Hiper Global Ltd. — M&A Activity 2026

Apr 4, 2026

6

Hiper Global Ltd.
(the Company)

| Israel Securities Authority
www.isa.gov.il | Tel Aviv Stock Exchange Ltd.
www.tase.co.il | March 30, 2026 |
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Dear Sir or Madam;

Re: immediate report – entering into agreement to purchase 100% of the shares of EPS (Israel) Tech 1992 Ltd.

The Company is pleased to announce that on March 27, 2026, it entered into agreement with the shareholders in EPS (Israel) Tech 1992 Ltd. (the "Sellers") for the purchase of 100% of the issued and outstanding capital of the acquiree (the "Acquired Company" and the "Agreement", as the case maybe). The acquired company operates in the field of development, production and supply of embedded computing systems with over 30 years of experience.

From the Company's perspective, this is a significant acquisition that provides a response to two targets that it has defined as strategic:

a. Deepening the activity of proprietary products, involving the performance of IP / Proprietary (R&D).
b. Expanding the activity in the defense market.

1. The acquired company is engaged in the design, development and supply of embedded computing systems mainly to customers in the defense sector in Israel and has a reputation and experience of over 30 years in the field.
2. The acquired company employs over 80 employees and carries out its engineering, manufacturing, logistics and sales activities from a site in the Tzur Yigal Industrial Park.
3. The acquired company has an independent development body of approximately 30 engineers, aimed at the development and production of proprietary products, so it can present its customers with unique solutions that are mainly adapted to challenging environmental conditions (rugged products). In addition, the acquired company has unique and advanced production and testing equipment that allows it to provide the products in short periods of time, which also include high-level quality independent testing processes.
4. The following are key financial data based on the financial statements of the acquired company as of December 31, 2023 (audited report), December 31, 2024 (audited report) and September 30, 2025 (reviewed report), which were prepared on the basis of generally accepted accounting principles in Israel and to which adjustments were made in order to reflect the Company's management's assessment of the results of the acquired company's operations (mainly adjustments regarding revenue recognition policy). It is clarified that these adjusted data (Non-GAAP) do not constitute a substitute for data according to generally accepted accounting principles, but in the Company's opinion they provide additional and relevant information for examining the performance of the acquired company.

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Profit and loss data (NIS in millions)

Period	2023	2024	Nine months ended September 30, 2025
Revenues	75.4	104.9	80.2
Gross profit	19.4	25.6	17.3
Operating income	10.5	17.0	9.9
Operating income %	14%	16%	12%

Balance sheet data (NIS in millions)

Period	December 31 2023	December 31 2024	September 30, 2025
Assets	62.2	77.8	84.9

1. The following are the main provisions of the agreement:

a. Upon completion of the transaction, the Company will acquire 100% of the shares of the Acquired Company at a value of NIS 60 million, subject to adjustments of the consideration on a "cash-free debt-free" basis, and the existence of working capital at an agreed level (the "Consideration"). Part of the consideration will be deposited in an escrow account for a period of several months until the completion of the settlement for the adjustment of the consideration (see Section C below).

The Company estimates that on the completion date, the Acquired Company is expected to have a credit balance of approximately NIS 20-30 million, which will accordingly reduce the consideration that will actually be paid on the completion date, but on the other hand, the Company will bear the credit as stated (or provide a guarantee against it).

b. The agreement also provides for a mechanism for the payment of additional contingent consideration to the sellers at the end of four years, with a limit of up to an additional NIS 42 million, of which up to NIS 32 million to be paid based on an improvement in business results (an addition to the Company's profit before tax), and the remainder - subject to certain conditions as stipulated in the agreement.

c. On the completion date, an adjustment will be made to the purchase consideration in accordance with the actual balances of the net financial debt (credit and loans less cash balance and additional adjustments) and the net working capital balances (as defined in the agreement - working capital in an amount not less than NIS 25 million).

d. The agreement stipulates that the acquired company will continue to operate independently in the coming years and within the framework of which the sellers and relevant managers also undertook to continue to provide services to the acquired company, for a period of no less than four years.

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e. The agreement was prepared on the basis of representations, undertakings and indemnities given to the Company by the sellers, as is customary in transactions of this type (subject to customary conditions and limitations).

1. The Company intends to finance the payment of the consideration through its own sources.

2. The Company will bear professional services expenses in connection with the transaction in an estimated amount of NIS 2.5 million.

3. The Company estimates that no special investments will be required in the acquired company, which is prepared for continued growth and expansion of operations.

4. As a result of the acquisition, the Company is not expected to incur any special tax liabilities.

5. The execution of the transaction is subject to the fulfillment of conditions precedent until the date of completion - receipt of approval from the Competition Commissioner in accordance with the Economic Competition Law, - 1988.

6. To the best of the Company's knowledge, there are no legal restrictions, statutory restrictions, regulatory restrictions, judicial orders or other binding arrangements applicable to any of the parties that may limit or prevent their ability to use, operate, control or otherwise realize the intended benefits of the acquired company.

7. To the best of the Company's knowledge, the sellers are not a related party to the Company and the interested parties in the Company have no personal interest in the acquired company and/or in the transaction.

Sincerely,

Hiper Global Ltd.

Signed by: Mr. Yossi Yaniv, CFO