Delek Group — Capital/Financing Update 2026

Jun 5, 2026

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. .

Delek Group Ltd. ("the Company")

To

Israel Securities Authority
22 Kanfei Nesharim St.,
Jerusalem

To

The Tel Aviv Stock Exchange Ltd.
2 Ahuzat Bayit St.,
Tel Aviv

June 5, 2026

Dear Sir/Madam,

Re: Private placement of BONDS (Series 40) and BONDS (Series 41) of the Company by way of expansion of listed series in a total volume of approximately NIS 450 million

The Company is pleased to announce that on June 4, 2026, the Company's Board of Directors approved a private placement to investors listed in the First Addendum to the Securities Law, 1968 (hereinafter: the "Offerees" and the "Securities Law", respectively) of NIS 246,132,000 par value BONDS (Series 40) and NIS 175,060,000 par value BONDS (Series 41) of the Company (hereinafter together: the "Private Placement"). The immediate gross proceeds to be received by the Company in the framework of the Private Placement amount to a total sum of approximately NIS 450 million (hereinafter: the "Additional BONDS (Series 40) and (Series 41)"). Approximately NIS 200 million of the proceeds will be used for the repayment of short-term bank debt and the balance will be used by the Company for its ongoing activities.

The following are additional details regarding the Private Placement:

1. BONDS (Series 40):

1.1 The BONDS (Series 40) bearing fixed annual interest at a rate of 5.69%, which are not linked (principal and interest) to any index, were first issued to the public according to a shelf offering report dated February 9, 2025, by virtue of a shelf prospectus of the Company dated May 30, 2022, bearing the date May 31, 2022 (Reference No.: 2022-01-054966) (hereinafter: the "Series 40 Shelf Offering Report"). The BONDS (Series 40) were expanded according to a private placement report dated June 4, 2025.

1.2 As of this date (prior to the execution of the Private Placement), the amount of BONDS (Series 40) in circulation totals NIS 1,563,725,000 par value BONDS (Series 40). After the issuance of the BONDS (Series 40) within the framework of the Private Placement, the amount of BONDS (Series 40) in circulation will total NIS 1,809,857,000 par value BONDS (Series 40).

1.3 Pursuant to the Private Placement subject of this report, a total of 246,132,000 NIS par value BONDS (Series 40) will be allocated, which will be added according to the Private Placement subject of this report (hereinafter: the "Additional BONDS (Series 40)"), which will be allocated at a price of NIS 1.0708 for every 1 NIS par value BONDS (Series 40) and for a total consideration of approximately NIS 263,558 thousand.

1.4 The terms of the Additional BONDS (Series 40) are identical to the terms of the BONDS (Series 40) in circulation, as described in the Series 40 Shelf Offering Report and in the trust deed for the BONDS (Series 40) attached to it, and they will constitute, starting

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

from the date of their allocation, one series for all intents and purposes together with the BONDS (Series 40) in circulation. The Additional BONDS (Series 40) will stand at an equal level of security, pari passu, among themselves and between them and the BONDS (Series 40) in circulation, without any right of preference or priority of one over the other.

For the removal of doubt, the Additional BONDS (Series 40) will not confer a right to the payment of principal and/or interest for the BONDS (Series 40) for which the record date for payment falls prior to the date of their issuance. Therefore, the purchasers of the Additional BONDS (Series 40) will be entitled to a first interest payment for the BONDS (Series 40) on June 30, 2026, at a rate of $2.845\%$ , and to a first principal payment on June 30, 2028, at a rate of $10\%$ .

1.5. For details regarding the terms of the BONDS (Series 40), see the Series 40 Shelf Offering Report and the trust deed prepared and signed on February 9, 2025, between the Company and Reznik Paz Nevo Trusts Ltd. (hereinafter: "Reznik"), and which was published on February 11, 2025 (Reference No.: 2025-01-010141) (above and hereinafter: the "Series 40 Trust Deed"), which is brought in this report by way of reference.
1.6. The Additional BONDS (Series 40) will be issued without discount as the Additional BONDS (Series 40) are allocated as stated at a price of NIS 1.0708, which is above their adjusted value as of June 4, 2026 - NIS 1.0242, for each 1 NIS par value of the BONDS (Series 40).
1.7. The expansion of the series of BONDS (Series 40) as stated in Section 3.5 of the Series 40 Trust Deed, requires, among other things, approval from the rating agency that the expansion of the series will not lead to a downgrade of the rating of the BONDS (Series 40). The Company applied to Midroog Ltd. (above and hereinafter: the "Rating Agency") to receive such approval. Except for the aforementioned and except for the TASE approval (as defined in Section 4 below), the Company meets the other conditions for the expansion of the series stipulated in Section 3.5 of the Trust Deed for Series 40 and will provide approval thereof to Reznik as required under the Series 40 Trust Deed.
2. BONDS (Series 41);
2.1. The BONDS (Series 41), bearing a fixed annual interest of $5.68\%$ , which are not linked (principal and interest) to any index, were first issued to the public according to a shelf offering report dated September 4, 2025, by virtue of a shelf prospectus of the Company dated May 21, 2025, bearing the date May 22, 2025 (Reference No.: 2025-01-035791) (hereinafter: the "Series 41 Shelf Offering Report"). The BONDS (Series 41) were expanded according to a private placement report dated December 18, 2025.
2.2. As of this date (prior to the execution of the Private Placement), the amount of BONDS (Series 41) in circulation totals NIS 1,740,885,000 par value BONDS (Series 41). After the issuance of the BONDS (Series 41) within the framework of the Private Placement, the amount of BONDS (Series 41) in circulation will total NIS 1,915,945,000 par value BONDS (Series 41).
2.3. Pursuant to the Private Placement subject of this report, a total of 175,060,000 NIS par value BONDS (Series 41) will be allocated, which will be added according to the Private Placement subject of this report (hereinafter: the "Additional BONDS (Series 41)"), which will be allocated at a price of 1.065 for every 1 NIS par value BONDS (Series 41) and for a total consideration of approximately NIS 186,439 thousand.
2.4. The terms of the Additional BONDS (Series 41) are identical to the terms of the BONDS (Series 41) in circulation, as described in the Series 41 Shelf Offering Report and in the trust deed for the BONDS (Series 41) attached to it, and they will constitute, from the date of their allocation, one series for all intents and purposes together with the BONDS (Series 41) in circulation.

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

in circulation. The Additional BONDS (Series 41) will stand at an equal level of security, pari passu, among themselves and between them and the BONDS (Series 41) in circulation, without any right of preference or priority of one over the other.

For the removal of doubt, the Additional BONDS (Series 41) will not confer a right to the payment of principal and/or interest for the BONDS (Series 41) for which the record date for payment falls prior to the date of their issuance. Therefore, the purchasers of the Additional BONDS (Series 41) will be entitled to a first interest payment for the BONDS (Series 41) on September 30, 2026 at a rate of 2.84% and a first principal payment on March 31, 2029 at a rate of 10%.

2.5. For details regarding the terms of the BONDS (Series 41), see the Series 41 Shelf Offering Report and the trust deed prepared and signed on September 4, 2025, between the Company and Mishmeret Trust Services Company Ltd. (hereinafter: "Mishmeret"), and which was published on September 8, 2025 (Reference No.: 2025-01-067690) (hereinafter: the "Series 41 Trust Deed"), which is brought in this report by way of reference.

2.6. The Additional BONDS (Series 41) will be issued without discount as the Additional BONDS (Series 41) are allocated at a price of NIS 1.065, which is above their adjusted value as of June 4, 2026, NIS 1.0101, for each 1 NIS par value BONDS (Series 41).

2.7. The expansion of the series of BONDS (Series 41) as stated in Section 3.5 of the Series 41 Trust Deed, requires, among other things, approval from the rating agency that the expansion of the series will not lead to a downgrade of the rating of the BONDS (Series 41). The Company applied to the Rating Agency to receive such approval. Except for the aforementioned and except for the TASE approval (as defined in Section 4 below), the Company meets the other conditions for the expansion of the series stipulated in Section 3.5 of the Trust Deed for Series 41 and will provide approval thereof to Mishmeret as required under the Series 41 Trust Deed.

1. The Additional BONDS (Series 40) and (Series 41) will be registered in the Company's securities registry in the name of the Nominee Company of the Tel Aviv Stock Exchange Ltd. and will be registered for trading on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "TASE").

2. The Private Placement according to this report requires the approval of the Rating Agency as well as the approval of the TASE for the listing for trading of the Additional BONDS (Series 40) and (Series 41) to be allocated to the Offerees in the framework of the Private Placement (hereinafter: the "TASE Approval"). The Additional BONDS (Series 40) and (Series 41) will be allocated to the Offerees shortly after receiving the TASE Approval. It should be noted that in according to the irrevocable offer document submitted to the Company by the Offerees in connection with the Private Placement, it was determined that if the aforementioned approvals are not received by June 28, 2026, the Private Placement will not be executed.

3. Resale restrictions (blocking provisions) will apply to the Additional BONDS (Series 40) and (Series 41) according to Section 15C of the Securities Law and according to the Securities Regulations (Details regarding Sections 15A to 15C of the Law), 2000.

Respectfully,

Delek Group Ltd.

Signed by: Tamir Poliker, Deputy CEO & CFO

and Liora Pratt Levin, General Counsel and Company Secretary

6/5/2026 | 5:41:34 AM | v1.2.5