Electra Real Estate Ltd. — Share Issue/Capital Change 2025

Nov 24, 2025

Electra Real Estate Ltd. (the Company)

Immediate Report on a Non-Material Private Allocation pursuant to the Securities Regulations (Offer of Securities by a Listed Company), 2000

To: Israel Securities Authority www.isa.gov.il

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

November 24, 2025

Re: Immediate Report on a Non-Material Private Allocation pursuant to the Securities Regulations (Offer of Securities by a Listed Company), 2000

The Company is hereby honored to announce that on November 23, 2025, the Company's Board of Directors approved a total allocation of 182,375 options for the purchase of Company shares (the Options and the Exercise Shares, respectively), to two managers in the Company who are not ocers (the Offerees), in accordance with the Company's option plan as approved by the Board on January 16, 2018 (the Option Plan), and in accordance with the quantity and other terms as detailed in this report below.

• 1. The Offerees are employees of the Company, who are not controlling shareholders of the Company by virtue of their holdings in the Company's shares, and will not become controlling shareholders as a result of the allocation of options or their exercise. The Offerees are not interested parties (as such term is dened in section 270(5) of the Companies Law, 1999) and will not become interested parties as a result of the allocation which is the subject of this report.
• 1. Quantity and Percentage of Securities out of the Voting Rights and Issued Share Capital of the Company

Assuming the exercise of all options into shares on a one-share-per-option basis (that is, 182,375 shares of the Company), these shares, taking into account the current issued and paid-up capital of the Company, will comprise approximately 0.28% of the Company's share capital and voting rights, and assuming full dilution (i.e., exercise of all convertible securities of the Company into shares), approximately 0.27% of the Company's share capital and voting rights.¹

1. Terms of the Offered Securities

The offered securities are offered to the Offerees within the framework of their being employees of the Company, between whom and the Company there exist employer-employee relations.

The issued and paid-up share capital of the company comprises 65,348,323 ordinary shares. This amount includes 892,127 dormant shares. All calculations ignore the aforementioned dormant shares. In addition, the above gures assume full allocation of the options and their full exercise into exercise shares at a ratio of one exercise share for each exercised option. However, the assumption regarding the exercise of options into exercise shares at a 1:1 ratio is theoretical only, since in practice, upon exercise of the options, Offerees will be allocated only such number of shares reecting the nancial benet embedded in the options (net exercise – cashless), as detailed in section 4 below. 1

Electra Real Estate Ltd. (the Company)

To: Israel Securities Authority www.isa.gov.il

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

Immediate Report on a Non-Material Private Allocation pursuant to the Securities Regulations (Offer of Securities by a Listed Company), 2000

3.1 General

The options will be offered to the Offerees in accordance with the Company's option plan, in the framework of their being employees of the Company, subject to prevailing law, including the provisions of the Capital Gain Track registered under Sections 102(b)(2) and 102(b)(3) of the Income Tax Ordinance [New Version], 1961 (the capital gain track and the Income Tax Ordinance, respectively).

The options granted to the Offerees pursuant to the capital gain track will be deposited for them in trust with a trustee (the Trustee), who will hold them in trust throughout the life of the option and not less than the periods specied in Section 102 of the Income Tax Ordinance (Section 102), and in accordance with the conditions detailed below.

Upon exercise of the options into exercise shares, the exercise shares will be registered in the shareholder register of the Company in the name of the Company for registration purposes (Mizrahi-Tefahot Registration Company Ltd.), and with the TASE member - in the name of the Trustee (until the release date of the exercise shares from the Trustee's possession or their sale by the Trustee for the Offerees) or in the name of the Offerees, as the case may be².

The exercise shares will be listed for trading on the Tel Aviv Stock Exchange Ltd. (the Exchange) beginning from their allocation date. The options themselves will not be listed for trading.

The Company shall keep in its registered capital a sucient amount of registered but unissued shares in order to allocate the exercise shares in accordance with this offer, subject to any adjustments made pursuant to Section 5 below, or will cause there to be a sucient number of such shares.

3.2 Exercise Price of the Options and Exercise Price

The options are offered to the Offerees without consideration.

The exercise price of the options (the Exercise Price) will equal the average price of the Company's shares on the Exchange during the 30 trading days prior to the Board of Directors' resolution regarding the allocation, plus 2.5% for each year from the allocation date until the vesting date, but not above 7.5% in total.

In this context it is noted that the average closing price of the Company's shares on the Exchange during the 30 trading days before the Board of Directors' decision was NIS 49.31. Accordingly, in the rst tranche³, the exercise price will be NIS 50.55, in the second tranche after the allocation date the exercise price will be NIS 51.78, and in the third tranche and onwards the exercise price will be NIS 53.01.

By the Board of Directors (NIS 42.79) according to the anticipated annual change in the exercise price:

By the Board of Directors (NIS 42.79) according to the anticipated annual change in the exercise price:

It is claried that wherever there is a reference in the plan and in the report to the allotment of exercise shares to Offerees or to the trustee on their behalf, as the case may be, the shares will be registered in the company's shareholder register in the name of the company for registration purposes. 2

Regarding the vesting date of each tranche, namely, the exercise price of the rst tranche of options shall at all times be NIS 50.55, and so forth, the exercise price of the second tranche of options shall at all times be NIS 51.78 and the exercise price of the third, fourth and fth tranches shall at all times be NIS 53.01. 3

The following table details the ratio between the exercise price and the underlying asset price at the date of the decision.

The exercise price is subject to adjustments as detailed in Section 5 below. The exercise price is not linked to the Consumer Price Index or any other index.

At the time of exercise, the Offerees will not be required to pay the exercise price except as detailed in Section 4 below.

Vesting from the grant date (Option Tranche)	1	2	3	4	5
Underlying asset price (NIS)	42.79	42.79	42.79	42.79	42.79
Expected exercise price (NIS)	50.55	51.78	53.01	53.01	53.01 123.88%
% Exercise price from underlying asset price	118.14%	121.01%	123.88%	123.88%

The rst option tranche, the second option tranche, the third option tranche, the fourth option tranche, and the fth option tranche shall hereinafter be referred to collectively as: the Option Tranches, and each such tranche individually: Option Tranche.

After ve (5) years have elapsed from the allocation date, all the Option Tranches will be exercisable.

Existence of employer-employee relationship⁴ - the vesting period will only be considered a period during which an employeremployee relationship exists between the Company and each of the Offerees.

Acceleration provisions - Notwithstanding the above, if Electra Ltd. ceases to be the controlling shareholder of the Company and as a result the employment of any Offeree is terminated, the vesting dates of the options will be accelerated such that upon the change of control the next (and only the next) option tranche that has not yet vested as of the change of control date will vest. For this purpose, "control" shall have the meaning as dened in the Securities Law, 1968.

3.3 Vesting Periods (Vesting)

Vesting period - the options will become exercisable as follows:

• 3.3.1 1/5 of the options will become exercisable after two (2) years have elapsed from the allocation date, which is the date of approval of the allocation by the Board of Directors (the allocation date and the rst option tranche, as the case may be);
• 3.3.2 1/5 of the options will become exercisable after two (2) years have elapsed from the allocation date (the second option tranche);
• 3.3.3 1/5 of the options will become exercisable after three (3) years have elapsed from the allocation date (the third option tranche);
• 3.3.4 1/5 of the options will become exercisable after four (4) years have elapsed from the allocation date (the fourth option tranche);
• 3.3.5 1/5 of the options will become exercisable after ve (5) years have elapsed from the allocation date (the fth option tranche).

If an Offeree becomes employed by the Company as an independent contractor, the term employer-employee relationship in this report shall be interpreted accordingly as employment relationship. In such case, the option terms will be adjusted as required. 4

3.4 3.4 Exercise Period and Expiry of Options - Option Tranches Whose Vesting Period Has Passed

Will be exercisable into shares until the end of ve (5) years and 30 days from their allocation date and will expire immediately thereafter (option expiry date). At the option expiry date, all rights of each of the Offerees and/or their heirs regarding the options, including the right to purchase the exercise shares, shall expire. In addition, at the option expiry date, the trust will end.

3.5 3.5 Option Grant Document

After obtaining all the approvals required by law, the Offerees will receive from the Company a written notice regarding the grant of the options (the grant document). The grant document shall specify, among other things, the option terms (such as, number of options, exercise period, exercise price, vesting period, exercising method, and any other condition relating to the option grant), provided the conditions comply with this report, the option plan, and applicable law. Each Offeree shall sign a declaration that they are aware of the provisions of Section 102 of the Income Tax Ordinance and the applicable tax route and that they agree to the contents of the trust agreement to be signed between the Company and the trustee, a copy of which will be attached to the aforementioned declaration.

4. 4. Exercise of Options

• 4.1 The options will be exercisable for exercise shares according to their terms, as detailed in this report.
• 4.2 If any of the Offerees wishes to exercise their right to exercise all or some of their allocated options, they shall submit written notice to the Company at its registered oce (and to the trustee, as applicable) of option exercise, in a format to be determined by the Company from time to time, which shall include, among other things, the number of options the Offeree wishes to exercise (exercise notice), along with payment of a cash amount equal to the par value of the Company's share multiplied by the number of exercise shares to actually be allocated, as explained below, as applicable.⁵ The date the exercise notice and corresponding sum reach the Company will be regarded as the exercise date of the options listed in the exercise notice (date of exercise).
• 4.3 Notwithstanding the above, no exercise of options into shares will take place on the record date⁶ for a bonus share distribution, rights offering, dividend distribution, capital consolidation, capital split, or capital reduction (each such event hereinafter: Company Event). In addition, if the ex-date⁷ of a Company Event occurs before the record date of a Company Event (as these terms are dened in the Stock Exchange Regulations), no exercise of options into shares shall take place on said ex-date.
• 4.4 At the exercise date, the following calculation shall be made:

X = (Y (A-B))/A

Where:

X = number of shares arising from the option exercise (partial exercise shares).

Y = number of options included in the exercise notice.

Notwithstanding the above and subject to the applicable law, including Stock Exchange Regulations, the Company's Board of Directors may, at its sole discretion, determine that the Offerees will not pay the par value, and that the Company will capitalize part of its prots to share capital or act in any other manner permitted by law in case of issue of shares for an amount lower than their par value, all in accordance with applicable law, including section 304 of the Companies Law. 5

The record date as dened in the Stock Exchange Regulations. 6

The ex-date as dened in the Stock Exchange Regulations. 7

• 4.5 Immediately after the exercise date and subject to applicable law, the Company will allocate to the Offerees (or to the trustee on their behalf, as the case may be) the number of exercise shares resulting under Section 4.4 above (i.e., the partial exercise shares), provided that each of the Offerees has paid the Company in cash the aggregate par value of the partial exercise shares allocated to them (or to the trustee on their behalf, as the case may be). It is claried that the Offerees shall not be entitled to exercise an option for a fraction of a share, and the number of shares the Offerees are entitled to upon exercise of an option under the plan will be rounded (up or down, as applicable) to the nearest whole number, unless the Company determines otherwise.
• 4.6 The exercise of the options will be subject to applicable law, including with respect to the prohibition on use of insider information, to the extent applicable.
• 4.7 Rights of Exercise Shares The exercise shares deriving from the options will be equal in their rights to the existing shares in the Company's share capital in all respects and will be subject to the provisions of the Company's articles of association. The exercise shares will be entitled to any dividend or other benet, the record date for the right to receive them being on or after their registration in the Company's shareholders register in accordance with the law.
• 4.8 Voting rights As long as the exercise shares are held by the trustee for the Offerees, the voting rights for these shares will be held by the trustee. The trustee will not vote with respect to exercise shares held by them for the Offerees and will grant the Offerees a power of attorney to vote with respect to the exercise shares at the Company's shareholders meeting, subject to the request of the Offerees, if and as such a request is made.
• 1. Adjustments to Protect the Offerees
• 5.1 If the Company distributes bonus shares and the record date for their distribution (the bonus date) falls after the allocation date of the options but before their exercise date, the exercise price for each option will remain unchanged, but the number of theoretical shares to which the Offerees are entitled upon exercise of the options shall increase by the number of shares the Offerees would have been entitled to as bonus shares had they exercised the option. In the case of a split (or reverse split) of the Company's shares, the number and type of shares resulting from the exercise of the options shall be adjusted proportionally so as to preserve proportionally the number of shares to which each Offeree is entitled under each option, provided the exercise price per option does not change.
• 5.2 In the event of a rights offering by the Company to its shareholders (including by means of an offering of convertible securities) after the allocation date of the options but before their exercise date, the Company will offer to the Offerees those same securities on identical terms to the offering to the shareholders, and the Offerees will be treated as if they had exercised their options.
• 5.3 If the Company distributes a dividend (in cash or in kind) to all its shareholders and the record date for the right to receive such dividend falls after the allocation date of the options but before their exercise date, the exercise price of each option shall be reduced by the gross dividend amount per share distributed by the Company, provided that the exercise price per option will not fall below the par value of the Company's shares.
• 5.4 In the event of a restructuring in the Company (restructuring), a merger of the Company with or into another company, whether by way of share swap, cash purchase, or otherwise (merger), or the sale of all the Company's assets

The company or the company's issued capital or the vast majority of the company's assets or its issued capital to any third party (a sale), the Board of Directors (or a committee on its behalf) may, among other things, at its discretion and subject to any law, determine, as a rule, that the options will be replaced by options in the new company, that the options will be assumed by the new company, that the options will be canceled and returned to the company for cash compensation, and/or that other necessary adjustments will be made at its discretion. Immediately after executing a restructuring, merger, or sale as mentioned, all options of the company granted under the plan will expire, unless they have been assumed by the new company as stated.

For the purposes of this section, the term 'new company' will refer to the company with which the merger is performed, with which the sale transaction is executed, or which steps into the shoes of the company after the restructuring.

• 5.5 In the case of a sale, the offerees will be required to participate in the sale as mentioned and to sell all their shares, provided that the consideration they receive for their shares will be equal to the per-share consideration to which the shareholders are entitled in such sale, subject to the discretion of the Board of Directors.
• 1. Restrictions on Exercise of the Options Termination of Employer-Employee Relationship
• 6.1 The termination date of employment will be the date on which the employer-employee relationship ends between any employee and the company (the termination date of employment).
• 6.2 On the termination date of employment, all options granted to the offerees under this report and whose vesting period has not yet ended will expire. Notwithstanding the provisions of section 3.4 above regarding the exercise period, the options granted to the offerees whose vesting period has ended by the termination date of employment will be exercisable by the offerees until the earlier of: (a) the option expiry date, and (b) 90 days after termination of employment.
• 6.3 Despite the above, if one of the offerees is dismissed in circumstances where it is possible to deny them severance pay, in whole or in part, as provided in the Severance Pay Law, 1963, and subject to applicable law, all options granted to them under this report, including those whose vesting period has ended, will expire immediately.
• 6.4 Nothing in this report and/or in the grant of options as specied herein constitutes any direct and/or indirect obligation of the company to continue engaging the offerees. The offerees are not entitled by virtue of this report to any right to continue their engagement with the company and nothing in this report restricts the company from terminating the engagement of any offeree at its absolute discretion.

7. Transferability of the Options

The options allocated under this report, and any right deriving from them, shall not be transferable and/or assignable, in any case, except for a transfer to heirs under law. In the case of a transfer to heirs as mentioned, the terms of the option and the provisions of the plan and this report will bind the heirs.

In the case of a sale, the offerees will be required to participate in the sale as mentioned and to sell all their shares, provided that the consideration they receive for their shares will be equal to the per-share consideration to which the shareholders are entitled in such sale, subject to the discretion of the Board of Directors.

Restrictions on Exercise of the Options - Termination of Employer-Employee Relationship

The termination date of employment will be the date on which the employer-employee relationship ends between any employee and the company (the termination date of employment).

On the termination date of employment, all options granted to the offerees under this report and whose vesting period has not yet ended will expire. Notwithstanding the provisions of section 3.4 above regarding the exercise period, the options granted to the offerees whose vesting period has ended by the termination date of employment will be exercisable by the offerees until the earlier of: (a) the option expiry date, and (b) 90 days after termination of employment.

Despite the above, if one of the offerees is dismissed in circumstances where it is possible to deny them severance pay, in whole or in part, as provided in the Severance Pay Law, 1963, and subject to applicable law, all options granted to them under this report, including those whose vesting period has ended, will expire immediately.

Nothing in this report and/or in the grant of options as specied herein constitutes any direct and/or indirect obligation of the company to continue engaging the offerees. The offerees are not entitled by virtue of this report to any right to continue their engagement with the company and nothing in this report restricts the company from terminating the engagement of any offeree at its absolute discretion.

Transferability of the Options

The options allocated under this report, and any right deriving from them, shall not be transferable and/or assignable, in any case, except for a transfer to heirs under law. In the case of a transfer to heirs as mentioned, the terms of the option and the provisions of the plan and this report will bind the heirs.

1. Tax Implications of Granting the Options, Their Exercise into Shares and Sale of the Exercise Shares

8.1 General

• 8.1.1 Within the framework of the plan, options shall be granted in accordance with the provisions of the Capital Gains Route in section 102(b)(2) of the Income Tax Ordinance.
• 8.1.2 If there is any tax liability or other mandatory payment (national insurance, state health tax, etc.) due and/or in connection with this report, including the granting of options to the offerees, their exercise into shares, the sale of the exercise shares, receipt of a dividend, or any other benet in connection with options or exercise shares, each offeree shall bear such liability, according to their obligation. The offerees shall indemnify the company and/or the trustee in respect of any payment or claim for payment of any tax as required, if incurred, and the company shall be entitled to deduct from amounts payable to the offerees any outstanding debt of the offerees to the company, to the extent that such debt exists due to such indemnication.
• 8.1.3 The trustee shall not release any share to the offerees or according to their instructions, until full payment of all required amounts.
• 8.2 Taxation Applicable to Options Under the Provisions of Section 102 of the Ordinance and the Minimum Trust Period 8.2.1 Options that will be granted to the offerees according to the Capital Gains Route will be deposited with a trustee for the benet of the offerees for the period required by section 102 of the Ordinance and the regulations (the minimum trust period). If the requirements of section 102(b)(2) of the Ordinance are not met, the offerees will not benet from the tax advantage under this section.
• 8.2.2 All rights in connection with the exercise shares (the rights), including bonus shares but excluding cash dividends, will be granted to the trustee and held by them until the end of the minimum trust period. The rights will be subject to the tax route applicable to the exercise shares. Dividends distributed in cash will be transferred directly to the offerees (after deduction of withholding tax as required), all as may be determined by the board of directors, at its sole discretion and subject to any law, prior to the distribution of such dividends. Regarding the adjustment of the exercise price of the options after the distribution of a dividend, see section 5.3 above.
• 8.2.3 The offerees shall not be entitled to sell shares or transfer them from the trust before the end of the minimum trust period. Also, rights accruing from such shares, including bonus shares but excluding cash dividends, shall be deposited with the trustee until the end of the minimum trust period. Notwithstanding the foregoing, the offerees may transfer from the trustee shares and/or rights and/or sell them even before the end of the minimum trust period, provided that withholding tax was deducted or withholding tax deduction was secured according to the terms of the plan.

The aforementioned in this section 8 refers to the law in effect at the time of the report. The provisions of the law regarding mandatory payments and tax aspects regarding the options are subject to change from time to time.

The above does not purport to be an authoritative interpretation of the statutory provisions mentioned above or a comprehensive description of all legal provisions concerning taxes that may apply in connection with the options offered to the offeree.

The above does not purport to be an authoritative interpretation of the statutory provisions mentioned above or a comprehensive description of all legal provisions concerning taxes that may apply in connection with the options offered to the offeree, and it is not a substitute for legal and professional advice. As usual in an investment decision, the offerees should consider the various tax aspects and the tax implications that will apply to their investment. The offerees are advised to consult with their professional advisors, including legal and tax counsel, taking into account their specic circumstances.

9. Data on the Company's Share Price

The closing price of the company's share on the stock exchange at the end of the trading day preceding the date of the board of directors' resolution was 42.79 NIS. For the exercise price of the warrants and the ratio between it and the company's share price on the stock exchange as stated above - see section 3.2 above.

10. Proceeds for the Securities Offered

Assuming all the warrants offered under this report are exercised into shares, the company will receive an amount equal to the par value amount as detailed in section 4.5 above, namely, an amount equal to the product of the par value of the company's shares by the amount of the partial exercise shares (as dened in section 4.4 above) that will actually be received as a result of the exercise of the warrants.

11. Agreements between the Offerees and Other Shareholders

To the best of the company's knowledge, and based on inquiries it has conducted with the offerees, except as described in this immediate report, there are no written or oral agreements between the offerees and any other holder of the company's shares, regarding the purchase or sale of the company's securities or regarding voting rights in the company.

12. Restrictions to Apply on Actions in Exercise Shares

• 12.1 The sale of the exercise shares will be subject to the restrictions set forth in the Securities Law and in the Securities Regulations (Details regarding sections 15A to 15C of the Law), 2000:
• 12.1.1 For a period of six (6) months from the actual grant date of the warrants (after fullment of the suspensive conditions detailed in section 13 below) (in this section: the period), the offerees will not be entitled to offer the exercise shares in the course of trading on the stock exchange, without publishing a prospectus permitted for publication by the Securities Authority.
• 12.1.2 For a period of six (6) consecutive quarters (the additional periods) after the end of the period, the offerees will be entitled to offer, within the course of trading on the stock exchange and without publishing a prospectus permitted for publication by the Authority, on each trading day, no more than the daily average trading volume on the stock exchange of the company's shares during the eight weeks preceding the day of offering by the offerees; provided that the total quantity offered in each quarter, during the additional periods, shall not exceed 1% of the company's issued and paid-up share capital as of the day of the offering. For this matter, issued and paid-up share capital—excluding shares arising from the exercise or conversion of convertible securities granted up to the date of the offerees' offering and which have not yet been exercised or converted.
• 12.1.3 The above also applies to securities purchased during all the above periods, not under a prospectus and not during trading on the stock exchange, from the offerees, and to securities derived from the exercise of allocated securities.

Electra Real Estate Ltd.

12.2 In addition, restrictions apply to the transfer of the warrants, as detailed in section 7 above, as well as restrictions on actions with the warrants and the exercise shares, in accordance with the provisions of Section 102 of the Ordinance, to the extent that it applies to the offerees, as detailed in section 8.2 above.

13. Required Approvals and Date of Warrant Grant

The allocation of the warrants follows the approval of the company's board of directors on November 23, 2025, and is in accordance with the provisions of the company's option plan.

The grant of the warrants described in this report is subject to receiving approval from the stock exchange for the listing for trading of the shares that will result from the exercise of the warrants described in this report. The company has approached the stock exchange to obtain such approval.

The allocation of the warrants will take place shortly after the receipt of the aforementioned stock exchange approval.

Electra Real Estate Ltd. By: Amir Yaniv, CEO and Eliezer Wasli, CFO

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