Generation Capital Ltd. — Capital/Financing Update 2026

Jun 4, 2026

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

Generation Capital Ltd.

("the Fund")

To

June 4, 2026

Israel Securities Authority

To

The Tel Aviv Stock Exchange Ltd.

Re: Examination of a potential offering and additional updates

A. Examination of a potential offering

The Fund is pleased to announce that it is examining a move for a public offering and listing for trading on the Tel Aviv Stock Exchange Ltd. ("the TASE") of ordinary shares of the Fund and warrants exercisable into such ordinary shares ("the Offering"). The Offering, if carried out, will be executed based on a shelf offering report to be published by virtue of the Fund's shelf prospectus dated August 28, 2025¹ ("the Shelf Offering Report").

The Offering is expected to be carried out by way of a non-uniform offer to institutional investors, as defined in the Securities Regulations (Manner of Offering Securities to the Public), 5767-2007 ("the Manner of Offering Regulations"), and is intended to be partially underwritten, all in accordance with Regulation 11(a)(1) of the Manner of Offering Regulations.

The publication of the Shelf Offering Report and the Offering, if and to the extent carried out as stated, are subject, among other things, to a final decision by the Fund's management and the Fund's Board of Directors regarding the structure of the Offering, its scope, and its terms, which will be detailed in the Shelf Offering Report, and to obtaining TASE approval for the listing for trading of the ordinary shares, the aforementioned warrants, and the shares resulting from their exercise. For the avoidance of doubt, it is clarified that the foregoing does not constitute an indication or create any commitment on the part of the Fund to carry out the Offering, and the execution of the Offering (or lack thereof), its scope, and other terms are subject to the Fund's discretion and all that is stated in this report above.

It is clarified that this immediate report does not constitute an offer to the public or an invitation to purchase securities of the Fund, and no securities of the Fund should be purchased or committed to be purchased based on this report.

B. Additional Updates²:

1. Metropoline Ltd. (via Bon Tour Ltd., 75.7%)

Further to the statements in Section 4.7.3 of Appendix B to Chapter B of the Fund's Periodic report as of December 31, 2025³ regarding negotiations between the Public Transport Operators Forum and the Ministry of Transport to update the sector regulation in the field of public bus transport and its adaptation to the sector's needs, and further to the statements in the Fund's Board of Directors' Report as of March 31, 2026⁴ regarding Metropoline Ltd. ("Metropoline") being in the final stages of discussions with the Ministry of Transport, after most commercial terms have already been agreed upon between the parties, the Fund updates that on May 27, 2026, the sector regulation was approved, and in the Fund's estimation, a specific agreement between the Ministry of Transport and Metropoline is expected to be signed in the coming weeks.

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

1. Reference No.: 2025-01-064389.
2. It should be noted that the updates are regarding developments in the held companies which are at a stage where a reporting obligation has not yet arisen; however, for the sake of caution and in view of the Fund's intention to carry out the Offering as stated, the updates are presented herein.
3. Which was published on March 23, 2026 (Reference No.: 2026-01-025529).
4. Which was published (amended report) on May 27, 2026 (Reference No.: 2026-01-048872).

2. PowerGen Ltd. (100%)

Further to the Fund's report dated April 13, 2026⁵ regarding Rayngier Energy Ltd. (held, directly and indirectly by PowerGen Ltd. at a rate of 27.51%) entering into an agreement to ensure delivery dates for major equipment for the Rayngier power plant (under development) (Slot Reservation Agreement), the Fund updates that currently, advanced negotiations are being conducted with the supplier towards signing a binding agreement for the supply of the major equipment ("the Agreement"). In the Fund's estimation, the signing of the said Agreement is expected to take place in the coming days, subject to the completion of negotiations and the approval of the relevant organs of the parties to the Agreement.

The above information regarding the signing date of the specific sector regulation agreement with Metropoline and regarding the Agreement for the supply of major equipment for the Rayngier power plant is forward-looking information, which there is no certainty will materialize in the manner detailed above or at all, and this is, among other things, subject to the progress and results of the specific negotiations between Metropoline and the Ministry of Transport as well as subject to the completion of negotiations and the approval of the relevant organs of the parties to the said Agreement.

Sincerely,

Generation Capital Ltd.

By: Itai Peled, CFO

and Baruch Sauta, Legal Advisor and Fund Secretary

5 Reference No.: 2026-01-033373

6/4/2026 | 7:30:47 AM | v1.2.5