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Electra Ltd.

ELECTRA LTD.

("the Company")

Shelf Prospectus

Under this shelf prospectus, the Company may issue various types of securities, in accordance with the provisions of the law - including ordinary shares of the Company, non-convertible BONDS, BONDS convertible into shares, warrants exercisable into shares, warrants exercisable into non-convertible BONDS, warrants exercisable into BONDS convertible into shares, commercial papers, and any other security that may be issued by law by virtue of a shelf prospectus at the relevant time, all including by way of expanding existing series of the Company's securities, as they may be from time to time (all of which will be collectively referred to below as: "the Securities included in the Prospectus").

The offering of securities included in the prospectus, as stated in Section 23A(f) of the Securities Law, 1968, shall be made through shelf offering reports in which all the specific details of that offering will be completed, including details and terms of the securities, the composition of the offered units, collateral and liens for BONDS as they may be, in accordance with the provisions of any law and in accordance with the TASE Regulations and guidelines of The Tel Aviv Stock Exchange Ltd. ("the TASE"), as they may be at that time.

For details regarding restrictions on the distribution of dividends by the Company in accordance with the restrictions to which it committed within the framework of the trust deeds for the BONDS it issued, see Note 28 in the financial statements attached to the Company's Periodic report for the year 2025 published on March 25, 2026, reference number: 2026-01-026741 ("Periodic report 2025").

The main risk factors that may affect the results of the Company's operations in its fields of activity are divided into several areas as follows: (1) Macroeconomic risk factors; economy-wide risks; (2) Industry risk factors; occupational safety and hygiene; (3) Group risk factors: information systems collapse, business continuity, information security, and cyber risks.

For details regarding additional risk factors, see Section 80 of the Description of Corporate Business Report in Chapter A (Description of Corporate Business) of the Periodic report 2025, which is included in Chapter 6 of this shelf prospectus by way of reference.

The Company and its BONDS are rated by Standard & Poor's Maalot ("Maalot") at a rating of ilA+/stable, and the commercial papers (Series 1) are rated by Maalot at a rating of ilA-1.

A copy of this shelf prospectus is available for public inspection on the distribution website of the Securities Authority, whose address is: www.magna.isa.gov.il and on the TASE distribution website, whose address is: maya.tase.co.il.

Prospectus Date: May 29, 2026

Chapter 1: Introduction

1.1 The Company ... A-1
1.2 Permits and Approvals ... A-1
1.3 The Company's Share Capital ... A-2
1.4 The Company's Equity ... A-2
1.5 Outstanding BONDS ... A-2

Chapter 2: The Securities Offering

Chapter 3: Rights Attached to the Company's Shares

Chapter 4: Company Capital and its Holders

4.1 The Company's Share Capital D-1
4.2 Changes in the Registered, Issued, and Paid-up Share Capital of the Company in the Three Years Preceding the Date of the Shelf Prospectus D-1
4.3 Interested Parties' Holdings in the Company's Securities D-2
4.4 TASE Prices of the Company's Shares D-3

Chapter 5: Description of Corporate Business and Board of Directors Report

5.1 Company Operations and Description of Business Development E-1
5.2 Board of Directors Report on the State of the Company's Affairs E-1

Chapter 6: Company Management

6.1 Controlling shareholders in the Company F-1
6.2 The Company's Directors F-1
6.3 Senior officer/officers in the Company F-1
6.4 Disclosure regarding independent authorized signatories in the Company F-1

Chapter 7: Details regarding Subsidiaries of the Company

Chapter 8: Interested Parties and Senior Officers in the Company

8.1 Remuneration for Interested Parties and Senior Officers in the Company H-1
8.2 Transactions with Controlling Shareholders H-1
8.3 Holdings of Interested Parties and Senior Officers H-1

Chapter 9: Financial Reports

9.1 Financial Reports I-1
9.2 Statements regarding the effectiveness of internal control over financial reporting and disclosure... I-1
9.3 Consent letter of the auditing accountant/accountants I-1
9.4 Event Report I-1

Chapter 10: Additional Details

10.1 Attorney's Opinion J-1
10.2 Application letter for permit to publish prospectus J-2
10.3 Commission fees in connection with other securities J-2
10.4 Allocation of securities not for full cash consideration J-2
10.5 Inspection of Documents J-2

Chapter 11: Signatures

A-1

Chapter 1 - Introduction

1.1. The Company

1.1.1. The Company was incorporated in 1962 as a private company under the name "Electra (Israel) Ltd.". In November 1971, the Company became a public company and from this date its securities have been traded on the TASE. In January 2003, the Company's name was changed to its current name "Electra Ltd.".
1.1.2.

The Company, its subsidiaries, and held companies operate in Israel and abroad in five segments: Buildings and Infrastructure Projects segment in Israel; Buildings and Infrastructure Projects segment abroad; Operation, Service, and Maintenance segment; Real Estate Development and Construction segment, and the Franchising segment.

1.2. Permits and Approvals

1.2.1 The Company has received all the permits, approvals, and licenses required by law for the offering of securities under this shelf prospectus ("the Shelf Prospectus"), for their issuance and for the publication of the Shelf Prospectus. The public offering of securities included in the framework of the Shelf Prospectus, as stated in Section 23A of the Securities Law, 1968 ("the Securities Law") shall be made through shelf offering reports, in which the relevant details for that offering will be completed ("Shelf Offering Report").

The permit from the Securities Authority to publish the Shelf Prospectus does not constitute verification of the details brought therein or confirmation of their reliability or completeness, and does not constitute an expression of opinion on the quality of the securities included in the prospectus.

1.2.2 The TASE has given its preliminary approval, relating to the listing for trade of ordinary shares, non-convertible BONDS, BONDS convertible into shares, warrants exercisable into shares, warrants exercisable into non-convertible BONDS, warrants exercisable into convertible BONDS, commercial papers, and any other security that by law may be issued under a shelf prospectus at the relevant time, all including by way of expanding existing series of the Company's securities, as they may be from time to time ("the Preliminary Approval").

The Preliminary Approval should not be seen as an approval of the details brought in the prospectus or their reliability or completeness, and it does not constitute any expression of opinion on the Company or on the quality of the securities included in the prospectus or on the price at which they will be offered in the shelf offering report.

1.2.3 The granting of the Preliminary Approval does not constitute an approval for the listing of the securities for trade, and the listing for trade of each of the securities will be subject to receiving the TASE's approval for the application to list the securities for trade according to the shelf offering report which will be submitted in accordance with the Securities Law and the Securities Regulations (Shelf Offering of Securities), 2005.

The granting of the Preliminary Approval does not constitute a commitment to grant approval for the listing of the securities for trade according to the shelf offering report. The approval of an application for listing securities for trade according to a shelf offering report shall be subject to the TASE Regulations and the instructions thereunder as they shall be in effect at the time the application is submitted according to the shelf offering report as stated.

A - 2

1.3 The Company's Securities

The issued securities of the Company, including the registered, issued, and paid-up share capital of the Company, as of the Prospectus date, are as follows:

Type of Shares	Registered Capital	Issued and Paid-up Capital1	Issued and Paid-up Capital on a Fully Diluted Basis2
Ordinary shares without par value	100,000,000	81,439,688	84,719,688
BONDS (Series 4)	-	65,879,036 NIS par value	-
BONDS (Series 5)	-	483,914,670 NIS par value	-
BONDS (Series 6)	-	1,059,592,904 NIS par value	-
Employee warrant	-	2,787,440	-
Other warrant	-	492,560	-
commercial papers (Series 1)	-	200,000,000 NIS par value	-

1.4 The Company's Capital

The Company's equity according to its financial statements as of December 31, 2025, is as follows:

	In millions of NIS
Share capital and share premium	687
Reserves from translation differences in held companies and other reserves	(557)
Treasury shares	(143)
Retained earnings	1,839
Total	1,826
Non-controlling interests	532
Total Capital	2,358

1.5 Outstanding BONDS

For details regarding the series of BONDS issued by the Company and still outstanding as of the Prospectus date, see Appendix A to the Board of Directors Report in Part B of the Company's Periodic report for the year 2025, published on March 25, 2026 (reference number: 2026-01-026741).

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Chapter 2 - Securities Offering

In accordance with the provisions of Regulation 25a(a) of the Securities Regulations (Prospectus Details and Draft Prospectus - Structure and Form), 5729-1969 ("Prospectus Details Regulations"), the details to be included in a prospectus regarding a securities offering, set forth in Chapter C of the Prospectus Details Regulations, will be provided within each shelf offering report through which securities are offered to the public, all in accordance with the provisions of any law and in accordance with the TASE Regulations and guidelines and the positions of the Securities Authority staff, as they may be at that time, and in accordance with the type of securities offered under the said shelf offering report.

C-1

Chapter 3 - Rights Attached to the Company's Shares

3.1. The provisions of the Company's Articles of Association regarding rights attached to the Company's shares are provided in this prospectus by way of reference to the Company's Articles of Association as attached to an immediate report published by the Company on 30.09.2025 (Ref. No.: 2025-01-073401) ("Company's Articles of Association").
3.2. Each share grants the right to be invited and to participate in the general meetings of the Company and a right to one vote for each share in every vote at every general meeting of the Company in which the holder participated; a right to receive dividends, if and when distributed, and a right to receive bonus shares if and when distributed - all in proportion to the par value of the shares, and without regard to any premium paid for them; a right to participate in the distribution of the Company's surplus assets after its liquidation according to its relative share in the issued share capital of the Company.
3.3. The Company's Articles of Association include, among other things, the following provisions regarding the rights attached to the Company's shares:

The Right	Section(s) in the Articles of Association
Distribution of dividend and bonus shares	20-21
Rights on liquidation	25
Redeemable securities	4(a)(3)
The right to appoint directors	10
Notices of shareholders' meetings, including participation and voting rights and a legal quorum at the meeting	8-9, 24
Transfer of the Company's shares	6
Conditions for changing rights attached to shares	4

3.4. Detail of arrangements under the Companies Law, 5759-1999 ("Companies Law") set forth in the Company's Articles of Association:

Below are specified arrangements under the Companies Law set forth in the Company's Articles of Association according to the sections of the Companies Law mentioned in Regulation 26(d) of the Prospectus Details Regulations, to the extent such arrangements were set forth.

Amendment of Articles of Association (Section 20 of the Companies Law):

Regulation 7(e)(1) of the Company's Articles of Association provides that the Company's decisions on the matters detailed in the regulation, including amendment of the Company's Articles of Association, shall be made at a general meeting of the Company's shareholders, to the extent that a general meeting decision is required by the Companies Law and there is no legal exemption from its occurrence.

Transfer of powers between organs according to the Company's Articles of Association (Section 50 of the Companies Law):

Regulation 12 of the Company's Articles of Association provides that the Company's Board of Directors shall be entitled to assume powers granted to the General Manager of the Company for a specific matter or a specific period of time.

Appointment of directors (Section 59 of the Companies Law):

Regulation 10(b) of the Company's Articles of Association provides that except with respect to external directors, who shall be appointed according to the provisions of the law, the other directors in the Company shall be appointed by a resolution passed by an ordinary majority at an annual or special meeting of the Company's shareholders, in person or by proxy.

C - 2

Legal quorum at a general meeting (Section 81 of the Companies Law):

Regulation 8 of the Company's Articles of Association provides that no discussion shall be opened at a general meeting unless a legal quorum is present at its opening. Except for cases where it is otherwise stipulated in these Articles or in the Law, a legal quorum shall be formed when there are present, in person or by proxy or in another manner allowed by law, at least two ordinary shareholders holding or representing together at least 50% of the total voting rights in the Company.

Majority at a general meeting (Section 85 of the Companies Law):

Regulation 9 of the Company's Articles of Association provides that in every general meeting, a resolution proposed for voting shall be passed by a count of votes. The declaration of the chairperson of the general meeting that a resolution at a general meeting was passed unanimously or by a certain majority or was rejected shall be prima facie evidence of this fact and it shall not be necessary to prove the number of votes or the quota of votes cast for or against the proposed resolution.

Voting in the Board of Directors and decision-making (Sections 105 and 107 of the Companies Law):

Regulation 11(a) of the Company's Articles of Association provides that the Board of Directors shall convene from time to time to perform its duties and it may postpone its meetings and otherwise regulate its meetings and their proceedings as it sees fit. Until otherwise decided by the Board of Directors, 40% of the number of members of the Board of Directors whose participation in a board meeting is not prohibited by any law, but not less than two directors, shall constitute a legal quorum at meetings. Each director shall have one vote and decisions of the Board of Directors shall be made by a majority of votes. The chairperson of the Board of Directors shall have an additional vote in the event of a tie between the votes voting for and the votes voting against.

Term of office of directors (Section 222 of the Companies Law):

Regulation 10(b) of the Company's Articles of Association provides that the elected directors shall enter their office on the date they are elected, unless otherwise determined. The directors elected under this regulation shall serve in their office, as long as they have not been replaced or their tenure has not been terminated under Regulation 10(e), until the end of the next annual meeting, except for a director serving as the chairperson of the Board of Directors to whom the provisions of Regulation 10(i) of the Articles shall apply.

Authorization to grant exemption (Section 259 of the Companies Law):

Regulation 14(d) of the Company's Articles of Association provides that the Company shall be entitled to exempt an officer therein in advance from their responsibility, in whole or in part, for damage caused or that will be caused to it, or to any of the Company's held companies, whether directly or indirectly, due to a breach of the duty of care towards it or towards any of the Company's held companies. However, the Company is not entitled to exempt a director in advance due to a breach of the duty of care in a distribution, as this term is defined in the Companies Law. Notwithstanding the above, the exemption to be granted, if and to the extent granted, shall not apply to a decision or transaction in which a controlling shareholder or any officer of the Company has a personal interest.

Decision on dividend distribution (Sections 301 and 307 of the Companies Law):

Regulation 7(e)(4) of the Company's Articles of Association provides that the Company's decisions on matters detailed in the regulation, including approval of a merger according to the first chapter of the eighth part of the Companies Law, shall be made at a general meeting of the Company's shareholders, to the extent that a general meeting decision is required under the Companies Law and there is no legal exemption from its occurrence.

D - 1

Chapter 4 - The Company's Capital and its Holders

4.1 The Share Capital and Securities of the Company

4.1.1 The registered share capital of the Company as of the date of the prospectus is 100,000,000 ordinary shares without par value ("Ordinary Shares" or "Shares").

4.1.2 The issued and paid-up share capital of the Company as of the date of the prospectus is 81,439,688 ordinary shares.¹ All shares in the issued and paid-up capital of the Company are fully paid.

4.1.3 As of the date of the prospectus, there are outstanding 65,879,036 NIS par value BONDS (Series 4) of the Company.

4.1.4 As of the date of the prospectus, there are outstanding 483,914,670 NIS par value BONDS (Series 5) of the Company.

4.1.5 As of the date of the prospectus, there are outstanding 1,059,592,904 NIS par value BONDS (Series 6) of the Company.

4.1.6 As of the date of the prospectus, there are outstanding 2,787,440 warrants for employees from series 08/16 of the Company.

4.1.7 As of the date of the prospectus, there are outstanding 492,560 warrants to others of the Company.

4.1.8 As of the date of the prospectus, there are outstanding 200,000,000 NIS par value commercial papers (Series 1) of the Company.

4.2 Changes in the Registered, Issued and Paid-up Share Capital of the Company in the Three Years Preceding the Date of the Shelf Prospectus

4.2.1 Registered Capital

Date	Amount of Ordinary Shares Allocated	Action
Opening balance	5,000,000	---
19.10.2025	95,000,000	Stock split
As of the date of the prospectus	100,000,000

4.2.2 Issued and Paid-up Capital

Date	Amount of Ordinary Shares Allocated	Action	Total Consideration Received
Opening balance	4,045,136	---	---
24.08.2023	12,760	Exercise of benefit component for warrants 08/16	12,760 NIS
27.02.2025	395	Exercise of benefit component for warrants 08/16	395 NIS

Issued and paid-up capital includes 4,824,500 ordinary shares held by the Company.

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D-2

Date	Number of ordinary shares allocated	Action	Total consideration received
27.03.2025	423	Exercise of benefit component regarding warrants 08/16	423 NIS
30.03.2025	105	Exercise of benefit component regarding warrants 08/16	105 NIS
7.04.2025	7,516	Exercise of benefit component regarding warrants 08/16	7,516 NIS
10.06.2025	140	Exercise of benefit component regarding warrants 08/16	140 NIS
19.10.2025	77,263,025	Stock split	-
19.02.2026	242	Exercise of benefit component regarding warrants 08/16	-
23.02.2026	101,998	Exercise of benefit component regarding warrants 08/16	-
26.02.2026	265	Exercise of benefit component regarding warrants 08/16	-
27.03.2026	5,923	Exercise of benefit component regarding warrants 08/16	-
29.04.2026	1,760	Exercise of benefit component regarding warrants 08/16	-
As of the date of the prospectus	81,439,688	---	---

4.3 Interested parties' holdings in the securities of the company

In accordance with Regulation 28 and Regulation 6b of the Prospectus Details Regulations, for details regarding interested parties' holdings in the securities of the company at the date proximate to the date of the shelf prospectus and the date twelve (12) months prior to it, see the immediate reports on the status of holdings of interested parties and senior officers of the company, which were published on April 16, 2026 (reference number: 2026-01-035769) and the immediate reports after that date regarding changes in the holdings of interested parties and senior officers, as well as the status report dated April 7, 2025 (reference number: 2025-01-025825).

4.4 TASE prices of the company's shares

Below are data on the high and low share price (in NIS), from January 1, 2024, until shortly before the date of the prospectus:2

D-3

	High Price (in agorot)	Date	Low Price (in agorot)	Date
2026 [until shortly before the date of the prospectus]	12,068	14/1/2026	8,739	30/3/2026
2025	11,171	19/10/2025	8,362	30/03/2025

| | High Price
(in agorot) | Date | Low Price
(in agorot) | Date |
| --- | --- | --- | --- | --- |
| 2024 | 10,962 | 10/12/2024 | 5,945 | 9/06/2024 |

2 If the high/low share price was identical for several days, a randomly selected date was noted. The prices were adjusted for distributions and for the stock split carried out by the company on 19.10.2025.

E - 1

Chapter 5 - Description of the Corporation's Business and Board of Directors' Report

5.1. Company activity and description of the development of its business

5.1.1. General

In accordance with Regulation 44a(a1) and Regulation 6b of the Prospectus Details Regulations, the description of the company's business is included in this shelf prospectus by way of reference to Chapter A (Description of the Corporation's Business) of the Periodic report 2025. On May 25, 2026, the company published the quarterly report for the first quarter of 2026 (reference number: 2026-01-047792) ("First quarter report 2026"), which includes information regarding material changes and innovations that occurred in the company's business in the three months ended March 31, 2026, and after the date of the report. The aforementioned information in the report for the first quarter of 2026 is included in this prospectus by way of reference.

5.1.2.

For material changes and innovations regarding the company's business that occurred after the date of signing the First quarter report 2026, see the events report, as defined in Regulation 56A of the Prospectus Details Regulations, brought as Appendix B to Chapter 9 of the prospectus.

5.2. Board of Directors' report on the state of the company's affairs

In accordance with Regulation 44a(a) and Regulation 6b of the Prospectus Details Regulations, the Board of Directors' report on the state of the company's affairs as of December 31, 2025, is included in this prospectus by way of reference to Chapter B of the Periodic report 2025. Also, the Board of Directors' report on the state of the company's affairs as of March 31, 2026, is included in this prospectus by way of reference to the aforementioned Board of Directors' report attached to the First quarter report 2026.

Chapter 6 - Management of the Company

6.1. The controlling shareholders in the company

The controlling shareholder in the company is Elco Ltd. ("Elco"), which holds, as of the date of this shelf prospectus, approximately $45.6\%$ of the issued and paid-up share capital of the company and the voting rights therein. $^{1}$

6.2. The Directors of the Company

6.2.1. For details regarding the directors of the company, see details according to Regulation 26 as specified in Chapter D (Additional details about the corporation) of the Periodic report 2025.
6.2.2. The company's Regulations include, among others, the following provisions regarding the directors of the company:

Arrangement	Section in the Regulations
Maximum and minimum number of directors	10(a)
Appointment of directors	10(b)
Director's term of office	10(b)
Substitution of directors	10(f)
Termination of a director's office	10(e)
Directors' remuneration	10(g)
Appointment of board committees and their powers	11(l)

6.3. Senior officers in the company

For details regarding the officers of the company, see details according to Regulation 26A as specified in Chapter D (Additional details about the corporation) of the Periodic report 2025.

6.4. Disclosure regarding independent authorized signatories in the company

The signature rights in the company stipulate that signing on behalf of the company, on various matters, shall be performed by two people together with the company's stamp, or next to its printed name. Within the framework of the signature rights compositions, Messrs. Michael Salkind and Daniel Salkind are also authorized to bind the company with their joint signature. Messrs. Daniel Salkind and Michael Salkind are the indirect controlling shareholders in the company due to their holdings in Elco, and therefore a joint signature by Messrs. Michael and Daniel Salkind is considered by law a signature by an independent authorized signatory.

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7 - 1

Chapter 7 - Details Regarding Subsidiaries of the Company

7.1. Below are the names of those holding more than $25\%$ of the issued share capital or voting power or the authority to appoint directors – in active companies held directly by the Company:

Company Name	Name of Additional Holder
Electra Taamal - Agricultural Cooperative Society Ltd.	Mizra Metat Sadot BeEmek Ltd. - 25%
Aclimatic Ltd.	Dror Fund - 25%
Electra Afikim Ltd.	Amnon Sela Group Ltd. - 49%
Electra Motors	1. Babu Sela Ltd. - 16.33% - Authority to appoint directors
2. Amnon Sela Holdings Ltd. - 16.33% - Authority to appoint directors
3. Eran Sela Entrepreneurship Ltd. - 16.34% - Authority to appoint directors
TMT Tel Aviv Metropolitan Tramway Ltd.	1. ALSTOM TRANSPORT S A (Foreign corporation) - 19.9% - Authority to appoint directors
2. Dan Public Transportation Company Ltd. - 40.05%
Nativ La’Ir Ltd.	1. Denya Cebus Ltd. - 25%
2. Dan Public Transportation Company Ltd. - 25%
3. Electra Afikim Ltd. - 25%
HN - Light Rail Line Ltd.	1. Minrav Group Ltd. - 40.05%
2. ALSTOM TRANSPORT S A (Foreign corporation) - 19.9% - Authority to appoint directors
Green Line Maintainer Ltd.	1. Dan Public Transportation Company Ltd. - 60%
2. Alstom Israel Ltd. - 20% - Authority to appoint directors
Stern Electra - Park Halvrit	Itzhak Stern & Co. Ltd. - 50%
Morgal Investment LLC (Foreign corporation)	Israel Canada (T.R) Ltd. - 44.5%

7.2. For details regarding the profits of material subsidiaries of the Company (before and after tax) in the years 2024 and 2025, as well as regarding dividends and interest and management fees received by the Company from subsidiaries and associated companies or which it is entitled to receive from them, in the years 2024 and 2025, see Regulation 13 of Part D of the Periodic report for the year 2024 published on March 25, 2025 (Reference number: 2025-01-020139) ("Periodic report for the year 2024") and Regulation 13 of Part D of Periodic report 2025.

Chapter 8 - Interested Parties and Senior Officers in the Company

8.1. Remuneration for Interested Parties and Senior Officers in the Company

Details regarding remuneration given to interested parties and senior officers in the Company in the years 2024 and 2025, are provided in this prospectus by way of reference to Regulation 21 of Part D (Additional details about the corporation) of the Periodic report for the year 2024 and Periodic report 2025, respectively.

8.2. Transactions with Controlling Shareholders

Details regarding transactions with a controlling shareholder to the best of the Company's knowledge in the two years preceding the date of the shelf prospectus, are provided in this prospectus by way of reference to Regulation 22 of Part D (Additional details about the corporation) of the Periodic report 2024 and Periodic report 2025, respectively.

8.3. Holdings of Interested Parties and Senior Officers

For details, to the best of the Company's knowledge, regarding securities of the Company held by interested parties and senior officers in the Company, at the date close to the date of the prospectus and at the date preceding it by twelve (12) months, see section 4.3 of this shelf prospectus.

9 - 1

Chapter 9 - Financial Statements

9.1. Financial Statements

In accordance with the provisions of Regulations 60B and 6B of the Prospectus Details Regulations, this shelf prospectus includes, by way of reference, the Financial Statements of the Company as of December 31, 2025, which were included in Part C of Periodic report 2025. Furthermore, the Financial Statements of the Company as of March 31, 2026, as included in the First Quarter Report 2026, are attached by way of reference.

9.2. Declarations regarding the Effectiveness of Internal Control over Financial Reporting and Disclosure

In accordance with the provisions of Regulations 60E and 6B of the Prospectus Details Regulations, this shelf prospectus includes, by way of reference, a report regarding the effectiveness of internal control over financial reporting and disclosure for the year 2025, which was included in Part E of Periodic report 2025. Furthermore, a report regarding the effectiveness of internal control over financial reporting and disclosure for the first quarter of 2026, as included in the First Quarter Report 2026, is included by way of reference.

9.3. Letter of Consent from the Auditing Accountant

The Company has been provided with a letter of consent from the Company's auditing accountant for the inclusion in this shelf prospectus, including by way of reference, of the Financial Statements as stated in Section 9.1 above and the auditing accountant's report regarding the Financial Statements.

The aforementioned letter of consent is attached as Annex A to this Chapter 9.

9.4. Events Report

An events report (as this term is defined in Regulation 56A of the Prospectus Details Regulations) that occurred after the date of signing the Financial Statements as of March 31, 2026 and until the date close to the publication of this shelf prospectus, is attached as Annex B to this Chapter 9.

Annex A to the Shelf Prospectus

Letter of Consent from the Auditing Accountant

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Kost Forer Gabbay & Kasierer

144 Menachem Begin St.

Tel-Aviv 6492102

Tel. +972-3-6232525

Fax +972-3-5622555

ey.com

To: May 27, 2026

The Board of Directors of Electra Ltd. ("the Company")

2 Jabotinsky, R.G.

Subject: Shelf Prospectus of Electra Ltd. intended for publication in May 2026

We hereby inform you that we consent to the inclusion (including by way of reference) in the subject Prospectus of our reports as detailed below:

The Independent Auditor's report dated March 24, 2026, on the consolidated financial statements of the Company for the years ended December 31, 2025, and 2024, and for each of the three years in the period ended December 31, 2025. A review report dated May 25, 2026, on the condensed consolidated interim financial information of the Company as of March 31, 2026, and for the three-month period ended on that date.
A special report of the Independent Auditor dated March 24, 2026, on the separate financial information of the Company according to Regulation 9C of the Securities Regulations (Periodic reports and Immediate Reports), 1970, for the years ended December 31, 2025, and 2024, and for each of the three years in the period ended December 31, 2025. A special report of the Independent Auditor dated May 25, 2026, on the condensed separate interim financial information of the Company as of March 31, 2026, and for the three-month period ended on that date according to Regulation 38D of the Securities Regulations (Periodic reports and Immediate Reports), 1970.
The Independent Auditor's report dated March 24, 2026, on the audit of internal control components over financial reporting of the Company as of December 31, 2025.

Respectfully,

Kost Forer Gabbay & Kasierer

Accountants

Appendix B to Shelf Prospectus

Events Report

The following is an Events Report (as defined in Regulation 56A of the Securities Regulations (Prospectus Details and Draft Prospectus - Structure and Form), 1969, regarding material events that occurred in the Company during the period following the date of signing the financial statements of the Company as of March 31, 2026 (signed on May 25, 2026) ("The Financial Statements"), up to a date close to the publication of this Shelf Prospectus:

During the aforementioned period, no material events occurred.

Date: May 27, 2026

Michael Salkind,
Chairman of the Board

Itamar Deutscher, CEO
Shay Amsalem, CFO

Chapter 10 - Additional Details

10.1 Legal Opinion

May 28, 2026

To:
Electra Ltd.

Dear Sirs,

Subject: Shelf Prospectus of Electra Ltd. ("the Company")

At your request, we hereby confirm that the directors of the Company were duly appointed and their names are included in the Shelf Prospectus.

We consent to the inclusion of this opinion in the Shelf Prospectus.

Sincerely,

Shaul Aderet, Adv.

5/28/2026 | 11:03:29 AM | v1.2.5

10.2 Application fee for permission to publish a prospectus

In accordance with the provisions of Section 4a of the Securities Regulations (Application Fee for Permission to Publish a Prospectus), 1995, the Company paid the Securities Authority an application fee for permission to publish a shelf prospectus; however, the additional fee will be paid for the securities offered at the time of publication of the shelf offering report (to the extent published) in the amounts and at the times set in these regulations.

The fees and expenses involved in publishing this shelf prospectus are estimated by the Company at negligible amounts.

10.3 Commission fees regarding other securities

In the two years preceding the date of the prospectus, the Company paid commission fees regarding the underwriting of securities issued by it as follows:

a. Regarding the issuance of BONDS under a shelf offering report dated January 21, 2025, advisory and early commitment commissions were paid in the amount of approximately NIS 3,131 thousand.

b. Regarding a private allocation of BONDS by way of a series expansion dated December 31, 2025, advisory commissions were paid in the amount of approximately NIS 1,389 thousand.

10.4 Allocation of securities not for full cash consideration

In the two years preceding the date of the shelf prospectus, the Company did not allocate securities for consideration that is not entirely in cash.

10.5 Inspection of Documents

A copy of the shelf prospectus, the Company's articles of association, and any opinion or certification included in this prospectus, are available for inspection at the Company's registered office, during normal business hours, starting from the date of publication of this prospectus.

It is also possible to inspect this shelf prospectus and the Company's articles of association on the Securities Authority's distribution website at www.magna.isa.gov.il and on the Stock Exchange's distribution website at: https://maya.tase.co.il.

11 - 1

Chapter 11 - Signatures

The Company:

Electra Ltd.

The Board of Directors:

Michael Salkind

Daniel Salkind

Devora Alhanaty

Oded Shamir

Eldad Avraham

Avraham Israeli

5/28/2026 | 11:03:31 AM | v1.2.5

AI assistant

Electra Ltd. — Capital/Financing Update 2026

6765_rns_2026-05-28_84bbf9ce-e942-4889-9332-b0f9967bd428.pdf

Electra Ltd.

ELECTRA LTD.

("the Company")

Shelf Prospectus

Table of Contents

Chapter 1: Introduction

Chapter 2: The Securities Offering

Chapter 3: Rights Attached to the Company's Shares

Chapter 4: Company Capital and its Holders

Chapter 5: Description of Corporate Business and Board of Directors Report

Chapter 6: Company Management

Chapter 7: Details regarding Subsidiaries of the Company

Chapter 8: Interested Parties and Senior Officers in the Company

Chapter 9: Financial Reports

Chapter 10: Additional Details

Chapter 11: Signatures

Chapter 1 - Introduction

1.1. The Company

1.2. Permits and Approvals

1.3 The Company's Securities

1.4 The Company's Capital

1.5 Outstanding BONDS

Chapter 2 - Securities Offering

C-1

Chapter 3 - Rights Attached to the Company's Shares

Transfer of powers between organs according to the Company's Articles of Association (Section 50 of the Companies Law):

Appointment of directors (Section 59 of the Companies Law):

Legal quorum at a general meeting (Section 81 of the Companies Law):

Majority at a general meeting (Section 85 of the Companies Law):

Voting in the Board of Directors and decision-making (Sections 105 and 107 of the Companies Law):

Term of office of directors (Section 222 of the Companies Law):

Authorization to grant exemption (Section 259 of the Companies Law):

Decision on dividend distribution (Sections 301 and 307 of the Companies Law):

Chapter 4 - The Company's Capital and its Holders

4.1 The Share Capital and Securities of the Company

4.2 Changes in the Registered, Issued and Paid-up Share Capital of the Company in the Three Years Preceding the Date of the Shelf Prospectus

4.2.1 Registered Capital

4.2.2 Issued and Paid-up Capital

4.3 Interested parties' holdings in the securities of the company

4.4 TASE prices of the company's shares

Chapter 5 - Description of the Corporation's Business and Board of Directors' Report

5.1. Company activity and description of the development of its business

5.1.1. General

5.1.2.

5.2. Board of Directors' report on the state of the company's affairs

Chapter 6 - Management of the Company

6.1. The controlling shareholders in the company

6.2. The Directors of the Company

6.3. Senior officers in the company

6.4. Disclosure regarding independent authorized signatories in the company

Chapter 7 - Details Regarding Subsidiaries of the Company

8.1. Remuneration for Interested Parties and Senior Officers in the Company

8.2. Transactions with Controlling Shareholders

8.3. Holdings of Interested Parties and Senior Officers

Chapter 9 - Financial Statements

9.1. Financial Statements

9.2. Declarations regarding the Effectiveness of Internal Control over Financial Reporting and Disclosure

9.3. Letter of Consent from the Auditing Accountant

9.4. Events Report

Annex A to the Shelf Prospectus

Subject: Shelf Prospectus of Electra Ltd. intended for publication in May 2026

Appendix B to Shelf Prospectus

Chapter 10 - Additional Details

10.1 Legal Opinion

10.2 Application fee for permission to publish a prospectus

10.3 Commission fees regarding other securities

10.4 Allocation of securities not for full cash consideration

10.5 Inspection of Documents

Chapter 11 - Signatures

More from Electra Ltd.

Electra Ltd. Capital/Financing Update 2026