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Danya Cebus Ltd.

Notice of Dividend Amount Dec 7, 2025

6740_rns_2025-12-07_7457477f-cd35-4bcf-a290-9e71308e44fe.pdf

Notice of Dividend Amount

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DANYA CEBUS LTD.

Company Number: 512569237

To: Israel Securities Authority

Website: www.isa.gov.il

To: Tel Aviv Stock Exchange Ltd. Website: www.tase.co.il

Form Number: T081 (Public) Sent via Magna: 07/12/2025 Reference: 2025-01-097366

Supplementary Report to Report Submitted on 13/11/2025

Reference Number: 2025-01-086726

Main details that were added/completed:

Updated the dividend amount per security as a final amount.

Immediate Report on Cash Dividend Distribution for Securities

Regulation 37(a) of the Securities Regulations (Periodic and Immediate Reports), 1970

  1. We hereby report that on 12/11/2025 it was decided to pay a dividend.

  2. Record date (ex-date): 09/12/2025

Payment date: 05/01/2026

3. Payment Details

  • Dividend distributed by an Israeli resident company (composition of dividend sources and tax rates see section 7A)
  • Dividend distributed by a Real Estate Investment Trust (composition of dividend sources and tax rates see section 7C)
Security
Number
Security
Name
Dividend Amount
per Security
Dividend
Amount
Currency
Payment
Currency
Representative Rate for
Payment Date
Individual
Tax %
Corporate
Tax %
1173137 Ordinary
Shares
1.2196979 NIS NIS [blank] 25 0

Dividend distributed by a foreign resident company (tax rates see section 7B)

Note: The dividend amount to be paid must be specified to a precision of up to 7 digits after the decimal point if the currency is NIS, and up to 5 digits if in another currency.

    1. The total amount of dividend to be paid is: 40,000,000 NIS.
    1. The balance of the corporation's profits as defined in section 302 of the Companies Law, 1999, after the distribution referred to in this report is:

288,087,000 NIS

  1. Dividend approval procedure: Decision of the Board of Directors

The above distribution is not with court approval according to section 303 of the Companies Law: No

Final dividend amount per share is subject to changes due to: [blank]

It is possible to update the final dividend amount per share up to 2 trading days before the record date.

7. The following withholding tax rates are for the purpose of withholding tax by the members of the stock exchange.

7A. Composition of sources of dividend distributed by an Israeli resident company from shares and financial instruments excluding a REIT

% of
Dividend
Individuals Companies Foreign
Residents
Income taxed as corporate tax (1) 100 25% 0% 25%
Income originating from abroad (2) 0 25% 23% 25%
Income from preferred/approved enterprise (3) 0 15% 15% 15%
Income from preferred enterprise Ireland until 2013 (4) 0 15% 15% 4%
Income from preferred enterprise Ireland from 2014 (5) 0 20% 20% 4%
Preferred income 0 20% 0% 20%
Income from approved tourism/agricultural enterprise (6) 0 20% 20% 20%
Income from approved/preferred enterprise with waiver
notice (7)
0 15% 0% 15%
Distribution classified as capital gain 0 25% 23% 0%
Distribution by participating unit 0 0 0 0
Other 0 0 0 0

Explanations:

    1. Corporate tax liable income income from profit distribution or dividends sourced from incomes generated or accrued in Israel, received directly or indirectly from another entity liable to corporate tax.
    1. Income originated abroad is income generated/accrued from abroad and not taxed in Israel.
    1. Including income from a preferred tourism plant where the selection/operation year is up to 2013.
    1. Preferred plant Ireland, year of choice up to 2013.
    1. Preferred plant Ireland, year of choice from 2014 onwards.
    1. Including income from a preferred tourism plant where the selection/operation year is from 2014 onwards.
    1. Approved/preferred plant that submitted a waiver notice by 30/6/2015 after deduction of corporate tax owed.

7B. Dividend distributed by a foreign resident company

Individuals Companies Foreign Residents
Dividend distributed by a foreign resident company 25% 23% 0%

7C. Dividend distributed by a Real Estate Investment Trust (REIT)

% of
Dividend
Individuals Companies Foreign Company
Residents
Exempt
Mutual Fund
Provident
Fund (2)
Real estate capital gain, capital
gain and depreciation (3)
[blank] 25% 23% 23% 0% 0%
Other taxable income (e.g., rent) [blank] 47% 23% 23% 23% 0%
Income from yield real estate for
rental housing
[blank] 20% 20% 20% 0% 0%
Income taxed by the fund (4) [blank] 25% 0% 25% 0% 0%
Extraordinary income [blank] 70% 70% 70% 60% 70%
Other [blank] [blank] [blank] [blank] [blank] [blank]
Weighted withholding tax rate 100% [blank] [blank] [blank] [blank] [blank]

Explanations:

    1. Individuals: Including taxable mutual funds, individual and foreign resident individuals.
    1. Provident funds for pension or compensation as defined in the Income Tax Ordinance and foreign pension funds resident in a reciprocating country.
    1. From real estate appreciation or capital gain, except from sale of real estate held for a short period, also including income for the amount of depreciation expenses.
    1. Distribution from income taxed by the fund according to section 64A4(e).

8. Number of dormant securities of the corporation not entitled to a dividend and for which a waiver letter for receiving the dividend payment should be submitted: 0

9. Impact of the dividend distribution on convertible securities:

  • The company has no convertible securities
  • The dividend distribution has no impact on the convertible securities.
  • The impact of the dividend on the convertible securities is as follows:
Security
Name
Security
Number
Notes
Warrants 21 1174747 Exercise price of each warrant not yet exercised will be reduced by the amount of the
dividend in new Israeli shekels per share.
Warrants 23 1195056 Exercise price of each warrant not yet exercised will be reduced by the amount of the
dividend in new Israeli shekels per share.

10. Recommendations and decisions of the directors regarding the dividend distribution according to Regulation 37(a) (1) of the Securities Regulations (Periodic and Immediate Reports), 1970:

As stated above, the dividend distribution amounting to NIS 40 million was approved by the company's Board of Directors in its meeting on 12.11.2025, during which the Board discussed the company's consolidated financial statements as of 30.9.2025 and its (solo) financial statements as of 30.9.2025 as well as the company's cash flow report for the years 2025-2030 and determined that the company meets the distribution tests outlined in section 302 of the Companies Law 1999 (hereinafter: "the Companies Law"), as detailed below.

Regarding the "profit test", it is noted that as of 30.9.2025, the company's distributable profits (prior to the distribution) amount to about NIS 288.1 million and, after the dividend distribution, the balance of distributable profits is approximately NIS 248 million. Therefore, the profit test is met.

Regarding compliance with the "solvency test," it is noted that the company's Board of Directors examined, among other things, the company's reviewed financial statements as of 30.9.2025 and the explanations provided by the company's management on the matter, including a review of the company's projected cash flow for a five-year period, the equity attributable to shareholders, the sources of funding available to the company, including cash balances, the company's compliance with its financial covenants, and the impact of the distribution on the above. The Board also examined the company's ability to meet its existing and anticipated cash requirements.

In light of the above, the company's Board of Directors believes that the dividend distribution is not expected to materially adversely affect the company's financial condition, does not impair its ability to meet existing and future financial requirements, and there is no reasonable concern that the distribution will prevent the company from fulfilling its existing and foreseeable obligations when due. Additionally, according to the Board's assessment, the distribution is not expected to impact the company's capital structure, leveraging level, liquidity status, or its ability to continue its business in its current form. Accordingly, the Board of Directors determined that the dividend distribution meets both the profit test and the solvency test required by Section 302 of the Companies Law.

The Board further believes that distributing the dividend will share the company's profits with its shareholders and yield returns for their investment in the company.

Details of the authorized signatories to sign on behalf of the corporation

# Name Role
1 Amir Doron CFO and Controller

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted pursuant to these regulations shall be signed by those authorized to sign on behalf of the corporation. The staff position regarding this can be found on the authority's website: Click here

Previous document reference numbers on the subject (mentioning is not considered incorporation by reference):

[No previous references were provided]

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Date of form structure update: 21/10/2025

Short name: DANYA CEBUS

Address: 1 Yoni Netanyahu St., Or Yehuda, 6025603 | Tel: 03-5383838 | Fax: 03-6340340

Email: [email protected] | Company website: www.danya-cebus.co.il

Previous names of the reporting entity:

None provided.

Electronic signatory name: Shay Maya | Role: Company Secretary

Employer company name: [Blank]

Address: 1g Yoni Netanyahu St., Or Yehuda, 6025603 | Tel: 03-5383838 | Fax: 03-6340340 | Email: [email protected]

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