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Electra Real Estate Ltd.

Electra Real Estate 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 (including by way of expanding existing series of BONDS of the Company, as they may be from time to time), BONDS convertible into shares (including by way of expanding existing series of BONDS of the Company, as they may be from time to time), warrants exercisable into shares, warrants exercisable into non-convertible BONDS, warrants exercisable into BONDS convertible into shares and commercial papers; and any other security which may be issued under a shelf prospectus by law at the relevant time.

The offering of securities under this shelf prospectus will be made in accordance with the provisions of Section 23A(f) of the Securities Law, 5728-1968, through shelf offering reports in which all details specific to that offering will be completed, in accordance with the provisions of any law (including the TASE Regulations of the Tel Aviv Stock Exchange Ltd. ("the TASE") and directives thereunder), as they shall be at that time.

To the best of the Company's knowledge, as of the date of the prospectus, except for restrictions under the law, there are no restrictions and/or qualifications applying to the Company regarding dividend distribution by the Company, except as specified in Section 4.3 of Part A (Description of the Corporation's Business) of the Company's Periodic report for the year 2025 which was published on March 23, 2026 (Reference Number: 2026-01-025541), which is included in the prospectus by way of reference ("Periodic report for 2025").

As of the date of the prospectus, the Company is rated 'ilA-' with a stable rating outlook by S&P Maalot Ltd. Also, as of the date of the prospectus, the Company and the BONDS (Series 6) and the BONDS (Series 7) of the Company are rated 'A3.il' with a stable rating outlook by Midroog Ltd.

Following is a summary of the risk factors which, in the Company's estimation, have a major impact on the Company: (a) the employment situation in the economy; and (b) an increase in capitalization rates in assets. For full details regarding risk factors that may affect the Company, see Section 25 in Part A (Description of the Corporation's Business) of the Periodic report for 2025, which is included in this prospectus by way of reference.

The full text of the prospectus can be viewed on the Israel Securities Authority website, at https://www.magna.isa.gov.il and on the TASE website, at http://maya.tase.co.il/.

Prospectus Date: May 7, 2026

Table of Contents

			Page
1. Introduction	1.1	General	1-1
	1.2	Permits and Approvals	1-1
	1.3	Capital, Reserves and Surpluses	1-2
	1.4	Details on BONDS in circulation	1-3

2. The Company's Share Capital	2.1	Details on the Company's share capital as of the prospectus date	2-1
	2.2	Development of the Company's registered and issued capital in the last three years	2-1
	2.3	Holdings of interested parties and senior officers in the Company's securities; Subsidiaries and affiliated companies of the Company; Control of the Company	2-2
	2.4	Commitment regarding the issuance or receiving a loan	2-2
	2.5	Convertible securities of the Company	2-4
	2.6	Dividends and bonus shares	2-4
	2.7	Summary of data	2-4

3. Rights Attached to the Company's Shares	3.1	Provisions of the Company's Articles of Association	3-1
	3.2	Arrangements set in the Company's Articles of Association under the Companies Law	3-1

4. Use of Proceeds and the Issuance Proceeds	4.1	Issuance proceeds	4-1
	4.2	Use of proceeds	4-1

5. Description of the Company, its Development and Business	5.1	General	5-1
	5.2	Material changes and updates relative to information appearing in the Periodic report for 2025 and up to a date close to the prospectus date	5-1
	5.3	Summary of data regarding material subsidiaries and affiliated companies of the Company	5-1
	5.4	The Board of Directors' explanations of the state of the Company's affairs as of December 31, 2025	5-2
	5.5	Certain commitments of the issuer	5-2

6. The Company's Board of Directors	6.1	The Company's Board of Directors	6-1

			Page
	6.2	Senior officers (who are not directors in the Company)	6-1
	6.3	Independent authorized signatory	6-1
	6.4	Additional details	6-1
	6.5	Provisions of the Company's Articles of Association and Incorporation relating to members of the Board of Directors	6-1

7. Interested Parties in the Company	7.1	Compensation to interested parties and senior officers in the Company	7-1
	7.2	Transactions with controlling shareholders	7-1

8. Financial Statements	8.1	Financial statements included in the prospectus by way of reference	8-1
	8.2	Consent letters of auditing accountants and valuation expert consent letters attached to this prospectus	8-1
	8.3	Event report	8-3
	8.4	Consent letters of auditing accountants and valuation experts	8-7

9. Additional Details	9.1	Legal opinion	9-1
	9.2	Accountant's opinion	9-2
	9.3	Letter of application for a permit to publish a prospectus	9-2
	9.4	Commission fees paid by the Company in the two years preceding the prospectus date in connection with the issuance of securities	9-2
	9.5	Allocation of securities for consideration not entirely in cash in the two years preceding the prospectus date	9-2
	9.6	Inspection of documents	9-2

10. Signatures	10.1	The Company	10-1
	10.2	The Directors	10-1

1-1

Electra Real Estate Ltd.

(In this prospectus: "the Company")

Chapter 1 - Introduction

General

1.1

The Company was incorporated in Israel as a private company on May 15, 1972, according to the Companies Ordinance, and in August 2005 became a public company as defined in the Companies Law, 5759-1999 ("Companies Law"), whose securities are listed for trading on the Tel Aviv Stock Exchange Ltd. ("the TASE").

Permits and Approvals

1.2

The Company has received all permits, approvals, and licenses required by law for the publication of this prospectus. This prospectus is a shelf prospectus, as defined in Section 23a(a) of the Securities Law, 5728-1968 ("Securities Law"), and an offering of securities under it will be made according to shelf offering reports in which the specific details for that offering will be completed.

The permit of the Israel Securities Authority to publish the prospectus does not constitute verification of the details provided in it or approval of their reliability or completeness, and does not constitute an expression of opinion on the nature of the offered securities.

The TASE has given its preliminary approval regarding the listing for trading of ordinary shares of the Company, nonconvertible BONDS, BONDS convertible into shares, warrants exercisable into shares, warrants exercisable into nonconvertible BONDS, warrants exercisable into BONDS convertible into shares, and commercial papers, included in this shelf prospectus ("the Preliminary Approval" and "the Offered Securities", respectively).

The Preliminary Approval of the TASE should not be seen as verification of the details brought in the prospectus or approval of their reliability or completeness, and does not constitute an expression of opinion on the Company, the nature of the offered securities, or the price at which they are offered.

The granting of this preliminary approval does not constitute approval for the listing of the offered securities for trading, and their listing for trading will be subject to receiving TASE approval for the application for listing securities for trading according to shelf offering reports, which will be submitted by the Company in accordance with the Securities Regulations (Shelf Offering of Securities), 5766-2005 ("Shelf Offering Report").

1-2

The TASE's preliminary approval does not constitute an undertaking to grant approval for the registration for trading of securities to be offered under a shelf offering report. The approval of an application for registration of securities for trading under a shelf offering report shall be subject to the TASE Regulations and instructions thereunder, as in effect at the time of the application for registration for trading under the shelf offering report.

Capital, Reserves and Surpluses

1.3

1.3.1 Registered, issued and paid-up share capital as of the prospectus date:

Type of Share	Registered share capital in NIS	Registered share capital number of shares	Issued and paid-up share capital^{1} without dilution	Issued and paid-up share capital^{1} on a fully diluted basis^{2}
Ordinary shares of the Company of NIS 0.0001 par value each	10,000	100,000,000	65,348,323	66,602,188

1.3.2 Equity of the Company (in USD thousands) as of December 31, 2025:

Ordinary share capital	58
Share premium	273,357
Capital reserve from financial instruments through other comprehensive income	(57,759)
Capital reserve for share-based payment transactions	4,329
Capital reserve from translation differences of foreign operations	(54,877)
Capital reserve from hedging transactions	329
Company shares held by the Company	(9,479)
Surpluses	107,521
Total equity attributable to shareholders	263,479
Non-controlling interests	6,318
Total equity	269,797

For further details, see the Company's consolidated financial statements as of December 31, 2025, as attached to the Company's Periodic report for the year 2025, which was published on March 23, 2026 (reference number: 2026-01-025541), included in this prospectus by way of reference ("2025 Financial Statements" and "2025 Periodic report", respectively).

1.3.3 Changes after the date of the statement of financial position:

None.

Including a total of 892,127 treasury shares of NIS 0.0001 par value each of the Company, as of the prospectus date.
Assuming the exercise of all warrants issued by the Company to senior officers of the Company, into ordinary shares of the Company. For the purpose of calculating the issued and paid-up capital on a fully diluted basis, it was assumed that each such warrant will be exercised into one ordinary share of the Company. However, the assumption regarding the exercise of warrants into exercise shares at a 1:1 ratio is theoretical only, since in practice, shares will be

allocated to the offerees upon exercise of the warrants in an amount reflecting the monetary benefit inherent in the warrants only (net exercise - cashless). For further details, see Section 2.5 of the prospectus.

1.4 Details of BONDS in Circulation

1.4.1 BONDS in Circulation :

As of December 31, 2025, and as of a date close to the Prospectus date, to the best of its knowledge, the Company has complied with all terms and obligations under the trust deeds between it and the trustees for the following series of BONDS, and to the best of its knowledge, the conditions for calling any of these series of BONDS for immediate repayment have not been met.

For details regarding the rating of BONDS (Series 6) and BONDS (Series 7) of the Company, see the Immediate Report dated February 2, 2026 (reference number: 2026-15-011806), which is included in this Prospectus by way of reference.

Below are details regarding the BONDS (Series 6) and BONDS (Series 7) issued by the Company, which remain in circulation as of the Prospectus date :

Series	Is the Series Material	Par Value balance near the Prospectus date (*) (in NIS thousands)	Par Value balance near the Prospectus date (*), including linkage (in NIS thousands)	Accrued interest amount until near the Prospectus date (**) (in NIS thousands)	Par Value balance as of December 31, 2025 (in NIS thousands)	Market Value near the Prospectus date (*) (in NIS thousands)
BONDS (Series 6)	Yes	354,495	354,495	4,100	354,495	344,321
BONDS (Series 7)	Yes	392,065	392,065	10,236	392,065	416,412

() As of May 6, 2026.
(*) The accrued interest for Series 6 is from November 30, 2025 until May 6, 2026; the accrued interest for Series 7 is from November 30, 2025 until May 6, 2026.

1.4.2

Additional details regarding the BONDS (Series 6) and BONDS (Series 7) of the Company are provided by way of reference to Appendix A in Chapter B (Board of Directors' Report) of the Periodic report for 2025, and Note 13 to the Financial Statements for 2025. Additionally, see the Company's Immediate Report dated February 17, 2026 (reference number: 2026-01-015619), which is included in this Prospectus by way of reference.

Chapter 2 - The Company's Share Capital

2.1 Details regarding the Company's share capital as of the Prospectus date

The Company's registered share capital consists of ordinary shares of NIS 0.0001 par value each.

	In NIS par value	Number of shares of NIS 0.0001 par value each
Registered capital	10,000	100,000,000
Issued and paid-up capital1	6,534.8323	65,348,323
Issued and paid-up share capital fully diluted2	6,602.188	66,602,188

Developments in the Company's registered and issued capital over the past three years

2.2.1 Developments in the registered capital:

In the three years preceding the Prospectus date, there has been no change in the Company's registered capital.

2.2.2 Developments in the issued capital:

The following are details regarding the developments of the Company's issued capital in the three years preceding the date of publication of the Prospectus:

Date	Nature of transaction	Change in issued share capital (number of shares)	Balance of issued and paid-up capital in NIS par value after the transaction	Quantity of shares of NIS 0.0001 par value each after the transaction
Year 2023	Exercise of warrants for ordinary shares3	411,179	5,766.5990	57,665,990
Year 2024	Private placement of shares4	3,310,345	6,097.6335	60,976,335
Year 2024	Exercise of warrants for ordinary shares5	32,618	6,100.8953	61,008,953
Year 2025	Private placement of shares6	4,136,505	6,514.5458	65,145,458
Year 2025	Exercise of warrants for ordinary shares7	202,865	6,534.8323	65,348,323

2.3 Holdings of Interested Parties and Senior Officers in the Securities of the Company; Subsidiaries and Affiliated Companies of the Company; Control of the Company

2.3.1 For details, to the best of the knowledge of the Company and its managers, regarding securities of the Company, subsidiaries and affiliated companies of the Company, held by interested parties and senior officers in the Company, as of a date close to the date of the Prospectus, $^{8}$ and as of a date preceding it by twelve (12) months, see, respectively (1) the Company's immediate report regarding the status of holdings of interested parties and senior officers as of March 31, 2026 from April 23, 2026 (reference number: 2026-01-037679), and (2) the Company's immediate report regarding the status of holdings of interested parties and senior officers as of March 31, 2025 from April 7, 2025 (reference number: 2025-01-025458), which are presented in this Prospectus by way of reference.

2.3.2 To the best of the Company's knowledge, as of the date of the Prospectus, the controlling shareholder in the Company is Elco Ltd. ("Elco"), which holds 51.08% of the Company's capital and voting rights in the Company. The controlling shareholders in Elco are the brothers Messrs. Daniel Salkind and Michael Salkind who hold, as of the date of the Prospectus, jointly approximately 65.2% of the share capital and voting rights in Elco. Between Messrs. Daniel Salkind and Michael Salkind there is a voting agreement, according to which they will coordinate their votes at Elco's general meetings.

2.4 Commitment regarding an Issuance or Receipt of a Loan

According to the trust deed in respect of the BONDS (Series 10) of the Company dated March 24, 2021, as amended on November 24, 2022 ("Series J Deed"), the expansion of the series shall be made subject to: (1) transfer to the trustee of an approval from the Company (as stated in the Series 10 Deed), that prior to the date of expansion of series 76 immediately after the issuance, the Company will meet certain financial covenants according to the Series J Deed; (2) that the Company is not, on the eve of the issuance, in breach of any of its said obligations under the Series 10 Deed which constitutes, to the best of the knowledge of the certifying party (as stated in the Series 10 Deed), a cause for immediate repayment of the BONDS; (3) a determination by the Company's Board of Directors that there is no reasonable concern that the expansion of the series will prevent the Company from the ability to meet its existing and expected liabilities; (4) the Company's compliance with all its material obligations towards the holders of the BONDS in accordance with the Series 10 Deed; and (5) receipt of prior approval from a rating company that such expansion of the series does not harm the rating existing at that time of the series of BONDS (Series 10) and insofar as the series is rated by more than one rating company, the examination will be made according to the higher rating among them. Furthermore, the Company shall not be permitted to issue additional series of BONDS, which have any priority in the order of recovery relative to the BONDS (Series 10) of the Company, except if such additional series are secured by collateral.

According to the trust deed in respect of the BONDS (Series 7) of the Company dated January 31, 2024 ("Series G Deed"), the expansion of the series shall be made subject to: (1) transfer to the trustee of an approval from the Company (as stated in the Series 7 Deed), that prior to the date of expansion of series 76 immediately after the issuance, the Company will meet certain financial covenants according to the Series 7 Deed and also that the Company is not, on the eve of the issuance, in breach of any of its said obligations under the Series 7 Deed which constitutes, to the best of the knowledge of the certifying party (as stated in the Series 7 Deed), a cause for immediate repayment of the BONDS; (2) a determination by the Company's Board of Directors that there is no reasonable concern that the expansion of the series will prevent the Company from the ability to meet its existing and expected liabilities; (3) the Company's compliance with all its material obligations towards the holders of the BONDS

Disregarding changes in the holdings of institutional entities which do not reach the minimum threshold for reporting a change in their holdings.

In accordance with the Deed of Series 7 and (4) obtaining prior approval from a rating company that the expansion of the series as mentioned will not impair the existing rating at that time of the BONDS series (Series 7), and to the extent that the series is rated by more than one rating company, the examination will be conducted according to the higher rating among them. Furthermore, the Company shall not be permitted to issue additional series of BONDS, which have any priority in the order of creditors relative to the BONDS (Series 7) of the Company, unless the additional series as mentioned are secured by collateral.

For details regarding the Company's obligations under the trust deeds for the BONDS (Series 10) and the BONDS (Series 7) and under additional financing and credit agreements to which the Company is a party, which may, in certain cases, limit the Company's ability to issue new series of BONDS and/or receive a loan, see Appendix A to Part B (Board of Directors Report) in the Periodic report for the year 2025 and Note 13 to the financial statements for the year 2025.

For details regarding restrictions under the Company's agreements with financing banks in connection with the issuance of BONDS of the Company, see Note 13 to the financial statements for the year 2025.

For details regarding liens recorded by the Company in favor of financing banks, see Note 16 to the financial statements for the year 2025.

2.5 Convertible securities of the Company

On January 16, 2018, the Company approved a plan for the allocation of warrants, under which it allocated warrants to senior officers and employees of the Company, as follows:

Date of board of directors decision on the grant	Quantity of warrants	The offerees	Terms of the warrants (*)
June 2023	1,166,180	Chairman of the Board and CEO of the Company	Immediate report of the Company from June 26, 2023 (reference number: 2023-01-059656)
August 2025	371,782	3 employees in the Company, 2 of whom are officers in the Company	Immediate report of the Company from September 1, 2025 (reference number: 2025-01-065997)
December 2025	182,375	2 managers in the Company, who are employees of the Company	Immediate report of the Company from December 1, 2025 (reference number: 2025-01-095154)

(*) The terms of the warrants are provided by way of reference to the immediate reports of the Company detailed in the table.

For details regarding the terms of the warrants plan see Note 18.e. As of the date of the prospectus a quantity of 1,253,865 of the said warrants is in effect.

2.6 Dividends and bonus shares

For the distribution of dividends by the Company in the years 2024 and 2025 and from January 1, 2026, until close to the date of the prospectus, see Section 4 in Part A (Description of the Corporation's Business) of the Periodic report for the year 2025, which is brought in this prospectus by way of reference. As of January 1, 2026, the Company has not performed a distribution of bonus shares to its shareholders nor dividends.

2.7 Data Summary

2.7.1 The equity attributable to the shareholders of the Company for each NIS 0.0001 par value share capital of the Company according to the financial statements of the Company for December 31 of the years 2025, 2024, and 2023 (without referring to the financial results of the Company after December 31, 2025), is approximately $263,479 thousand, $260,231 thousand, and approximately $320,792 thousand, respectively.

2.7.2 The basic net profit (loss) per share attributable to the company's shareholders for NIS 0.0001 par value share capital of the company according to the company's financial reports for December 31 of the years 2025, 2024 and 2023 (without referring to the company's financial results after December 31, 2025), is approximately (0.75) thousand dollars, approximately (1.52) thousand dollars and approximately (1.13) thousand dollars, respectively.
2.7.3 Below are the highest and lowest closing prices (adjusted for dividends and benefits) of the company's ordinary shares on the Stock Exchange in the years 2024, 2025 and in the period from January 1, 2026 until close to the date of the prospectus (in agorot):

From January 1, 2026 until close to the prospectus date(*)		2025		2024
Date	Price	Date	Price	Date	Price
6.3.2026	6,440	12.10.2025	5,505	17.12.2024	5,184	High Price
1.1.2026	4,840	10.6.2025	4,089	2.7.2024	3,158	Low Price

(*) Until May 5, 2026 (inclusive).

Chapter 3 - The Rights Accompanying the Company's Shares

3.1 Provisions of the Company's Articles of Association

The provisions of the Company's Articles of Association regarding the rights accompanying the Company's shares are presented in this prospectus by way of reference to the Company's Articles of Association, as published in an immediate report of the Company dated December 27, 2018 (Reference No.: 2018-01-119464), which is included in this prospectus by way of reference (the "Articles" or "Company Articles").

3.2 Arrangements set in the Company Articles according to the Companies Law

Below are details of arrangements as specified in Regulation 26(d) of the Securities Regulations (Prospectus Details and Draft Prospectus - Structure and Form), 1969 ("Prospectus Details Regulations"), set in the Company Articles according to the provisions of the Companies Law, 1999 ("Companies Law"):

3.2.1 Amendment of Articles (Sections 20 and 22 of the Companies Law)

The Company may change the Company Articles and/or any provision thereof, by a resolution passed by an ordinary majority at the General Meeting of the Company, unless otherwise provided by law and/or provided in the Articles that a different majority is required. Subject to the provisions of the Companies Law, amendments to the Articles shall be valid from the date the resolution thereon was adopted by the Company or at a later date set in the resolution. See Section 7 of the Company Articles.

3.2.2 Transfer of powers between organs (Section 50 of the Companies Law)

The Company's Board of Directors shall have the powers set forth in the Companies Law and in the Company Articles. Furthermore, the Board of Directors shall be entitled to assume powers granted to the Company's General Manager, for a specific matter or for a specific period of time. See Section 15 of the Company Articles.

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

Except with respect to external directors, who shall be appointed according to the provisions of the Companies Law, the other directors of 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. Furthermore, the Company's Board of Directors shall be authorized to appoint directors by an ordinary majority resolution up to the maximum possible number of board members as stated in the Company Articles. See Section 13b of the Company Articles.

3.2.4 Quorum at a General Meeting (Section 81 of the Companies Law)

No discussion shall be opened at a general meeting unless a quorum is present at its opening. Except for cases where it is otherwise stipulated in the Company Articles or in the Companies Law, a quorum shall be formed when there are present, in person or by proxy or in another manner permitted by the Companies Law, at least two holders of ordinary shares holding or representing together at least 50% of the total voting rights in the Company. See Section 11a of the Company Articles.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting shall be adjourned to the same day in the following week, at the same time and place, or to such other day and/or other hour and/or other place as the Board of Directors shall determine. See Section 11b of the Company Articles.

3.2.5 Quorum at an Adjourned Meeting (Section 81 of the Companies Law)

If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting,

then two shareholders with voting rights, present in person or by their proxies or in another manner that the Companies Law

allow, shall constitute a legal quorum and shall be entitled to discuss the matters for which the adjourned meeting was called. See Section 11b of the Company's Articles of Association.

3.2.6 Chairperson of General Meeting (Section 81 of the Companies Law) - The chairperson of the board of directors or the company secretary or another director appointed for this purpose by the chairperson of the board shall open every general meeting and shall preside as chairperson over every general meeting of the company. If there is no chairperson or if he is not present 15 minutes after the time set for the meeting, or if he does not wish to preside over the meeting, the shareholders present at the meeting shall elect one of them to be the chairperson. See Section 11c of the Company's Articles of Association.

3.2.7 Majority at General Meeting (Section 85 of the Companies Law) - All ordinary shares are of equal rights in all respects and each ordinary share entitles its holder to [...] one vote for each ordinary share in every vote at any general meeting of the company in which the holder participates; except if otherwise provided by law, a company resolution at a general meeting shall be considered legally passed if it received a regular majority of the votes of those participating in the vote. See Sections 3b and 12b of the Company's Articles of Association.

3.2.8 Decision Making in the Board of Directors (Sections 105 and 107 of the Companies Law) - Each director shall have one vote and board decisions shall be made by a majority of votes. The chairperson of the board of directors shall have an additional vote in case of a tie between votes in favor and votes against. See Section 14a of the Company's Articles of Association.

3.2.9 Term of Office of Directors (Section 222 of the Companies Law) - Notwithstanding the provisions of Regulation 13bi of the Articles, the chairperson of the board shall continue to serve as a director as long as he serves as chairperson of the board and his term as director shall cease, along with the other board members, at the end of the first annual meeting following his replacement by another chairperson of the board, or according to Regulation 13c of the Articles. See Section 13t of the Company's Articles of Association.

3.2.10 Exemption from Liability (Section 259 of the Companies Law) - Subject to the provisions of any law, the company may, both in advance and retroactively, exempt an officer from his liability, in whole or in part, for damage due to breach of the duty of care towards it. Notwithstanding the above, the company may not exempt in advance a director from his liability towards it due to breach of the duty of care in a distribution or in connection with a resolution or transaction in which the controlling shareholders or any officer in the company (including an officer other than the one for whom the letter of exemption is granted) has a personal interest. See Section 17c of the Company's Articles of Association.

3.2.11 Merger (Section 324 of the Companies Law) - Company decisions in the matters specified below shall be made at a general meeting of the company's shareholders, to the extent that the general meeting decision is required under the Companies Law and there is no legal exemption from it: approval of a merger according to the first chapter of the eighth part of the Companies Law. It will be clarified that to the extent that the general meeting's approval for the merger is required as stated under the Companies Law and there is no exemption from its existence, the majority required to approve the merger will be a regular majority. See Section 4.10 of the Company's Articles of Association.

The description of the Articles' provisions on the matters listed in Section 3.2 above is a concise description of the Articles' provisions regarding those matters and it does not constitute a substitute for reviewing the full text of the Company's Articles of Association.

Chapter 4 - Offering Proceeds and their Designation

4.1 Offering Proceeds

As of the date of this prospectus, the Company is not offering any securities and in any case there will be no immediate proceeds following the publication of the prospectus and no minimum proceeds have been determined following the publication of the prospectus.

4.2 Use of Proceeds

As of the date of this prospectus the Company is not raising any amount. In the event that securities are offered to the public in the future according to this prospectus and according to shelf offering reports, the proceeds received from these offerings will be designated for various purposes, as the Company decides from time to time and/or as will be specified in the shelf offering reports.

In the shelf offering reports, to the extent there are such, the Company will specify the manner in which it will invest the offering proceeds until the date on which they are used. Should a specific designation be determined for the offering proceeds according to the shelf offering report that the Company will publish, it will be detailed in the shelf offering report.

5-1

Chapter 5 - Description of the Company, its development and business

5.1 General

In accordance with Regulation 44(a1) and Regulation 6b of the Prospectus Details Regulations, the description of the Company's business is included in this prospectus by way of reference to Part A (Description of the Corporation's Business) in the Periodic report for the year 2025.

5.2 Material changes and developments relative to the information appearing in the Periodic report for the year 2025 and up to a date close to the date of the prospectus

For material changes and developments regarding the Company's business, which occurred after the date of signing the financial statements for 2025 and up to a date close to the date of the prospectus, see the event report, as defined in Regulation 56a of the Prospectus Details Regulations, presented in Section 8.3 of the prospectus.

5.3 Concentration of data regarding material subsidiaries and material affiliates of the Company

5.3.1

For details regarding material subsidiaries and material affiliates of the Company and holdings in their shares, as of the date of the prospectus, and for details to the best of the Company's and its directors' knowledge, regarding holders who, as of a date close to the date of the prospectus, hold twenty-five percent (25%) or more of the issued share capital or voting power or the authority to appoint directors, in material subsidiaries and material affiliates of the Company, see Regulation 11 of Part D (Additional Details) in the Periodic report for the year 2025, included in this prospectus by way of reference.¹

5.3.2

For details regarding the dividends, interest, and management fees that the Company received or was entitled to receive from each of its material subsidiaries and material affiliates (as of December 31, 2025), in each of the years 2024 and 2025, see Regulation 13 of Part D (Additional Details) in the Periodic report of the Company for the year 2024, as published in the Periodic report of the Company dated March 25, 2025 (reference number: 2025-01-019976), included in this prospectus by way of reference ("the Periodic report for the year 2024") and Regulation 13 of Part D (Additional Details) in the Periodic report for the year 2025, included in this prospectus by way of reference.

5.3.3

Below are details regarding each payment of their profits (before and after tax provision) of material subsidiaries and material affiliates of the Company (as of December 31, 2025) in each of the years 2024 and 2025, as well as details regarding the dividends, interest, and management fees that the Company received from the aforementioned companies or was entitled to receive in the period after December 31, 2025, and until a date close to the date of the prospectus (in thousands of dollars):

¹ For details regarding the holding structure of the Company's investment funds, see the diagram in Section 1.6 of Part A in the Periodic report for the year 2025 (it should be noted that the remaining rights are held by partners who do not have a holding of 25% or more in the fund's capital).

5-2

Name of the held company	Description of the held activity	2024		2025		Payments received by the company or which it is entitled to receive after December 31, 2025 and until a date close to the prospectus date(*)
		Profit (loss) before tax	Profit (loss) after tax	Profit (loss) before tax	Profit (loss) after tax	dividend	interest	management fees
Electra America Inc.	Investment in housing clusters in the USA	(10,249)	8,872	10,696	12,504	-	6,094	87,056
Electra Multifamily Investments Fund II, L.P	The second fund for investments in housing clusters	(21,953)	(21,953)	(16,730)	(16,730)	-	-	504
American Landmark Electra Multifamily Investment Fund III L.P	The third fund for investments in housing clusters	(14,186)	(14,186)	12,687	12,687	-	-	2,342
American Landmark Electra Multifamily Investment Fund IV L.P	The fourth fund for investments in housing clusters	(2,768)	(2,768)	5,280	5,280	-	-	2,661
Electra America SD Mall JV LLC, Electra America Southland 2 JV LLC	Lands for investment in Miami	(13,839)	(13,839)	(5,178)	(5,178)	-	-	-

(*) As of May 6, 2026.

5.4 Explanations of the company's board of directors on the company's state of affairs as of December 31, 2025

Explanations of the company's board of directors on the company's state of affairs as of December 31, 2025 are provided by way of reference to Part B (Board of Directors Report) in the Periodic report for the year 2025.

5.5 Certain obligations of the issuer

None. Except for grant payments to officers and management fees to Elco Ltd.

Chapter 6 - The Company's Board of Directors

6.1 The Company's Board of Directors

For details regarding the directors serving on the Company's Board of Directors as of the date of the Prospectus, see Regulation 26 in Part D (Additional Details) of the Periodic report for the year 2025, which is included in this Prospectus by way of reference.

The following is an update regarding the aforementioned details, to the best of the Company's knowledge:

Director Name	Update of Details
Daniel Salkind	Ceased to serve as a director in G. Salkind Ltd. (due to liquidation).
Michael Salkind	Ceased to serve as a director in G. Salkind Ltd. (due to liquidation).
Lilach Shafir Friedland	Ceased to be the owner of a network of learning centers for teaching mathematics; update of the name of the company where she serves as a member of the advisory committee to “Prisma Investments Ltd.” (instead of: “Prisma R.M.A.N. Real Estate Investments Ltd.”).
Naama Zeldis	Completed her term as an independent director in Orbit Technologies Ltd.; update of the name of the company where she serves as an external director and chairperson of the audit committee to “Vitorix Ltd.” (instead of: “Aquarius Engines (A.M) Ltd.”).

6.2 Senior Officers (who are not directors of the company)

For details regarding the senior officers (who are not directors) serving in the Company as of the date of the Prospectus, see Regulation 26A in Part D (Additional Details) of the Periodic report for the year 2025, which is included in this Prospectus by way of reference.

6.3 Independent Authorized Signatory

There is no independent authorized signatory in the Company.

6.4 Additional Details

Prospectus Attorneys: Goldfarb Seligman & Co., Law Offices
98 Yigal Alon Street, Tel Aviv

The Company's post Forer Gabbay & Kasierer
accountants: 144A Menachem Begin Road, Tel Aviv

The Company's 98 Yigal Alon Street (50th Floor), Tel Aviv 6789141
registered office:

6.5 The Provisions of the Company's Articles of Association relating to the members of the Board of Directors

The provisions of the Company's articles regarding the maximum and minimum number of directors, the methods of their appointment or election, their term of office, their replacement, the termination of their office, their compensation and the appointment of board committees and the powers that can be granted to them, are included in this Prospectus by way of reference to the Company's Articles of Association as published in the Company's immediate report dated December 27, 2018 (Reference number: 2018-01-119464).

Regarding arrangements under the Companies Law concerning the Company's Board of Directors, as established in the Company's Articles of Association, see Section 3.2 of the Prospectus.

Chapter 7 - Interested Parties in the Company

7.1 Remuneration for interested parties and senior officers in the Company

Details regarding the remuneration¹ given in the years 2024 and 2025 by the Company or by another to each of the five highest-paid recipients among the senior officers in the Company² or in a corporation under its control, in connection with their tenure in the Company itself or in a corporation under its control, as well as to any interested party in the Company to whom remuneration was given by the Company or a corporation under its control in connection with services provided as a functionary in the Company or in a corporation under its control, are brought, respectively, by way of reference to Regulation 21 in Part D (the Additional Details) of the Periodic report for the year 2024, brought in this prospectus by way of reference, and to Regulation 21 in Part D (the Additional Details) of the Periodic report for the year 2025, brought in this prospectus by way of reference.

7.2 Transactions with controlling shareholders

For details, to the best of the Company's knowledge, regarding transactions with a controlling shareholder or in whose approval a controlling shareholder has a personal interest, which the Company, companies under its control or its affiliated companies entered into during the years 2024 and 2025 as well as during the period starting on January 1, 2026 and ending on a date close to the date of the prospectus, or at an earlier date and which are still in effect on the date of the prospectus (excluding negligible transactions), are brought here by way of reference to Regulation 22 in Part D (the Additional Details) of the Periodic report for the year 2024, and by way of reference to Regulation 22 in Part D (the Additional Details) of the Periodic report for the year 2025.

For details regarding the purchase of an insurance policy for the liability of directors and officers in Elco Ltd. and in its held companies (including the Company and other public subsidiaries) for twelve (12) months by the Company, within which the liability of all officers in the Company as they may be from time to time will be insured, including the CEO of the Company and directors who are the controlling shareholders in the Company, and this in accordance with the provisions of Regulation 1B1 of the Companies Regulations (Relief in Transactions with Interested Parties), 5760-2000, see Section 8.3 of the prospectus and the immediate report dated May 4, 2026 (reference number: 2026-01-041047), brought in this prospectus by way of reference.

¹ "Remuneration" - including an undertaking to provide remuneration, whether directly or indirectly, and including a sum of money and anything that is money equivalent, salary, bonus, management fees, consulting fees, rent, commission, interest, share-based payment, retirement remuneration that is not a pension payment, benefit and any other benefit, and all excluding dividend.

² With reference to interested parties and senior officers in the Company at the relevant date.

Chapter 8 - Financial Statements

8.1 The financial statements included in the prospectus by way of reference

8.1.1

The financial statements included in this prospectus in accordance with the provisions of Regulations 60b and 60d of the Securities Regulations (Details of the Prospectus and Draft Prospectus - Structure and Form), 1969 ("Prospectus Details Regulations"), are as follows:

8.1.1.1

The annual consolidated financial statements of the Company for the year 2025, presented in this prospectus by way of reference to said financial statements that were attached to the Periodic report for the year 2025;

8.1.1.2

The report regarding financial data and separate financial information of the Company for the year 2025, according to Regulation 9c of the Securities Regulations (Periodic and Immediate Reports), 1970 ("Reporting Regulations"), presented in this prospectus by way of reference to said report that was attached to the Periodic report for the year 2025;

8.1.1.3

The annual financial statements of Electra Multifamily Investments Fund II, L.P. ("EMIF II"), an associate company, presented in this prospectus by way of reference to said financial statements that were attached to the Periodic report for the year 2025.

8.1.2

The Company's report on its statement of liabilities by maturity dates as of December 31, 2025, according to Regulation 9d of the Reporting Regulations, is presented in this prospectus by way of reference to said report which was published concurrently with the publication of the Periodic report for the year 2025 (Reference number: 2026-01-025542).

8.1.3

The annual report regarding the effectiveness of internal control over financial reporting and disclosure in the Company for the year 2025, according to Regulation 9b of the Reporting Regulations, including the statements of the CEO and CFO of the Company, is presented in this prospectus in accordance with the provisions of Regulation 60e of the Prospectus Details Regulations by way of reference to said report as attached to the Periodic report for the year 2025.

8.1.4

Furthermore, this prospectus includes an 'Events Report', as defined in Regulation 56a of the Prospectus Details Regulations, regarding material events that occurred after the date of signing the Company's financial statements for the year 2025 and regarding material events that occurred after the date of signing the financial statements of EMIF II for the year 2025. For said Events Report, see Section 8.3 of the prospectus.

8.2 Consent letters from auditing accountants and a consent letter from appraisers attached to this prospectus

Below is a list of consent letters from the auditing accountants of the Company and of EMIF II, as well as consent letters from an appraiser, attached in Section 8.4 of this prospectus, in

accordance with the provisions of Regulations 62(a1) and 62a(a)(2) of the Prospectus Details Regulations:

8.2.1 Consent letters from the auditing accountants of the Company and of EMIF II which include their consent to include in the prospectus, including by way of reference, their auditing accountants' reports, for each of the reports listed in Sections 8.1.1.1 to 8.1.1.3 of the prospectus, all in accordance with the versions of said consent letters.

8.2.2 Consent letter from COLLIERS INTERNATIONAL VALUATION & ADVISORY SERVICES regarding their work on "SOUTH PLACE CITY CENTER, 20505 S Dixie Highway, Cutler Bay, Florida 33189 - as of June 30, 2025" which was attached to the report for the second quarter of 2025 of the Company, as published on August 25, 2025 (Reference number:

8-2

2025-01-063113), and which is presented in this prospectus by way of reference. Within the framework of the appraiser's consent letter, his consent is included to include in the prospectus, including by way of reference, the said appraisal work, all in accordance with the wording of the said consent letter. It should be noted that since the effective date of the valuation and until the date of the prospectus, more than ninety (90) days have passed. In the company's estimation, and for the purpose of determining the value of data in its financial statements as of December 31, 2025, no changes occurred after the effective date of the said valuation that are likely to materially change the valuation conclusions since the effective date of the valuation and until the date of the company's Periodic report as of December 31, 2025.

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Event Report

Below is an event report, as defined in Regulation 56a of the Prospectus Details Regulations, regarding events that occurred after the date of signing of the consolidated financial statements of the Company for the year 2025 (namely, March 22, 2026) and regarding events that occurred after the date of signing of the consolidated financial statements of EMIF II for the year 2025 (namely, March 22, 2026) and until the date of publication of this prospectus:

8.3.1

Events and acquisitions as of the date of the prospectus:

Residential complexes in the USA:

Fifth fund for investment in residential complexes:

Property Name	Acquisition Date	Property Location	Number of Housing Units	Purchase Price (100%) in millions of dollars	Invested Equity (100%) in millions of dollars	Invested Equity (Fund's Share) in millions of dollars
Courtney Meadows	15.4.2026	Jacksonville, Florida	276	approx. 52.3	approx. 22.6	approx. 22.6
Tramore Village	15.4.2026	Atlanta, Georgia	324	approx. 63.2	approx. 25	approx. 25

After these transactions, the Fifth Fund for investment in residential complexes holds 1,020 housing units, in three residential complexes in the Southeast USA, with a total capital investment of approximately $65 million (fund's share).

Total commitments signed in connection with the Fifth Fund for investment in residential complexes in the USA up to the date of the prospectus amount to a total of approximately $485 million (including commitments in the amount of $25 million raised from Co Investor Partners).¹

As of the date of the prospectus, the Company holds and manages 30,864 housing units, in 101 residential complexes in the Southeast USA.

SFR-BTR Investment Partnerships:

As of the date of the prospectus, the Company holds (together with limited partners, through 25 partnerships) and manages as a managing partner (GP) 4,252 single-family homes, mainly in the Southeast USA, with a total transaction volume (100%) of approximately $1.2 billion and invested capital (100%) of approximately $474 million.

In addition, as of the date of the prospectus, the held company invested a total of approximately $8.7 million for the purchase of land, deposits, and advances for the construction and purchase of additional future homes.

Fund for investment in private homes for rent - BTR:

As of the date of the prospectus, the Fund for investment in private homes for rent - BTR, holds four complexes, of which one complex where all homes have been received (103 homes), and three additional complexes which are expected to include 348 homes that have not yet been fully received (as of the date of the prospectus, 193 homes have been received in the three complexes). The capital invested for the total homes received stands at a total of approximately $37.3 million (fund's share).

In addition, as of the date of the prospectus, the Fund invested a total of approximately 21.7 million for deposits and advances for the purchase of 538 additional future homes (of which, deposits totaling 4.2 million

¹ Total commitments signed in the Fifth Fund include a total of $45 million which was approved by the investment committee of an institutional body which is in an advanced process of joining the fund. Total commitments from Co investor Partners include a total of $10 million which were approved by the investment committee of an institutional body but have not yet been signed.

dollars are for the purchase of the remaining 155 houses in the three purchase transactions carried out and 17.5 million dollars for 2 future transactions including 383 houses).

Total commitments signed regarding the fund for investment in private rental homes - BTR until the prospectus date amount to a total of approximately 235 million dollars (due to technical regulatory restrictions applying to institutional entities that invested in the fund, as of the prospectus date, the effective volume of commitments is low relative to the total signed commitments. Future fundraising, to the extent it materializes, may permit these restrictions).

Debt funds for financing residential clusters in the USA:

As of the prospectus date, the two debt funds for financing residential clusters in the USA hold 50 transactions with a total investment volume of approximately 619 million dollars.

UK Investment Fund:

Asset Name	Purchase Date	Ownership	Asset Location	Total Area	Purchase Price (100%) in GBP millions	Invested Equity (100%) in GBP millions	Invested Equity (Fund's share) in GBP millions
Wilson St.	15.04.2026	UK Investment Fund	London	approx. 6,900 sqm	64.7	approx. 32.0	approx. 24.0

As of the prospectus date, the UK Investment Fund holds four office buildings with a total investment volume of approximately 74.8 million GBP. In addition, the fund invested a total of approximately 350 thousand GBP in a deposit and down payment for the purchase of an additional asset.

Total commitments signed regarding the UK Investment Fund until the prospectus date amount to a total of approximately 169 million GBP and approximately 22 million GBP raised from Co Investors Partners, totaling approximately 191 million GBP raised.

Private Hotel REIT:

As of the prospectus date, the Private Hotel REIT holds 7 hotels, containing approximately 1,340 rooms, with a total investment volume of approximately 524 million dollars.

Total commitments signed regarding the Hotel REIT until the prospectus date amount to a total of approximately 745 million dollars (due to technical regulatory restrictions applying to institutional entities that invested in the Hotel REIT, as of the prospectus date, the effective volume of commitments is low relative to the total signed commitments. Future fundraising, to the extent it materializes, may permit these restrictions).

8.3.2 Purchase of liability insurance policy for directors and officers

On May 3, 2026, the company's Remuneration Committee approved the purchase of a liability insurance policy for directors and officers of Elco Ltd. and its held companies (including the Company and its subsidiaries), under which the liability of all officers in the company will be insured, including the company's CEO and directors and officers who are the controlling shareholders in the company, as they will be from time to time, in accordance with regulation 1B1 of the Companies Regulations (Relief in transactions with interested parties), 5760-2000 ("Relief Regulations").

The aforementioned policy was purchased from a third party for a period of 12 months, from May 1, 2026, with the end of the existing insurance policy period, and until April 30, 2027, at a total cost to the group of approximately 365.7 thousand dollars and with a total insurance coverage, per occurrence and in aggregate, of 120 million dollars. All officers in the company are insured under the policy on identical terms.

The Compensation Committee determined that the engagement is for the benefit of the company and that it meets the conditions of Regulation 1B1 of the Relief Regulations, since its terms were set in Section G of the company's compensation policy that was approved by the general meeting of the company in accordance with Section 267A(B) of the Companies Law, 5759-1999, the engagement is on market terms and is not likely to materially affect the company's profitability, its assets or its liabilities.

The Compensation Committee and the company's Board of Directors approved on May 3 and 4, 2026, respectively, the distribution of premium payments for the insurance policy for the liability of directors and officers as stated among the companies in the Elco Group, according to a distribution key proposed by an external consultant, such that the company's share will be 22.4% - a total of approximately 82 thousand dollars for a period of 12 months. The Board of Directors also determined that the company's engagement terms in the distribution of the said premium payments are not materially different from the engagement terms of the other group companies, taking into account their relative share, and therefore the engagement meets Regulation 1(4) of the Relief Regulations. Additionally, for the sake of good order, it was approved that the policy terms will also apply to directors who are the controlling shareholders in the company and to the CEO of the company, in accordance with Regulations 1B(a)(5) and 1A1 of the Relief Regulations, respectively, in view of the fact that their policy terms are identical to those of the other directors and officers, they are on market terms and cannot materially affect the company's profitability, its assets or its liabilities.

8-6

Gil Roshinek
Chairman of the Board of Directors

Amir Yaniv
CEO

Eliezer Wesley
CFO

Date: May 6, 2026

8-7

8.4 Below are the consent letters of the auditors and the consent letter of the valuers

May 6, 2026

Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel-Aviv 6492102
Tel. +972-3-6232525
ey.com

The Board of Directors of
Electra Real Estate Ltd. ("the Company")
98 Yigal Alon, Tel Aviv-Yafo

Dear Sir/Madam,

Subject: Shelf prospectus of Electra Real Estate Ltd. intended for publication in May 2026

We hereby inform you that we agree to the inclusion (including by way of reference) in the subject shelf prospectus of our reports detailed below:

The accountant's report dated March 22, 2026 on the consolidated financial statements of the Company as of December 31, 2025 and 2024 and for each of the three years ended December 31, 2025, 2024 and 2023.
A special accountant's report dated March 22, 2026 on the separate financial information of the Company as of December 31, 2025 and 2024 and for each of the three years ended December 31, 2025, 2024 and 2023, pursuant to Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 1970.
The accountant's report dated March 22, 2026 on the audit of the effectiveness of internal control over financial reporting of the Company as of December 31, 2025.

We agree that this letter will be included in the Company's shelf prospectus.

Kost Forer Gabbay & Kasierer
Accountants

May 6, 2026

Kost Forer Gabbay & Kasierer
144A Menachem Begin Road,
Tel-Aviv 6492102
Tel. +972-3-6232525
ey.com

To
The Board of Directors of
Electra Real Estate Ltd. ("the Company")
98 Yigal Alon, Tel Aviv-Yafo

Dear Sirs,

Re: Shelf Prospectus of Electra Real Estate Ltd. intended to be published in May 2026

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

The auditor's report dated March 22, 2026 on the consolidated financial statements of Electra Multifamily Investments Fund II, L.P. as of December 31, 2025 and 2024 and for each of the three years ended December 31, 2025, 2024 and 2023.

We consent to the inclusion of this letter in the Company's shelf prospectus.

Kost Forer Gabbay & Kasierer
Accountants

Jerry Goclan, MAI MRICS
Executive Vice President – US Client Services & Relations
4830 W. Kennedy Blvd., Suite 300
Tampa, FL 33609
www.colliers.com/valuationadvisory

Date: May 6, 2026

To: Electra Real Estate Ltd

Re: Shelf Prospectus of Electra Real Estate Ltd (the "Company") which is scheduled to be Published in May 2026

All your request, we the undersigned, hereby give our consent to Electra Real Estate Ltd (the "Company") for inclusion (including by way of reference) of the appraisal, in it's entirety and subject to the reliance language within the appraisal report, of SOUTH PLACE CITY CENTER LAND BLOCKS, 20505 S Dixie Highway, Cutler Bay, Florida 33189 that was carried out by our firm dated June 30, 2025 in the Company's Shelf Prospectus which is scheduled to be Published in May 2026.

We consent that this letter shall be included in the Company's shelf prospectus.

Respectfully submitted,

G. Justin Lovett, MAI
Valuation Services Director

Jerry Goclan, MAI MRICS
Executive Vice President
US Client Services & Relations

Accelerating success.

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Chapter 9 - Additional Details

9.1 Legal Counsel's Opinion

The Company received the following legal opinion:

To: Tel Aviv-Yafo. 6789141
Electra Real Estate Ltd.
May 6, 2026
98 Yigal Alon (Floor 50)

Dear Sirs,

Re: Electra Real Estate Ltd. (the "Company") - Shelf Prospectus of the Company (the "Shelf Prospectus")

At your request, with reference to the subject shelf prospectus, we hereby provide our opinion that the directors of the Company were duly appointed and their names are included in the shelf prospectus.

We agree that this opinion of ours will be included in the shelf prospectus.

Sincerely,

Meirav Keinan-Wagner, Adv. Ronit Kovatz, Adv. Miraa Nasirath, Adv.

Goldfarb Gross Seligman & Co., Law Offices

9-2

Accountant's Opinion

For the accountants' opinion of the company see chapter 8 of the prospectus.

9.3 Application fee for granting a permit to publish a prospectus

In accordance with the provision of Regulation 4A of the Securities Regulations (Application fee for granting a permit to publish a prospectus), 1995, the company paid the Securities Authority an application fee for granting a permit 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 in the amounts and at the times as set forth in those regulations.

9.4 Commissions paid by the company in the two years prior to the date of the prospectus in connection with the issuance of securities

In September 2024, the company conducted a private placement to classified investors of 126,400,000 NIS par value BONDS (Series 7) by way of an expansion of a listed series. For details see the company's immediate report (supplementary) dated September 19, 2024 (reference number: 2024-01-604390). For the issuance of the BONDS (Series 7) as stated, the company paid commissions in a non-material amount.

For details regarding commissions paid by the company as part of the issuance of BONDS (Series 7) of the company in November 2024, see section 12 of the shelf offering report of the company dated November 28, 2024 (reference number: 2024-01-620314), which is brought in this prospectus by way of reference.

In July 2025, the company conducted an issuance of 200,000,000 NIS par value commercial papers (Series 1) (non-tradable). For details see the company's immediate report dated July 16, 2026 (reference number: 2025-01-052862). For the said commercial papers (Series 1), the company paid commissions in a non-material amount.

9.5 Allocation of securities for consideration that is not entirely in cash in the two years prior to the date of the prospectus

In the two years prior to the date of the prospectus, the company did not allocate and did not undertake to allocate securities of the company for consideration that is not entirely in cash.

9.6 Inspection of documents

Copies of this shelf prospectus, the company's articles of association, and every opinion or approval mentioned in this prospectus, are available for public inspection during regular business hours and by prior appointment at the company's offices. Also, a copy of the company's prospectus and the company's articles of association is available for public inspection on the distribution site of the Securities Authority, at: www.magna.isa.gov.il.

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Chapter 10 - Signatures

The Company

Electra Real Estate Ltd.

The Directors

Gil Rushinek

Daniel Salkind

Michael Salkind

Lilach Shapir Friedland

Giora Bar Dea

Naama Zeldis

5/8/2026 | 1:11:59 PM

AI assistant

Electra Real Estate Ltd. — Capital/Financing Update 2026

6768_rns_2026-05-06_3af70486-9d04-46cb-a120-08a634f8b1cb.pdf

Electra Real Estate Ltd.

Shelf Prospectus

Electra Real Estate Ltd.

Chapter 1 - Introduction

General

Permits and Approvals

Capital, Reserves and Surpluses

1.3.1 Registered, issued and paid-up share capital as of the prospectus date:

1.3.2 Equity of the Company (in USD thousands) as of December 31, 2025:

1.3.3 Changes after the date of the statement of financial position:

1.4 Details of BONDS in Circulation

1.4.1 BONDS in Circulation :

1.4.2

Chapter 2 - The Company's Share Capital

2.1 Details regarding the Company's share capital as of the Prospectus date

Developments in the Company's registered and issued capital over the past three years

2.2.1 Developments in the registered capital:

2.2.2 Developments in the issued capital:

2.5 Convertible securities of the Company

2.6 Dividends and bonus shares

2.7 Data Summary

Chapter 3 - The Rights Accompanying the Company's Shares

3.1 Provisions of the Company's Articles of Association

3.2 Arrangements set in the Company Articles according to the Companies Law

3.2.1 Amendment of Articles (Sections 20 and 22 of the Companies Law)

3.2.2 Transfer of powers between organs (Section 50 of the Companies Law)

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

3.2.4 Quorum at a General Meeting (Section 81 of the Companies Law)

3.2.5 Quorum at an Adjourned Meeting (Section 81 of the Companies Law)

Chapter 4 - Offering Proceeds and their Designation

4.1 Offering Proceeds

4.2 Use of Proceeds

Chapter 5 - Description of the Company, its development and business

5.1 General

5.2 Material changes and developments relative to the information appearing in the Periodic report for the year 2025 and up to a date close to the date of the prospectus

5.3 Concentration of data regarding material subsidiaries and material affiliates of the Company

5.3.1

5.3.2

5.3.3

5.4 Explanations of the company's board of directors on the company's state of affairs as of December 31, 2025

5.5 Certain obligations of the issuer

Chapter 6 - The Company's Board of Directors

6.1 The Company's Board of Directors

6.2 Senior Officers (who are not directors of the company)

6.3 Independent Authorized Signatory

6.4 Additional Details

6.5 The Provisions of the Company's Articles of Association relating to the members of the Board of Directors

Chapter 7 - Interested Parties in the Company

7.1 Remuneration for interested parties and senior officers in the Company

7.2 Transactions with controlling shareholders

Chapter 8 - Financial Statements

8.1 The financial statements included in the prospectus by way of reference

8.1.1

8.1.1.1

8.1.1.2

8.1.1.3

8.1.2

8.1.3

8.1.4

8.2 Consent letters from auditing accountants and a consent letter from appraisers attached to this prospectus

Event Report

Events and acquisitions as of the date of the prospectus:

Residential complexes in the USA:

SFR-BTR Investment Partnerships:

Fund for investment in private homes for rent - BTR:

Debt funds for financing residential clusters in the USA:

UK Investment Fund:

Private Hotel REIT:

8.3.2

Purchase of liability insurance policy for directors and officers

8.4 Below are the consent letters of the auditors and the consent letter of the valuers

Chapter 9 - Additional Details

9.1 Legal Counsel's Opinion

Accountant's Opinion

9.3 Application fee for granting a permit to publish a prospectus

9.4 Commissions paid by the company in the two years prior to the date of the prospectus in connection with the issuance of securities

9.5 Allocation of securities for consideration that is not entirely in cash in the two years prior to the date of the prospectus

Electra Real Estate Ltd. Capital/Financing Update 2026