possession or that it can obtain regarding the identity of the BONDholders and the scope of their holdings. Furthermore, the Trustee shall act to obtain the said information in accordance with the powers granted to it by law.

4. Liability

4.1. The Urgent Representation shall act and decide on matters entrusted to it according to its absolute discretion and shall not be liable, it or any of its members, their officers, employees, or consultants, and the Company and the BONDholders hereby exempt them, from any claims, demands, and lawsuits against them for using or refraining from using the powers, authorities, or discretion granted to them under the Trust Deed and this supplement and in connection with them or from any other action they performed according to them, except if they acted maliciously and/or in bad faith.

4.2. The indemnification provisions set forth in Section 21.2.1 of the Trust Deed shall apply to the actions of the Urgent Representation members and anyone on their behalf, as if they were the Trustee.

4.3. The Company shall publish an immediate report upon the appointment of the Urgent Representation as stated, regarding the appointment of the Urgent Representation, the identity of its members and its powers, and shall also publish an additional immediate report regarding the decision of the Urgent Representation as stated. Upon the conclusion of the term of the Urgent Representation, the Company shall publish the information that was transferred for the Urgent Representation's review, provided there is no legal impediment to its publication.

4.4. Notwithstanding anything stated in this appendix, the activity of the Urgent Representation, including the very existence of the Urgent Representation, shall be subject in any case to the provisions of any law, and including the rules and guidelines set by the Securities Authority, insofar as they are set.

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Appendix B - Confidentiality Undertaking

__, on ___

To: Oil Refineries Ltd

Dear Sir/Madam,

Re: Confidentiality Undertaking

Within the framework or in connection with the fulfillment of my role as _____ for the BONDholders (Series 18) of Oil Refineries Ltd (the "Company" and the "Work", as applicable), I may receive or be exposed to information that is not public knowledge, including, but without derogating, professional, technical, financial, technological, commercial, or other information, data, or news directly and/or indirectly related to the Company, its subsidiary or related companies (as these terms are defined in the Securities Law, 5728-1968 (the "Securities Law")), to corporations in the Company's group, and/or to interested parties in the Company (together: the "Group"), procedures and/or work methods and/or activities of the Group as well as commercial and business information of any other type that is not public knowledge (together: "Confidential Information"). Notwithstanding the above, the term "Confidential Information" shall not include information as stated above that I can prove: (1) is public knowledge (including information published to the public by you or by interested parties in you) or will become public knowledge not due to a breach of the provisions of this undertaking; or - (2) was known to me prior to its disclosure by the Company and I can provide reasonable proof thereof; or - (3) was delivered to me by a third party, provided that at the time of receiving the information as stated it was not known to me, after I inquired with its provider, that the disclosure of the information by that third party constitutes a breach of a fiduciary duty owed by that third party to the Company.
I am aware that I am prohibited from disclosing the Confidential Information to any person and I shall not be entitled to use the Confidential Information for any purpose, except for the Work. Notwithstanding the above, I shall be entitled (a) to deliver conclusions and assessments based on the Confidential Information to the BONDholders (Series 18) of the Company (including presenting them at BONDholders' meetings for the purpose of making a decision concerning their rights) provided that the reliance on such information is reduced to the minimum degree and scope required to meet the requirements of the law and that I have given notice to the Company regarding this a reasonable time in advance, in order to allow the Company reasonable time to turn to the courts and prevent the transfer of the conclusions and assessments as stated as long as this does not harm the rights of the BONDholders; (b) to deliver conclusions and assessments based on the Confidential Information to the representation of the BONDholders that will be legally appointed by the BONDholders; (c) to disclose Confidential Information, insofar as I am required to do so by law or by the requirement of a competent authority by law and/or by a judicial order, provided that the disclosure is reduced to the minimum degree and scope required to meet the requirements of the law and I coordinate with you in advance, as much as possible and permitted, and as long as this does not harm the rights of the BONDholders, the content and timing of the disclosure to allow you reasonable time to defend yourself against such a demand.
In addition to the permitted delivery of Confidential Information as stated in section 2 and without derogating from what is stated there, disclosure of Confidential Information will be done by me only to my employees and/or authorized representatives on my behalf and including my professional advisors ("Authorized Recipients") on a "need to know basis" only. I am aware that disclosure or use of Confidential Information by an Authorized Recipient not in accordance with the instructions of this letter is considered the same as disclosure or use as stated by me, and I will take all necessary measures to ensure the preservation of the confidentiality of the Confidential Information. This undertaking shall not apply to an Authorized Recipient who signs a confidentiality undertaking similar in all material respects to the undertaking detailed in this letter.
I am aware that disclosing the Confidential Information to any person or body may be contrary to the securities laws in Israel. I am aware that due to my exposure to the Confidential Information, various restrictions may apply to me if inside information reaches me as defined in the securities laws in Israel, and I take and will take all reasonable measures to ensure that there is no prohibited use of inside information in connection with the Confidential Information, including delivering information and/or selling and/or buying securities of the Company or its subsidiaries, which may be considered as use of inside information according to the provisions of the law.

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All the documents that will be delivered to me by you or that will come into my hands as a result of and/or in connection with my engagement with you and which are related, directly or indirectly, to the Group and/or its activities (including any copy or processing thereof), (together: "the Documents") shall belong to you at all times and shall be considered your property for all intents and purposes and they shall be returned to you by me at your request immediately upon completion of the Work, except for the information, which will be kept by me in accordance with the provisions of any law, including directives of a competent authority, or in accordance with internal procedures, as required for the purpose of documenting work processes. For the purposes of this undertaking, the term "Documents" shall be interpreted to include any means of storing information whatsoever, including, but without derogating from the generality of the foregoing, physical, mechanical, magnetic, electronic, optical and/or electro-optical means.
My obligations under this letter shall remain in force even after the completion of the Work for any reason whatsoever and until the confidential information becomes public (other than due to a breach of the obligation under this letter, if any). My obligations under this letter are irrevocable and non-cancelable and they are in addition to, and not in place of, any duty imposed on me by virtue of law and/or any other agreement. My signing of this undertaking does not grant me a right to perform the Work, and the terms of work will be regulated in separate documents between us.
I will keep the information in absolute confidentiality, at least with the same level of care with which I keep my own confidential information, and I will use no less than a reasonable level of care for this purpose.
It is clarified that, subject to the provisions of the Securities Law, nothing in this undertaking obligates the Company to disclose any information, and any disclosure and delivery to us shall be at the absolute discretion of the Company.
My obligations in this document are towards each and every one of the corporations in the Group whose confidential information is delivered into my hands.
Should any court or authority determine that any of the obligations in this document is invalid - the obligation shall be reduced to the extent permitted by law at that time, and such determination shall not prejudice the remaining obligations and rights under this document.
The law applicable to this confidentiality letter is Israeli law only. The courts in the city of Tel Aviv-Yafo shall have unique and exclusive jurisdiction in any dispute concerning this confidentiality letter.

Sincerely,

Full Name

ID Number

Signature

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Appendix C - Illustrative Example of the Method for Calculating the Company's Compliance with the Financial Covenants

Below is an example, for illustration purposes only, regarding the method of the Company's compliance with the financial covenants set forth in Section 4.4 of the Trust Deed, as if they were examined according to the Company's financial reports for March 31, 2026. It will be clarified that this example does not include the Company's financial results, but rather constitutes a numerical example to illustrate the method of calculating the financial covenants as stated in Section 4.4 of the Deed.

1. Minimum Equity

The financial covenant: The Company's Equity shall not be less than 720 million US dollars, for a period and according to two consecutive financial reports.

	March 31, 2026 (USD thousands)
Equity as shown in the Company's financial reports	1.721.6
Cumulative neutralizations according to the definition of "Equity" in Section 4.4 of this deed	257.2
Total Equity	1.978.8

2. The ratio between the Company's Equity plus owner loans taken by the Company (if and to the extent there are such in the future) and the Company's total balance sheet

The financial covenant: The ratio between the Company's Equity plus owner loans taken by the Company (if and to the extent there are such in the future) and the Company's total balance sheet, shall not be less than $17.5\%$ for a period and according to two consecutive financial reports.

	March 31, 2026 (USD thousands)
The Company's Equity	1.978.8
Owner loans	-
The Company's Equity plus owner loans	1.978.8
Total consolidated balance sheet in the financial reports	4.939.5
---	---
Less cash	(545.5)
Total balance sheet	4.394

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Ratio	45%

3. The ratio between Net Debt divided by annual neutralized EBITDA

The financial covenant: Net Debt divided by annual neutralized EBITDA shall not exceed 8, for a period and according to two consecutive financial reports. $^{(1)}$

	March 31, 2026 (USD thousands)
Net Debt	727.3
Annual neutralized EBITDA	692.6
Ratio	1.1

(1) In the calculation of consolidated neutralized EBITDA for the purpose of the net debt divided by average annual consolidated neutralized EBITDA benchmark, insurance receipts for loss of profits in an amount of approximately 130 million dollars were included, which were received in the first quarter of 2026 and the fourth quarter of 2025. For details, see Note 8C to the Company's financial reports as of March 31, 2026.

4. Cash

The financial covenant: Cash (as defined in the Trust Deed), at the end of each calendar quarter shall not be less than 50 million US dollars, and according to two consecutive financial reports. As of March 31, the cash balance stands at 545.5 thousand US dollars.

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Oil Refineries Ltd. ("the Company")

Date: May 25, 2026

Summary of Issuance Provisions

Following the draft Trust Deed for the BONDS (Series XVII) of the Company dated May 25, 2026, below is a summary of issuance provisions.

It should be emphasized that the draft Trust Deed is only a draft. The binding version will be the final version of the Trust Deed, which will be attached to the shelf offering report under which the BONDS (Series XVII) will be offered to the public, if and to the extent published and as far as the required approvals by law for the publication of the Company's shelf prospectus are received. In the event of any contradiction between the wording of the draft Trust Deed and this document, the provisions of the draft Trust Deed shall prevail.

The publication of the shelf offering report is subject to receiving the required approvals by law, including the approval of the Company's Board of Directors for the issuance terms and the publication of the shelf offering report and the approvals of the Tel-Aviv Stock Exchange Ltd. ("TASE"), which as of the date of this document have not yet been received.

It should be clarified that as of the date of this document, there is no certainty regarding the execution of the issuance, its timing, scope, and terms, and nothing in this document constitutes a public offering or an invitation to purchase securities.

This document describes in summary and general form only part of the issuance document terms. It is not exhaustive and does not replace a full reading of the binding documents.
In this document, "the Circular" means Institutional Bodies Circular 2010-9-3 regarding provisions for investment by institutional bodies in non-governmental bonds (in its most updated version, including any clarification provided for it).

Status of the BONDS

☐ The BONDS are secured by collateral.

Concise details of the collateral :

In case there is a "seniority" hierarchy between series in the Company :

☐ The BONDS include provisions granting them senior status relative to the Company's BOND series 615 :

Senior relative to :

Summary of seniority provisions :

☐ The BONDS include provisions granting them junior status relative to the Company's BOND series 615 :

Junior relative to :

Summary of subordination provisions :

☑ The BONDS are unsecured and their terms do not include provisions creating a "seniority" hierarchy between series.

Listing for Trading

☑ There is an explicit provision regarding the registration of the BONDS for trading on the TASE or on the trading system for institutional bodies operated by the TASE ("TASE UP"). [Section 4.2 of the draft Trust Deed]

Restrictions on "Diluting" Actions

$\boxtimes$ There are restrictions on taking additional financial debt: [Section 2.6 of the draft Trust Deed]

1 / 7

Series expansion is subject to compliance with various conditions as detailed in Section 2.6 of the draft Trust Deed, including prior approval from a rating agency for the rating of the additional BONDS which shall not be lower than the rating of the existing BONDS (Series XVII) at that time. Furthermore, no series expansion shall be performed if any of the following conditions exist: A. After and as a result of the expansion of the BOND series, the Company will not meet all the financial covenants established in Section 4.4 of the Trust Deed or if at the time of expansion the Company does not meet all said financial covenants, all in accordance with its last published financial statements prior to the date of the additional issuance, without taking into account cure and waiting periods in connection with those financial covenants; B. Insofar as a cause for acceleration exists as stated in Section 6.1 of the draft Trust Deed prior to the expansion of the BOND series, or thereafter and as a result of it; C. The Company violates any of its material obligations according to the Trust Deed or the series expansion will cause the Company to violate any of its material obligations to the BOND holders according to the Trust Deed. BONDS from other series or series of debt securities that are not secured by any collateral, if and to the extent issued by the Company, shall not have preference over the BONDS (Series XVII) in the liquidation of the Company. Furthermore, if the Company issues an additional series backed by collateral, the Company shall not determine in the Trust Deed of that series that they shall be preferred during liquidation relative to the BONDS (Series XVII) except regarding the collateral itself. The Company will provide the Trustee with a certificate signed by a senior officer in the Company regarding compliance with the conditions detailed above prior to the execution of the additional series issuance. It should be clarified that any issuance of an additional series, if issued to the public as detailed above, is subject to TASE approval.

☐ There is an undertaking not to create pledges ('negative pledge'); [Sections 5.2 and 5.3 of the draft Trust Deed]

The Company undertakes that until after the full, final, and precise settlement of the debt according to the terms of the BONDS, it will not create any pledge on any asset of its existing and future assets and rights in favor of a third party without needing the consent of the BOND holders or the Trustee, except subject to all the conditions detailed in Section 5.3 of the draft Deed and the creation of a parallel pledge in favor of the BOND holders (Series XVII), which shall be of the same type, on the same asset, and at the same rank pari passu according to the debt ratio, as they shall be at that time, towards the third party and towards the BOND holders (Series XVII), to secure the full obligations of the Company in respect of the BONDS (Series XVII).

Financial Covenants

☐ There are undertakings to comply with financial covenants: Equity shall not be less than USD 720 million, based on two consecutive financial statements; The ratio between the Company's Equity plus owners' loans taken by the Company (if and to the extent there will be any in the future) and the total balance sheet of the Company shall not be less than 17.5%, based on two consecutive financial statements. For the purpose of calculating said ratio, owners' loans (principal only) will be included in the Company's Equity as long as according to their terms, the repayment date (principal and interest) is deferred until after the final repayment of the BONDS (Series XVII) and as long as their status (principal and interest) in liquidation is junior to that of the BONDS (Series XVII); "Net Debt" divided by annual adjusted EBITDA shall not exceed 8, based on two consecutive financial statements; Cash, as defined in the Trust Deed, at the end of every calendar quarter shall not be less than USD 50 million, based on two consecutive financial statements. The definitions of the terms detailed above are included in the Definitions section and in Section 4.4 of the draft Trust Deed. [Definitions section and Section 4.4 of the draft Trust Deed]

Restrictions on "Distribution"

There is an explicit determination whether there are restrictions on the Company regarding dividend distribution or self-purchase of shares.

[Section 4.3 of the draft Trust Deed]

There are restrictions on "Distribution":

The Company undertakes that until after the full, final and precise settlement of the debt according to the terms of the BONDS, it will not perform a distribution (as defined in the Companies Law, 5759-1999 ("Companies Law")) including any self-purchase, and specifically will not declare, pay or distribute any dividend, if any of the following cases occur, including a situation where, if a distribution is performed, one of the following cases occurs as a result of the distribution: there is a cause for acceleration as stated in Section 6.1 of the Trust Deed (without taking into account the waiting and cure periods listed in the section); there is a violation of any of the Company's material obligations according to the provisions of the Trust Deed; according to the last financial statements published by the Company, the Company does not meet any of the financial covenants stated in Section 4.4 of the Trust Deed (without consideration of the cure and waiting periods in connection with those financial covenants); Equity is lower than USD 760 million according to the last financial statements published by the Company: the ratio of Equity to total balance sheet calculated according to Section 4.4.2 of the Trust Deed is lower than $21\%$ according to the last financial statements published by the Company: no distribution will be performed if any "warning signs" exist. as this term is defined in the Securities Regulations (Periodic and Immediate Reports). 5730-1970 ("Report Regulations"): for the removal of doubt, it is clarified that in a case where the Company's Board of Directors determines that in circumstances as in Regulation 10(b)(14)(a)(4) of the Report Regulations there is no indication of a liquidity problem in the Company, taking the distribution into account, the Company shall be entitled to perform a distribution: the distribution does not harm the Company's ability to repay the BONDS (Series XVII), according to the solvency test under the Companies Law in connection with that distribution.. [Section 4.3 of the draft Trust Deed]

There are restrictions on repayment of owners' loans :

The Company undertakes that as long as any of the conditions detailed in Sections 4.3.1 to 4.3.7 of the Trust Deed in connection with distribution exist, it will not repay in any way owners' loans provided to it (including not making payments for principal or interest in respect of said owners' loans), until after the full, final and precise settlement of the debt according to the terms of the BONDS. [Section 4.3 of the draft Trust Deed]

Restrictions on "controlling shareholders transactions"

There are restrictions on "controlling shareholders transactions".

Structural Changes

There are restrictions on change of control: see "Causes for acceleration" table. [Section 6.1.12 of the draft Trust Deed]
There are restrictions on merger and acquisition transactions: see "Causes for acceleration" table. [Section 6.1.7 of the draft Trust Deed]

Rating

The BONDS are rated :

The rating agency Standard and Poor's Maalot announced a rating of ilA+ for the BONDS (Series XVII). [Within the preamble of the draft Trust Deed "Whereas" number 2]

There is an undertaking to maintain rating sequence. [Section 6.1.10 and Section 15.9 of the draft Trust Deed]

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There are adjustment provisions for the BOND terms upon a rating downgrade :

If the rating is reduced by two notches or more from the ilA+ rating ("Base Rating") by the rating agency, the annual interest rate carried by the outstanding balance of the BONDS (Series XVII) shall increase by the rate specified below ("Additional Interest Rate"), above the base interest rate or above the interest rate on the outstanding balance of the BONDS (Series XVII) as it was before the rating reduction, in a case where the interest rate already increased previously in accordance with the provisions of Section 7.6 of the First Appendix to the Trust Deed or Section 7.7 of the First Appendix to the Trust Deed, whichever is higher, as detailed below: (a) if the reduced rating is two notches lower than the Base Rating, the interest rate shall increase by 0.5%; (b) if the reduced rating is three notches lower than the Base Rating, the interest rate shall increase by 1%. For the removal of doubt, it is clarified that in no case (except due to the addition of default interest as stated in Section 7.5 of the "Terms overleaf", and except for a case where the events detailed in Section 7.7.1 of the "Terms overleaf" apply to the BONDS) shall the Additional Interest Rate exceed 1%. The changes in the interest rate as a result of a rating downgrade, as stated in Section 7.6 of the registered terms overleaf, and/or as a result of the Company's failure to meet covenants as stated in Section 7.7 of the registered terms overleaf, are cumulative and independent of each other, provided that in any case the interest rate added to the base interest by virtue of Sections 7.6 and 7.7 of the registered terms overleaf shall not exceed the maximum Additional Interest Rate which is up to a rate of 1.5%. [Sections 7.6 and 7.7 of the "Registered Terms Overleaf" of the draft Trust Deed]

There is an explicit determination whether the Company undertakes not to replace the rating agency and if it changed, undertakes to publish reasons for replacement. Notes :

The Company shall be entitled, at its sole discretion, to replace the rating agency throughout the life of the BOND provided that the replacing rating agency as stated shall be a rating agency as this term is defined in Section 1.4 of the Trust Deed. The Company shall not require approval from the Trustee or the BOND holders for the purpose of replacing the rating agency as stated.

In a case where the Company replaces the rating agency at its initiative (or one of them, if the Company is rated by more than one rating agency) or terminates its work, even in a case where the BONDS are rated by more than one rating agency, the Company shall publish an immediate report detailing the reasons for replacing the rating agency or terminating its work, within one trading day from the date of the event. Should the BONDS cease to be rated (i.e. - they are not rated by any rating agency), the Company shall publish a notice regarding the reasons for the cessation of the rating immediately and no later than one business day from the date the rating ceased. [Section 15.9 of the draft Trust Deed]

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Grounds for Immediate Repayment

The Cause	Exists (Section No.)/ Does not exist	Comments
Non-payment	Exists [Sections 6.1.1, 6.1.14 and 6.1.18 of the Draft Trust Deed]
Fundamental breach or breach of material obligations	Exists [Sections 6.1.1, 6.1.19 and 6.1.26 of the Draft Trust Deed]
Inaccuracy of representations	Exists [Section 6.1.27 of the Draft Trust Deed]
Breach of specific obligations - restrictions on additional debt raising including restrictions on series expansion	Exists [Section 6.1.23 of the Draft Trust Deed]
Breach of a specific obligation - non-creation of liens (negative pledge)	Exists [Section 6.1.24 of the Draft Trust Deed]
Breach of a specific obligation - restrictions on distribution	Exists [Section 6.1.20 of the Draft Trust Deed]
Breach of a specific obligation - restrictions on controlling shareholder transactions	Does not exist
Breach of a specific obligation - failure to publish financial statements by the required date	Exists [Section 6.1.21 of the Draft Trust Deed]	If the Company does not publish financial statements it is required to publish by any law or according to the provisions of the Trust Deed, within 30 days from the last date it is required to publish them.
Breach of a specific obligation - financial covenants	Exists [Section 6.1.16 of the Draft Trust Deed]	Non-compliance by the Company with one or more of the financial covenants set forth in Sections 4.4.1 to 4.4.4 of the Draft Trust Deed (and for the avoidance of doubt, in accordance with two consecutive quarterly financial statements as stated in these sections). Notwithstanding the above, in the event that the rate of deviation from those financial covenants in which the Company is in deviation according to the second of the financial statements does not exceed 10% of the values set for those financial covenants, the cause for immediate repayment shall apply only if the deviation from the aforementioned financial covenants also exists in the subsequent financial statements.

The Cause	Exists (Section No.)/ Does not exist	Comments
Liquidation decision, permanent and final liquidation order or any order with a similar or identical result under the Insolvency Law	Exists [Section 6.1.6 of the Draft Trust Deed]	Except for the purpose of a merger with another entity, which does not constitute a cause for immediate repayment in accordance with the provision of Section 6.1.7 of the Draft Trust Deed.
Temporary liquidation order, appointment of a temporary liquidator or any judicial decision of a similar nature, including under the Insolvency Law	Exists [Section 6.1.2 of the Draft Trust Deed]
Imposition of a lien or execution of an Execution Office action	Exists [Section 6.1.3 of the Draft Trust Deed]	If a lien was imposed on a material asset or if an Execution Office action is carried out against a material asset or a pledge was realized against a material asset and the lien is not removed or the action is not canceled within forty-five (45) days from the date of their imposition or execution, as the case may be.
The Cause	Exists (Section No.)/ Does not exist	Comments
---	---	---
Receivership requests or appointment of a temporary receiver, order for appointment of a permanent receiver	Exists [Sections 6.1.4 and 6.1.5 of the Draft Trust Deed]	Requests for receivership or for the appointment of a receiver (temporary or permanent) for the Company or for a material asset, or if an order for the appointment of a temporary receiver or a temporary trustee is given, as defined in the Insolvency Law.
The Company's request for a compromise or arrangement with its creditors according to Section 350 of the Companies Law	Exists [Section 6.1.15 of the Draft Trust Deed]	(a) If the Company submits a request for a stay of proceedings order or the opening of proceedings in accordance with the provisions of the Insolvency Law or if such an order is given or if the Company submits a request for a compromise or arrangement with its creditors according to Section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law (except for the purpose of a merger with another entity in accordance with the provisions of Section 6.1.7 of the Trust Deed and/or a change in the Company's structure or a split that are not prohibited under the terms of the Deed, and except for arrangements between the Company and its shareholders that are not prohibited under the terms of this Deed and that do not affect the Company's ability to repay the BONDS) or if the Company presents its creditors in another way with such a compromise or arrangement, due to the Company's inability to meet its obligations on time; or - (b) If a request is submitted according to Section 350 of the Companies Law or in accordance with the provisions of the Insolvency Law against the Company (without its consent) which was not rejected or canceled within 45 days from the date of its submission.
Imposition of a loan or execution of an execution office action	Exists [Section 6.1.15 of the Draft Trust Deed]	If the loan was imposed on a material asset or if an execution office action is carried out against a material asset or a pledge was realized against a material asset and the loan is not removed or the action is not canceled within forty-five (45) days from the date of the loan, as the case may be.

The Cause	Exists (Section No.)/ Does not exist	Comments
The Company ceased or announced its intention to cease managing its business, the Company stopped or announced its intention to stop its payments	Exists [Sections 6.1.13, 6.1.14 and 6.1.17 of the Draft Trust Deed]
A material adverse change occurred in the Company's business, and there is a real concern that the Company will not be able to repay its debts to the bondholders	Exists [Section 6.1.18 of the Draft Trust Deed]
Real concern that the Company will not meet its material obligations towards the bondholders	Exists [Section 6.1.19 of the Draft Trust Deed]
Suspension or delisting from the Stock Exchange	Exists [Sections 6.1.9 and 6.1.22 of the Draft Trust Deed]	Except for suspension on the grounds of the creation of uncertainty (as the meaning of this cause in the fourth part of the TASE Regulations), and the suspension was not canceled within 60 days.
Cross Default/Cross Acceleration: (In case of non-payment of other debts or in case of immediate repayment of other debts)	Exists [Section 6.1.8 of the Draft Trust Deed]	If one of the following was called for immediate repayment: 1. Another series of BONDS issued by the Company, whether traded on the stock exchange or not; or 2. Debt or debts of the Company or a consolidated company towards a financial institution and/or several financial institutions and/or any other financial creditor and/or several other financial creditors, including an institutional entity (except for debt that is Non-Recourse to the Company), in an aggregate scope exceeding the lower of: (1) 150 million US Dollars or (2) 15% of total Company's liabilities towards financial institutions, provided that calling such debt for immediate repayment is not canceled within 21 business days from the date it was called for repayment.

The Cause	Exists (Section No.)/Does not exist	Comments
		as stated for immediate repayment. All said data is according to the Company's last consolidated financial statements before the date of such immediate repayment call. For the purpose of this section, "Financial Entity" means - any body whose business is providing loans, which provided the Company with any financing.
Cessation of rating	Exists [Section 6.1.10 of the Draft Trust Deed]	Due to reasons or circumstances that are under the Company's control.
Rating downgrade	Does not exist
Change of control	Exists [Section 6.1.12 of the Draft Trust Deed]	If control of the Company is transferred without receiving the required approvals according to the Government Companies Order (Declaration of Vital Interests of the State in Oil Refineries Ltd.), 2007, as far as required. For the purpose of this sub-section, "Control Transfer" - a transaction as a result of which Israel Petrochemical Enterprises Ltd. ("IPE") and the sole permit holders according to the control permit dated September 5, 2022 (by themselves or through subsidiaries under their full control or their controlling shareholders), will cease to be controlling shareholders in the Company, directly or indirectly; "Control" - as defined in the Securities Law (including holding "together with others", as defined in the Securities Law). A transaction of IPE that constitutes a reorganization of its holdings, within the framework of which control of the Company will be transferred to the current controlling shareholders in IPE or to another company under their control, will not be considered a control transfer for this purpose.
Breach of obligations regarding structural changes, mergers and acquisitions	Exists [Section 6.1.7 of the Draft Trust Deed]
"Going concern" note	Exists [Section 6.1.28 of the Draft Trust Deed]	In the event that a "going concern" note is recorded in the Company's financial statements for a period of two (2) consecutive quarters and there is a reasonable concern that the Company will not meet its material obligations towards the bondholders (Series 17).

Urgent Representation

There are provisions regulating the appointment of an urgent representation.

Applicable Law and Jurisdiction

The applicable law is determined: Israeli Law. [Section 31 of the Draft Trust Deed]
The jurisdiction is determined: The competent court in Tel Aviv-Jaffa. [Section 31 of the Draft Trust Deed]

Oil Refineries Ltd.

Oil Refineries Ltd. ("The Company")

Date: May 25, 2026

Summary of Provisions in the Issuance

Further to the Draft Trust Deed for the BONDS (Series 18) of the Company dated May 25, 2026, below is a summary of the provisions in the issuance.

It should be emphasized that the Draft Trust Deed is only a draft. The binding version will be the final version of the Trust Deed, which will be attached to the Shelf Offering Report according to which the BONDS (Series 18) will be offered to the public, if and as published and if and as the required approvals under law for the publication of the Company's Shelf Prospectus are received. In the event of a conflict between the version of the provisions of the Draft Trust Deed and this document, the provisions of the Draft Trust Deed shall prevail.

Publication of the Shelf Offering Report is subject to receiving the required approvals by law, including the Company's board of directors' approval of the issuance terms and the publication of the Shelf Offering Report and the approvals of The Tel-Aviv Stock Exchange Ltd. ("TASE"), which as of the date of this document have not yet been received.

It should be clarified that as of the date of this document, there is no certainty regarding the execution of the issuance, its timing, scope, and terms, and nothing stated in this document shall constitute a public offering or an invitation to purchase securities.

This document describes in summary and in general only part of the terms of the issuance documents. It is not exhaustive and does not replace a full reading of the binding documents.
In this document "the Circular" means Institutional Entities Circular 2010-9-3 regarding provisions for the investment of institutional entities in non-governmental bonds (in its latest version, including any clarification given to it).

Status of the BONDS

☐ The BONDS are secured by collateral.

Concise detail of the collateral: _________

In case there is a "seniority" ranking between series in the Company:

☐ The BONDS include provisions granting them a senior status relative to the Company's BONDS 615 series:

Seniority relative to: _________

Summary of seniority provisions: _________

☐ The BONDS include provisions granting them a junior status relative to the Company's BONDS 615 series:

Juniority relative to: _________

Summary of juniority provisions: _________

☑ The BONDS are not secured and their terms do not include provisions creating a "seniority" ranking between series.

Listing for Trading

☐ There is an explicit determination regarding the registration of the BONDS for trading on the Stock Exchange or in the trading system for institutional entities operated by the Stock Exchange ("TASE UP"). [Section 4.2 of the Draft Trust Deed]

Restrictions on "diluting" actions

☐ There are restrictions on taking additional financial debt: [Section 2.6 of the Draft Trust Deed]

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Series expansion is subject to compliance with various conditions as detailed in Section 2.6 of the draft Trust Deed, including prior approval from a rating agency for the rating of the additional BONDS that is not lower than the rating of the existing BONDS (Series 18) at that time. Furthermore, no series expansion will be performed if any of the following conditions occur: A. After and as a result of the expansion of the BONDS series, the Company does not meet all the financial covenants set forth in Section 4.4 of the Trust Deed or if at the time of the expansion the Company does not meet all said financial covenants, all in accordance with its latest financial statements published prior to the date of the additional issuance, and this is without taking into account the cure and waiting period regarding those financial covenants; B. To the extent that a cause for immediate repayment exists as stated in Section 6.1 of the draft Trust Deed before the expansion of the BONDS series, or after and as a result of it; C. The Company breaches any of its material obligations according to the Trust Deed or the series expansion would bring the Company to a breach of any of its material obligations to the BONDS holders according to the Trust Deed. BONDS from other series or securities series that are debt not secured by any collateral, if and to the extent they are issued by the Company, shall not have preference over the BONDS (Series 18) in the liquidation of the Company. Furthermore, to the extent that the Company issues an additional series backed by collateral, the Company shall not stipulate in the Trust Deed of that series that they shall be preferred during liquidation relative to the BONDS (Series 18) except regarding the collateral itself. The Company will provide the trustee with a certificate signed by a senior officer in the Company regarding compliance with the conditions detailed above prior to the performance of the additional series issuance. It will be clarified that any issuance of an additional series, if issued to the public, as detailed above, is subject to the approval of the TASE.

☐ There is an undertaking for non-creation of pledges ("Negative Pledge"): [Sections 5.2 and 5.3 of the draft Trust Deed]

The Company undertakes that until the full, final, and precise settlement of the debt under the terms of the BONDS, it will not create any pledge on any of its existing and future assets and rights in favor of a third party without the need to obtain the consent of the BONDS holders or the Trustee, except subject to all the conditions detailed in Section 5.3 of the draft Deed and the creation of a parallel pledge in favor of the BONDS holders (Series 18), which shall be of the same type, on the same asset, and of the same rank Pari Passu according to the ratio of the debts, as they shall be at that time, towards the third party and towards the BONDS holders (Series 18), to secure the full obligations of the Company in respect of the BONDS (Series 18).

Financial Covenants

☐ There are undertakings to comply with financial covenants: Equity shall not be less than 720 million USD, according to two consecutive financial statements; The ratio between the Company's Equity plus owner loans taken by the Company (if and to the extent there are such in the future) and the Company's total balance sheet, shall not be less than 17.5% according to two consecutive financial statements. For the purpose of calculating the said ratio, the owner loans (principal only) will be included in the Company's Equity as long as according to their terms, their repayment date (principal and interest) is deferred until after the final repayment of the BONDS (Series 18) and as long as their status (principal and interest) in liquidation is junior to that of the BONDS (Series 18); "Net debt" divided by "Annual Adjusted EBITDA" shall not exceed 8, according to two consecutive financial statements; Cash, as defined in the Trust Deed, at the end of each calendar quarter shall not be less than 50 million USD, according to two consecutive financial statements. Definitions of the terms detailed above are included in the Definitions section and in Section 4.4 of the draft Trust Deed. [Definitions section and Section 4.4 of the draft Trust Deed]

Restrictions on "Distribution"

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There is an explicit determination whether there are restrictions on the Company regarding dividend distribution or buybacks of shares.

[Section 4.3 of the draft Trust Deed]

There are restrictions on "Distribution":

The Company undertakes that until the full, final, and precise settlement of the debt under the terms of the BONDS, it will not perform a distribution (as defined in the Companies Law, 5759-1999 ("the Companies Law")) including any buyback, and specifically will not declare, pay or distribute any dividend, if any of the following cases occur, including a situation where, if a distribution is performed, one of the following cases will occur as a result of the distribution, as stated: there is a cause for immediate repayment as stated in Section 6.1 of the Trust Deed (without taking into account the waiting and correction periods listed in the section); there is a breach of any of the Company's material obligations according to the provisions of the Trust Deed; according to the latest financial statements published by the Company, the Company does not comply with any of the financial covenants as stated in Section 4.4 of the Trust Deed (without taking into account the cure and waiting periods regarding those financial covenants); Equity is lower than 760 million USD according to the latest financial statements published by the Company: the ratio of Equity to total balance sheet calculated according to Section 4.4.2 of the Trust Deed, is lower than 21% according to the latest financial statements published by the Company; no distribution will be performed if any of the "warning signs" occur, as this term is defined in the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("the Reports Regulations"): for the avoidance of doubt, it is clarified that in a case where the Company's Board of Directors determines that in circumstances as stated in Regulation 10(b)(14)(a)(4) of the Reports Regulations there is no indication of a liquidity problem in the Company, taking the distribution into account, the Company shall be entitled to perform a distribution: the distribution does not harm the Company's ability to repay the BONDS (Series 17), in accordance with the solvency test under the Companies Law regarding that distribution. [Section 4.3 of the draft Trust Deed]

There are restrictions on owner loan repayment:

The Company undertakes that as long as any of the conditions detailed in Sections 4.3.1 to 4.3.7 of the Trust Deed regarding distribution occur, it will not repay in any way owner loans provided to it (including not performing payments for principal or interest regarding the said owner loans), until after the full, final, and precise settlement of the debt under the terms of the BONDS. [Section 4.3 of the draft Trust Deed]

Restrictions on "controlling shareholders transactions"

☐ There are restrictions on "controlling shareholders transactions".

Structural Changes

☐ There are restrictions on change of control: see the "Grounds for Immediate Repayment" table. [Section 6.1.12 of the draft Trust Deed]
☐ There are restrictions on merger and acquisition transactions: see the "Grounds for Immediate Repayment" table. [Section 6.1.7 of the draft Trust Deed]

Rating

☐ The BONDS are rated:

The rating agency Standard and Poor's Maalot announced a rating of $\mathrm{iA+}$ for the BONDS (Series 18).

[Within the preamble of the draft Trust Deed "Whereas" number 2]

☐ There is an undertaking to maintain rating continuity. [Section 6.1.10 and Section 15.9 of the draft Trust Deed]

There are adjustment provisions for the BONDS terms upon a rating downgrade:

If the rating is reduced by two notches or more from the rating of $\text{ilA} +$ ("the Base Rating") of the rating agency, the annual interest rate that the outstanding balance of the BONDS (Series 18) will bear will increase by the rate detailed below ("the additional interest rate"), above the base interest rate or above the interest rate on the outstanding balance of the BONDS (Series 18) as it was before the rating reduction, in the event the interest rate already increased previously according to the provisions of Section 7.5 of the First Appendix to the Trust Deed or Section 7.6 of the First Appendix to the Trust Deed, whichever is higher, as detailed below: (a) if the reduced rating is two notches lower than the Base Rating, the interest rate will increase by $0.5\%$ ; (b) if the reduced rating is three notches lower than the Base Rating, the interest rate will increase by $0.75\%$ ; (c) if the reduced rating is four notches lower than the Base Rating, the interest rate will increase by $1\%$ . For the avoidance of doubt, it is clarified that in no case (except due to the addition of arrears interest as stated in Section 7.4 of the "Terms on the Reverse Side", and except for a case where the events detailed in Section 7.6.1 of the "Terms on the Reverse Side" apply to the BONDS) shall the additional interest rate exceed $1\%$ . The changes in the interest rate as a result of a rating downgrade, as stated in Section 7.5 of the Terms Registered on the Reverse Side, and/or as a result of the Company's failure to meet covenants as stated in Section 7.6 of the Terms Registered on the Reverse Side, are cumulative and independent of each other, provided that in any case the interest rate added to the base interest by virtue of Sections 7.5 and 7.6 of the Terms Registered on the Reverse Side shall not exceed the maximum additional interest rate which is up to a rate of $1.5\%$ . [Sections 7.5-7.6 of the "Terms Registered on the Reverse Side" of the draft Trust Deed]

There is an explicit determination whether the Company undertakes not to replace the rating agency and if it changes, undertakes to publish the reasons for the replacement. Comments:

The Company shall be entitled, at its sole discretion, to replace the rating agency throughout the life of the BOND, provided that the replacement rating agency as stated is a rating agency as defined in Section 1.4 of the Trust Deed. The Company will not require approval from the Trustee or the BOND holders for the purpose of replacing the rating agency as stated. In the event that the Company replaces on its own initiative the rating agency (or one of them, to the extent the Company is rated by more than one rating agency) or terminates its work, even in a case where the BONDS are rated by more than one rating agency, the Company will publish an immediate report detailing the reasons for the replacement of the rating agency or for the termination of its work, within one trading day from the date of the event. If the BONDS cease to be rated (meaning - they will not be rated by any rating agency), the Company will publish a notice regarding the reasons for the termination of the rating immediately and no later than one business day from the date of the rating termination. [Section 15.9 of the draft Trust Deed]

Grounds for Immediate Repayment

Ground	Exists (Section No.)/ Does not exist	Comments
Non-payment	Exists [Sections 6.1.1, 6.1.14 and 6.1.18 of the draft Trust Deed]
Fundamental breach or breach of material obligations	Exists [Sections 6.1.1, 6.1.19 and 6.1.26 of the draft Trust Deed]

Ground	Exists (Section No.)/Does not exist	Comments
Misrepresentation	Exists
[Section 6.1.27 of the draft Trust Deed]
Breach of specific obligations - restrictions on raising additional debt including restrictions on series expansion	Exists
[Section 6.1.23 of the draft Trust Deed]
Breach of specific obligation - non-creation of pledges (negative pledge)	Exists
[Section 6.1.24 of the draft Trust Deed]
Breach of specific obligation - restrictions on distribution	Exists
[Section 6.1.20 of the draft Trust Deed]
Breach of specific obligation - restrictions on controlling shareholders transactions	Does not exist
Breach of specific obligation - failure to publish financial statements by the required date	Exists
[Section 6.1.21 of the draft Trust Deed]	If the Company does not publish financial statements that it is required to publish by any law or by the provisions of the Trust Deed, within 30 days of the last date on which it is required to publish them.
Breach of specific obligation - financial covenants	Exists
[Section 6.1.16 of the draft Trust Deed]	Non-compliance by the Company with one or more of the financial covenants set forth in Sections 4.4.1 to 4.4.4 of the draft Trust Deed (and for the avoidance of doubt, based on two consecutive quarterly financial statements as stated in these sections). Notwithstanding the above, in the event that the rate of deviation from those financial covenants in which the Company is in deviation according to the second financial statement of them does not exceed 10% of the values set for those financial covenants, the cause for immediate repayment shall only apply if the deviation from the aforementioned financial covenants also exists in the following financial statements.
Liquidation decision, final and absolute liquidation order or any order with a similar or identical result under the Insolvency Law	Exists
[Section 6.1.6 of the draft Trust Deed]	(Except for the purpose of a merger with another entity, which does not constitute a cause for immediate repayment according to the provision of Section 6.1.7 of the draft Trust Deed).
Temporary liquidation order, appointment of a temporary liquidator or any judicial decision of a similar nature, including under the Insolvency Law	Exists
[Section 6.1.2 of the draft Trust Deed]

Ground	Exists (Section No.)/ Does not exist	Comments
Imposition of an attachment or performance of an execution action	Exists
[Section 6.1.3 of the draft Trust Deed]	If an attachment is imposed on a material asset or if an execution action is performed against a material asset or a pledge is realized against a material asset and the attachment is not removed or the action is not canceled within forty-five (45) days from the date of their imposition or performance, as applicable.

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The Grounds	Exists (Section No.)/Does Not Exist	Notes
Requests for receivership or appointment of a temporary receiver, order for appointment of a permanent receiver	Exists [Sections 6.1.4 and 6.1.5 of the draft Trust Deed]	Requests for receivership or for the appointment of a receiver (temporary or permanent) for the Company or a material asset, or if an order is granted for the appointment of a temporary receiver or a temporary trustee, as defined in the Insolvency Law.
The Company's request for a compromise or arrangement with its creditors under Section 350 of the Companies Law	Exists [Section 6.1.15 of the draft Trust Deed]	A) If the Company files a request for a stay of proceedings or opening of proceedings according to the provisions of the Insolvency Law or if such an order is granted or if the Company files a request for a compromise or arrangement with its creditors under Section 350 of the Companies Law or according to the provisions of the Insolvency Law (except for the purpose of a merger with another entity according to the provisions of Section 6.1.7 of the Trust Deed and/or a change in the Company's structure or a split that are not prohibited under the terms of the Deed, and except for arrangements between the Company and its shareholders that are not prohibited under the terms of this Deed and that do not affect the Company's ability to repay the BONDS) or if the Company presents to its creditors in another way such a compromise or arrangement, against the background of the Company's inability to meet its obligations on time; or - (B) If a request is filed under Section 350 of the Companies Law or according to the provisions of the Insolvency Law against the Company (without its consent) which was not rejected or canceled within 45 days from its filing date.
The Company has ceased or announced its intention to cease managing its business, the Company has stopped or announced its intention to stop its payment	Exists [Sections 6.1.13, 6.1.14 and 6.1.17 of the draft Trust Deed]
A material adverse change has occurred in the Company's business, and there is a real concern that the Company will not be able to repay its debts to the BONDS holders	Exists [Section 6.1.18 of the draft Trust Deed]
Real concern that the Company will not meet its material obligations towards the BONDS holders	Exists [Section 6.1.19 of the draft Trust Deed]
Suspension or delisting from TASE trading	Exists [Sections 6.1.9 and 6.1.22 of the draft Trust Deed]	Except for suspension on the grounds of unclarity (as this ground is defined in the fourth part of the TASE Regulations), and the suspension was not canceled within 60 days.

The Grounds	Exists (Section No.)/Does Not Exist	Notes
Cross Default/Cross Acceleration: Cross Default (in case of non-payment of other debts or in case of immediate repayment call of other debts)	Exists [Section 6.1.8 of the draft Trust Deed]	If one of the following was called for immediate repayment: 1. Another series of BONDS issued by the Company, whether traded on the TASE or not; or 2. Debt or debts of the Company or a consolidated company towards a financial institution and/or several financial institutions and/or any other financial creditor and/or several other financial creditors, including an institutional body (except for debt that is non-recourse to the Company (Non-Recourse)), in an aggregate amount exceeding the lower of: (1) 150 million US dollars or (2) 15% of the Company's total liabilities towards financial institutions, provided that such immediate repayment call of debt is not canceled within 21 business days from the date of the call.
The Grounds	Exists (Section No.)/Does Not Exist	Notes
---	---	---
		immediate as stated. All the aforementioned data are in accordance with the Company's latest consolidated financial reports before the date of the immediate repayment call as stated. For the purpose of this section, 'financial entity' means - any body whose business is providing loans, which provided any financing to the Company.
Cessation of rating	Exists [Section 6.1.10 of the draft Trust Deed]	Due to reasons or circumstances that are under the Company's control.
Rating downgrade	Does Not Exist
Change of control	Exists [Section 6.1.12 of the draft Trust Deed]	If control of the Company is transferred without the required approvals received in accordance with the Government Companies Order (Declaration of Essential Interests of the State in Oil Refineries Ltd), 2007, as far as required. For the purpose of this subsection 'transfer of control' - a transaction as a result of which Israel Petrochemical Enterprises Ltd ('IPE') and the sole permit holders under the control permit dated September 5, 2022 (by themselves or through subsidiaries under their full control or their controlling shareholders), cease to be controlling shareholders in the Company, directly or indirectly; 'control' - as defined in the Securities Law (including holding 'together with others', as defined in the Securities Law). A transaction of IPE that constitutes a reorganization of its holdings, within which control of the Company will be transferred to the current controlling shareholders in IPE or to another company under their control, shall not be considered for this purpose as a transfer of control.
Breach of obligations in connection with structural changes, mergers and acquisitions	Exists [Section 6.1.7 of the draft Trust Deed]

The Grounds	Exists (Section No.)/Does Not Exist	Notes
'Going Concern' warning	Exists [Section 6.1.28 of the draft Trust Deed]	In the event that a 'Going Concern' warning is recorded in the Company's financial reports for a period of two (2) consecutive quarters and there is a reasonable concern that the Company will not meet its material obligations towards the BONDS holders (Series 18).

Urgent Representation

☐ There are provisions regulating the appointment of an urgent representation.

Governing Law and Jurisdiction

☐ Governing law is determined: Israeli Law. [Section 31 of the draft Trust Deed]
☐ Jurisdiction is determined: The competent court in Tel Aviv-Yafo. [Section 31 of the draft Trust Deed]

Oil Refineries Ltd

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5/27/2026 (10:30:12 AM) v1.2.5

AI assistant

Bazan Oil Refineries Ltd. — Capital/Financing Update 2026

6683_rns_2026-05-27_03c3ceed-68e3-4453-9da6-c07ee4496d9c.pdf

Oil Refineries Ltd.

Subject: Publication of drafts for trust deeds for the BONDS (Series 17 and Series 18) - new series which the Company is examining the possibility of issuing

Second drafts of the trust deeds for the BONDS (Series 17 and Series 18) and summary of terms documents

Trust Deed (Series 17)

2. Issuance of the BONDS

3. Purchase of BONDS by the Company and/or a Related Person

4. Company Obligations

4.3. Restrictions on Distribution

4.4. Financial Covenants

6. Acceleration of Payment and/or Realization of Collateral (to the extent there will be any)

7. Claims and Proceedings by the Trustee

8 Trust on the Proceeds

9. Authority to delay distribution of funds

10. Notice of distribution

11. Refraining from payment for a reason beyond the Company's control

12. Receipt from the BOND holder

13. Applicability of the Securities Law and TASE rules

14. Investment of funds

15. The Company's obligations toward the Trustee

15.13. Additional Obligations

16. Powers of Attorney

17. Other Agreements

18. Trustee's Fee

19. Special Powers

20. Trustee's Authority to Employ Agents

21. Indemnification of the Trustee

21.5. 'The Entitlement to Indemnification':

The funds shall be collected in the following manner:

22. Notices

.24 Register of Holders

.25 Expiration of the Trustee's Term and Appointment of a New Trustee

29. Reports on Trust Affairs

30. Presentation of a BOND to the Trustee and Recording in Connection with Partial Payment

31. Applicable Law and Jurisdiction

32. Addresses

33. Authorization for MAGNA

In witness whereof the parties have set their hands:

The First Appendix to the Trust Deed

Oil Refineries Ltd.

BOND (Series XVII) ("the BOND")

Registered BOND in the name of

The Terms Registered Overleaf

5. General

6. Principal of the BONDS (Series XVII)

7. The Interest of the BONDS (Series XVII)

7.6. Adjustment Mechanism for Interest Rate Changes as a Result of a Rating Change

7.7. Adjustment Mechanism for Interest Rate Changes as a Result of Non-Compliance with Financial Covenants

11. Transfer of the bond

Register of HOLDERS of BONDS

General Provisions

Collateral

Early Redemption

15.1. Early Redemption at the Initiative of the TASE

15.2. Early Redemption at the Initiative of the Company

16. Changes in the terms of the BOND

17. Receipt from the BONDS holder

18. Replacement of the BOND certificate

19. Governing Law and Jurisdiction

20. Notices

1. Summoning meetings

2. Chairman

3. Quorum

4. Adjourned meeting

5. Voting at the meeting

6. Minutes

7. Position Statements

Appendix A to the Trust Deed

1. Appointment; Term of Office

2. Authority

3. The Company's Obligations Regarding the Representation

4. Liability

Appendix B - Confidentiality Undertaking

Subject: Confidentiality Undertaking

Sincerely,

Appendix C - Illustrative Example of the Method for Calculating the Company's Compliance with Financial Covenants

1. Minimum Equity

2. The Company's Equity plus owner loans taken by the Company (if and to the extent there are any in the future) to the Company's total balance sheet

Bazan Oil Refineries Ltd. Capital/Financing Update 2026