Doral Group Renewable Energy Resources Ltd. — M&A Activity 2026

Apr 23, 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. .

April 23, 2026

To:
The Tel Aviv Stock Exchange Ltd.
2 Ahuzat Bayit Street,
Tel Aviv

To:
Israel Securities Authority
22 Kanfei Nesharim Street,
Jerusalem

Via the MAGNA system

Dear Sir/Madam,

Subject: Completion of the acquisition of control in Zephyrus: Equity investment and financing by Phoenix

Further to the Company's previous reports¹ regarding an agreement for the acquisition of control in Zephyrus Wind Energies Ltd. ("Zephyrus") from the IIF Funds² ("Acquisition of Control"), the Company is pleased to update as follows:

1. Completion of the Acquisition of Control

On April 23, 2026, the Acquisition of Control was completed and accordingly, as of the report's publication date, the Company holds, through a dedicated partnership through which the acquisition was carried out (the "SPV"),³ approximately 55.88% of the issued and paid-up capital of Zephyrus and is the controlling shareholder thereof.

1. Equity investment and financing by Phoenix

Prior to the completion of the Acquisition of Control, the SPV entered into agreements with entities from the Phoenix Group⁴ ("Phoenix") for an equity investment at a rate of 18% of the rights in the SPV ("the Equity Transaction"), and for the provision of financing for the Acquisition of Control in the amount of NIS 400 million ("the Financing Transaction").

Pursuant to the Equity Transaction, Phoenix will invest approximately NIS 111 million (excluding participation in transaction costs to be borne by the SPV), against the allocation of 18% of the limited participation rights in the SPV.⁵ The equity investment constitutes approximately 18% of the capital required for the Acquisition of Control (approximately NIS 1.018 billion minus NIS 400 million debt), based on the price per Zephyrus share determined in the Acquisition of Control agreement.

Completion of the Equity Transaction is subject to customary conditions precedent, including third-party approvals if required. Upon completion of the Equity Transaction, a new partnership agreement for the SPV will come into effect, regulating the relationship between Phoenix and the Company as limited partners in the SPV, including with respect to the method of financing the SPV, customary minority protections, mechanisms and restrictions regarding the transfer of rights in the SPV, and a mechanism allowing, under certain circumstances (after the lapse of a set period of time from the date

¹ Section 1.11.1.1 of the Company's Periodic report for 2025, published on March 31, 2026 (Reference No.: 2026-01-030945) ("the Periodic report") and the Company's immediate reports from January 30, 2026, March 6, 2026, March 31, 2026 and April 16, 2026 (Reference Nos.: 2026-01-011091, 2026-01-020227, 2026-01-030164, 2026-01-035215 and -), the information included therein is incorporated in this report by way of reference.

² Israel Infrastructure Fund 3, Limited Partnership and Israel Infrastructure Fund IV, Limited Partnership.

³ As of the report date, the Company holds all participation rights in the SPV and all issued capital in the general partner thereof. Upon completion of the Equity Transaction, as detailed below, the Company will continue to hold all issued capital in the general partner of the SPV, as well as 82% of the limited participation rights therein, and accordingly will continue to control the SPV.

⁴ The Phoenix Insurance Company Ltd., Phoenix Pension and Provident Ltd. - regarding the Equity Transaction; and The Phoenix Insurance Company Ltd., Partnership - Non-Marketable Credit - Phoenix Amitim and Phoenix Capital Partners Ltd. - regarding the Financing Transaction.

⁵ Phoenix will be limited partners and will not be allocated rights in the general partner of the SPV and will not be involved in the day-to-day management of Zephyrus.

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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. .

Completion of the equity transaction), a 'lifting' of part of the SPV's holdings in Zephyrus shares to direct holding by the parties, while redeeming relative rights in the SPV and subject to the repayment of the relative portion of the debt provided to the SPV under the financing agreement.⁶

In accordance with the financing transaction, the Phoenix loan to the SPV, in the amount of NIS 400 million, was provided under terms customary in transactions of this type, for a period of 5 years, and it will be repaid in five equal annual principal installments, where a 'bullet' component at a rate of 75% (the remaining principal balance) will be added to the final payment,⁷ and interest will be paid quarterly.

The loan is secured, inter alia, by a pledge on the Zephyrus shares purchased by the SPV, a pledge on the Company's holdings in the SPV, and a company guarantee in the amount of up to NIS 100 million (which will decrease in a 1:1 ratio for any amount repaid from the loan). The loan includes additional terms customary in financing transactions of this type, including grounds for immediate repayment (including due to default in financing agreements of material Zephyrus projects or BONDS it issued to the public), commitments to financial covenants (based on Zephyrus's financial covenants in said BONDS), restrictions on performing interested party transactions in certain circumstances, and restrictions on the transfer of rights under the agreement.

The financing transaction was completed concurrently with the completion of the transaction for the acquisition of control in Zephyrus, and the loan funds were used as part of the consideration in the transaction.

Delay of reporting - in accordance with the provision of Regulation 36(b1) of the Securities Regulations (Periodic and Immediate Reports), 1970, the Company delayed reporting regarding the engagement in the financing transaction and the equity transaction with Phoenix, as reporting on them could have delayed or prevented the completion of the transaction for the acquisition of control in Zephyrus. Upon completion of the transaction as detailed in this report, the prevention of reporting was removed.

The statements in this report, regarding the completion of the equity transaction, the Phoenix investment by virtue thereof and the entry into force of a partnership agreement between the parties, constitute forward-looking information, as defined in the Securities Law, 1968, which is based, inter alia, on information, estimates and plans of the Company. These estimates and plans may not materialize, or may materialize partially, due to many variables which are not under the exclusive control of the Company, including economic-business, regulatory and environmental variables, as well as general risk factors characterizing the Company's activities detailed in section 1.28 of Chapter A of the Periodic report, the information included in which is brought in this report by way of reference. Accordingly, the information provided in this report may not materialize and/or may materialize in a materially different manner than anticipated by the Company.

Sincerely,

Doral Group Renewable Energy Resources Ltd.

Signed by: Dori Davidovitz, Chairman, and Yoni Hantzis, CEO

⁶ In the event of a 'lifting' as stated, the Company shall be entitled to purchase the Zephyrus shares from Phoenix at market price.

⁷ In certain circumstances (which do not constitute an event of default), the loan includes repayment acceleration mechanisms such that the 'bullet' component will stand at 65% or 55% (instead of 75%), alongside mechanisms for cure and return to the original amortization schedule.

4/23/2026 | 9:25:29 AM