Isracard Ltd.

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. .

("The Company")

Outline and Immediate Report on a Material Private Offering and a NonMaterial Private Offering

Pursuant to the Securities Law, 1968 ("Securities Law"), Securities Regulations (Details of Securities Offering to Employees), 2000 ("Outline Regulations"), Securities Regulations (Private Offering of Securities in a Registered Company), 2000 ("Private Offering Regulations") and Securities Regulations (Periodic and Immediate Reports), 1970 ("Reports Regulations"),

of

Up to 10,960,520 warrants, not listed for trading, exercisable for up to 10,960,520 ordinary shares of the Company (registered, without par value each) ("Ordinary Shares"), subject to adjustments as 1 detailed in this Outline, offered without cash consideration ("the warrants") to employees in an employer-employee relationship with it according to the details below: to the Company's CEO, to 11 managers who are officers of the Company,2 and to 272 additional managers and employees of the Company ("the Employees") (all together: "the Offerees"), as detailed in this Outline below. An employer-employee relationship exists between each of the aforementioned Offerees and the Company.3

as well as of

Up to 10,960,520 future warrants, not listed for trading, exercisable for up to 10,960,520 ordinary shares, subject to adjustments as detailed in this Outline,4 which may be offered in the future, without cash consideration ("the future warrants") to employees of the Company or a company under its control, in an employer-employee relationship, according to the following details: to the Company's CEO (subject to the approval of the Company's shareholders), to officers and to additional managers and employees of the Company or companies under its control ("the future Offerees") according to the terms of this Outline. Wherever there is a reference to warrants and Offerees, the intention is also to the future warrants and future Offerees, unless explicitly stated otherwise.

Outline Date: May 18, 2026

1 In practice, the Offerees who exercise the warrants will not be allocated the full shares resulting from them, but only shares in an amount reflecting the monetary benefit amount inherent in the warrants, as detailed in Section 2.7 of this Outline.

2 As defined in the term "officer" in the Companies Law, 1999.

3 It should be noted that some of the Offerees employed by the Company fulfill roles in companies under its control.

4 See footnote 1 above, regarding the "Net Exercise" mechanism.

Chapter 1–Introduction 1.1. The ofered warrants and the rate they constitute of the Company's share capital 1.2. The Oferees 1.3. The warrant plan and allocation to a trustee in the capital gains route 1.4. The compensation policy 1.5. Permits and approvals 1.6. Grant date of the warrants according to the Outline and authority of the Securities Authority		3 3 3 4 4 4 4

r more information, please review the legal disclaimer. .	r more information, please review the legal disclaimer. .
Chapter 2 - Details of the Ofering and the Ofered Securities		5
2.1.	Detail of the ofered securities and the Oferees	5
2.2.	Listing for trade on the TASE and exercise share rights	5
2.3.	The exercise price of the warrants	5
2.4.	Vesting terms and period, exercise period and expiration date of the warrants	5
2.5.	Allocation Letter	7
2.6.	Exercise of the warrant and termination of employment or engagement with the Company	7
2.7.	Net Exercise	8
2.8.	Expiration of the warrants	8
2.9.	Adjustments	8
2.10. Restriction on transferability of the warrants and/or shares		9
2.11. Tax implications of the warrant allocation, their exercise into shares and the sale of exercise shares		10
Chapter 3–Rights Accompanying the Company's Shares		10
Chapter 4–Additional Details		10
4.1.	Details regarding the Company's share rates	10
4.2.	Company share prices on the TASE	10
4.3.	Additional details by virtue of Regulation 20 of the Private Ofering Regulations - regarding warrants	11
	granted to the Company's CEO
4.4.	Additional details according to the Sixth Schedule of the Reports Regulations	11
4.5.	Company Board of Directors' reasoning for approving the grant of warrants to the Company's CEO	12
4.6.	Additional details regarding a material private ofering to the CEO, allocated warrants and the	12
	Company's share capital
4.7.	The consideration for the warrants and the exercise price and the manner in which they were	12
	determined
4.8.	Name of each material shareholder or ofcer in the company who has, to the best of the Company's	12
in the knowledge, a personal interest in the consideration
	material private ofering, and the nature of the personal interest of each of them
4.9.	Required approvals	12
4.10. Agreements regarding the purchase or sale of securities in the company [Company to verify]		12
4.11. Prevention or restriction in performing actions with the allocated warrants		13
4.12. Warrant allocation date		13
4.13. Reference tofnancial statements and immediate reports and inspection of documents		13
4.14. Details of the Company's representative regarding the handling of this Outline		13

– Chapter 1 Introduction

1.1. The offered warrants and the rate they constitute of the Company's share capital

According to this Outline, warrants are offered, not listed for trading, to offerees who are: the Company's CEO, Mr. Itamar Furman ("the CEO" or "the Company's CEO") (864,501 warrants); 11 managers who are officers of the Company5 ("the officers") (2,572,813 warrants); and 272 6 additional managers and employees of the Company ("the Employees") (7,523,206 warrants) ; and in total up to 10,960,520 warrants, not listed for trading, without cash consideration (offered in exchange for the offerees' work), and exercisable for up to 10,960,520 ordinary shares of the Company (registered, without par value each) ("the Company's shares" or "Ordinary Shares"), all subject to the adjustments specified in section 2.9 below and all other terms of the Plan (as defined below) and the warrant terms specified in Chapter 2 of this Outline ("the warrants").

Under the theoretical assumption of the exercise of all the warrants allocatable according to this Outline, in accordance with the "Net Exercise" mechanism7 as specified in Section 2.7 of this Outline, the Company's shares resulting from them, immediately after their exercise and taking into account the Company's issued and paid-up capital as of the date of publication of this Outline (and under the assumption that the Company's share value will increase at rates of 25% to 100%), will constitute between 0.36% to 1.46% of the Company's issued and paid-up capital, as specified in section 4.6 below.8 Likewise, under the theoretical assumption of the exercise of all the warrants allocatable under this Outline, in a theoretical ratio of one share for every exercised warrant (a ratio that is unlikely considering the application of the "Net Exercise" mechanism), the Company's shares resulting from them, immediately after their exercise and taking into account the Company's issued and paid-up capital as of the date of publication of this Outline, will constitute approximately 3.37% of the Company's issued and paid-up capital and its voting rights (and approximately 3.27% on a fully diluted basis).

In addition, the Company intends to offer in the future according to this Outline future warrants, not listed for trading, to future offerees who will be the Company's CEO (subject to the approval of the Company's shareholders), officers and employees (all or some of them: "future Offerees"), in a total amount of up to 10,960,520 warrants, not listed for trading, without cash consideration (to be granted in exchange for the work of the future Offerees in the Company or a company under its control) and which will be exercisable for up to 10,960,520 Company shares, subject to the adjustments detailed in section 2.9 below and all other terms of the Plan and the warrant terms detailed in Chapter 2 of this Outline ("the future warrants").

Under the theoretical assumption of the exercise of all the future warrants allocatable under this Outline to future offerees in accordance with the "Net Exercise" mechanism (as detailed in section 2.7 of this Outline),9 the Company's shares resulting from them, immediately after their exercise and taking into account the Company's issued and paid-up capital as of the date of publication of this Outline (and under the assumption that the Company's share value will increase at rates of 25% to 100%), will constitute between 0.36% to 1.46% of the Company's issued and paid-up capital, as detailed in section 4.6 below.10 Likewise, under the theoretical assumption of the exercise of all the future warrants under this Outline in a theoretical ratio of one share for every exercised warrant (a ratio that is unlikely considering the application of the "Net Exercise" mechanism), the Company's shares resulting from them, immediately after their exercise and taking into account the Company's issued and paid-up capital as of the date of publication of this Outline, will constitute approximately 3.37% of the Company's issued and paid-up capital and its voting rights (approximately 3.27% on a fully diluted basis).

1.2. The Oferees

The Offerees under this Outline and report are the Company's CEO, 11 officers and 272 employees, as well as future offerees, all as detailed in Section 1.1 above. As stated above, an employeremployee relationship exists between each of the Offerees under this Outline (i.e., the Offerees and the future Offerees, including the CEO) and the Company. It should be noted that some of the Offerees employed by the Company fulfill roles in companies under the Company's control.

To the best of the Company's knowledge, the Offerees are not "Interested Parties", as the term is defined in the Companies Law, by virtue of their holdings in the Company prior to the allocation, and will not become Interested Parties as stated, including after the allocation of the shares resulting from the exercise of the warrants. The Offerees are not an "Interested Party" in the Company (as the term is defined in Section 270(5) of the Companies Law) and will not become an "Interested Party" in the Company following the allocation. The CEO is an "Interested Party" in the Company by virtue of his position.
5 As the term "officer" is defined in the Companies Law, 1999 ("Companies Law").
6 An employer-employee relationship exists between each of the aforementioned Offerees and the Company. It should be noted that some of the Offerees fulfill roles in companies under the Company's control.
7 Meaning, at the time of exercise of the warrants, exercise shares will be allocated only in an amount reflecting the monetary benefit amount inherent in the warrants and not in an amount of shares equal to the quantity of warrants exercised.
8 Accordingly, assuming the Company's share value increases by 50%, the dilution rate will stand at 0.85%, and assuming said value increases by 75%, the dilution rate will stand at 1.2%.
9 Meaning, at the time of exercise of the future warrants, exercise shares will be allocated only in an amount reflecting the monetary benefit amount inherent in the future warrants and not in an amount of shares equal to the quantity of future warrants that will be exercised. 10 Accordingly, assuming the Company's share value increases by 50%, the dilution rate will stand at 0.85%, and assuming said value increases by 75%, the dilution rate will stand at 1.2%.
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1.3. The warrant plan and allocation to a trustee in the capital gains route

The allocation of the warrants will be made in accordance with the provisions of the Company's equity compensation plan named "Isracard Ltd. - Equity Compensation Plan (2021)" ("the Equity Compensation Plan" or "the Plan") which was approved by the Company's Board of Directors on December 1, 2021. The Equity Compensation Plan was submitted to the Tax Authority by a trustee appointed for this purpose, in accordance with the provisions of the capital gains route in Section 102 of the Income Tax Ordinance [New Version], 1961 ("Capital Gains Route", "the Ordinance" and "Section 102"), which applies to the Plan and to the allocations thereunder.

In accordance with the provisions of the capital gains route, the warrants that will be granted to the Offerees as well as the Company's shares and the rights resulting from them ("the Exercise Shares") will be deposited for them in trust with a trustee,11 who will hold them in trust during the periods specified in Section 102 of the Ordinance, and under terms as specified below. On May 30, 2022, the Company received approval from the Tax Authority for the "Net Exercise" and "Dividend Adjustment" mechanisms in the capital gains route.

1.4. The compensation policy

The allocation of warrants to Offerees who are officers of the Company will be made in accordance with the provisions of the Company's compensation policy12 ("the Compensation Policy").

1.5. Permits and approvals

The allocation of the warrants according to the terms of this Outline will be made following the approvals of the Company's Compensation Committee from May 14, 2026, and the Company's Board of Directors from May 18, 2026 ("the Decision Date"), and it is subject to receiving the approvals detailed below:

1.5.1. The allocation of warrants to the Company's CEO is subject to the approval of the Company's shareholders. An immediate report regarding the summoning of a general meeting of the Company's shareholders, among other things regarding the approval of the allocation of warrants to the CEO, is published concurrently with the publication of this Outline.

1.5.2. The allocation of warrants to officers and senior officers (as defined in Proper Banking Procedure 301A), was approved by the Compensation Committee and the Company's Board of Directors as specified above.
1.5.3. The Company intends to act to obtain the approval of the Tel Aviv Stock Exchange Ltd. ("the TASE") for the listing for trade of all the Exercise Shares resulting from the warrants subject to this Outline - i.e., the current allocation warrants and the future warrants; all shortly after the publication of this Outline.
1.5.4. An allocation of future warrants to future offerees will be subject to the approval of the Company's Board of Directors, and regarding officers also the Company's Compensation Committee prior to that. Additionally, the allocation of future warrants to the Company's CEO will be subject to the approval of the general meeting of the Company's shareholders.

1.6. Grant date of the warrants according to the Outline and authority of the Securities Authority

1.6.1. Subject to obtaining the approvals and permits as specified in section 1.5 above, the warrants offered under this Outline can be allocated no earlier than the passage of fourteen (14) business days after the submission of the Outline and no later than the end of 36 months from the date of publication of the Outline.
1.6.2. The Securities Authority ("the Authority"), may within fourteen (14) business days from the date of submission of the Outline, instruct the Company to provide an explanation, detail, information and documents regarding the Outline and also instruct the Company to amend the Outline within a date it determines.
1.6.3. In the event that the Authority instructs the amendment of the Outline, it may instruct the postponement of the date for starting the period for providing securities to a date that will occur no earlier than the passage of three (3) business days and no later than fourteen (14) business days from the date of publication of the amendment to the Outline.
1.6.4. On the date of publication of this Outline or close thereto, the Company will notify the Offerees regarding the publication of this Outline, or will act in any other way permitted by law. Future offerees will be updated after the allocation date of the future warrants.

11 It is clarified that wherever there is a reference to the grant of Exercise Shares to the Offeree or to the Trustee for him, as the case may be, the intention is to register the shares in favor of the Offeree or the Trustee, as the case may be, with a TASE member, in a manner that those shares will be registered in the Company's register of shareholders in the name of the Registration Company.

12 For an updated version of the Compensation Policy, see the report summoning the general meeting of the Company's shareholders from March 26, 2026 (reference number: 2026-01-027525).

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Chapter 2 - Details of the Ofer and the Ofered Securities

2.1. Details of the Ofered Securities and the Oferees

The warrants are offered in the quantities detailed and to the offerees detailed in sections 1.1 and 1.2 above. The allocation of the warrants shall be carried out shortly after the day on which the last of the required approvals according to sections 1.5 and 1.6 above is received.

2.2. Listing for Trading on the TASE and Rights of the Exercise Shares

2.2.1. Listing for Trading on the TASE - The warrants offered under this prospectus and immediate report will not be listed for trading on the TASE. The exercise shares resulting from the warrants, including those resulting from future warrants, will be allocated in the name of the Registration Company and will be listed for trading on the TASE.
2.2.2. Rights of the Exercise Shares - The exercise shares shall be equal in their rights to the existing shares in the Company's capital for all intents and purposes and shall be subject to the provisions of the Company's Articles of Association.
2.2.3. Dividend - All shares (except, for the avoidance of doubt, warrants not yet exercised) which will be allocated to the offerees or to the Trustee, under the plan, shall entitle their owners to the right to receive a dividend in accordance with the quantity of shares, and subject to the terms of the Company's Articles and the taxation applicable to dividend distribution, and as applicable subject to Section 102 and the provisions of the capital gains track.
2.2.4. Voting Rights - As long as the exercise shares are held by the Trustee for an offeree, the voting rights for these shares shall be with the Trustee. The Trustee shall not vote in respect of the exercise shares held by him for the offeree, and shall grant a power of attorney to the offeree to vote in respect of the exercise shares at the shareholders' meeting, subject to the offeree's request, if and to the extent such a request is transferred.

2.3. Exercise Price of the Warrants

2.3.1. The warrants are offered to the offerees without cash consideration (but in exchange for their work).
2.3.2. Subject to the provisions of Section 2.7 below regarding the "net exercise" mechanism, the exercise price to be paid for the exercise of each warrant into a Company share shall be as detailed in the table below:

Exercise Price Determination Mechanism	The higher of: (1) the closing price of the Company share on the TASE on the day preceding the decision date; and (2) the average closing prices of the Company share on the TASE in the 30 trading days preceding the decision date ("the basic exercise price"), plus a premium, as detailed below and subject to the restrictions of the compensation policy.

or more information, please review the legal disclaimer. .
Basic Exercise Price	NIS 15.00
The exercise price of the warrant tranches which will vest on May 18, 2027 (according to the time-dependent vesting conditions as detailed below)– the basic exercise price + a premium of 2.5%	NIS 15.38
The exercise price of the warrant tranches which will vest on May 18, 2028 (according to the time-dependent vesting conditions as detailed below)– the basic exercise price + a premium of 5%	NIS 15.75
The exercise price of the warrant tranches which will vest on May 18, 2029 (according to the time-dependent vesting conditions as detailed below)– the basic exercise price + a premium of 7.5%	NIS 16.13

2.3.3. The exercise price shall be subject to adjustments as detailed in Section 2.9 below.
2.3.4. The exercise price of future warrants shall be subject to the Company's compensation policy and in –
accordance with the mechanism above i.e., shall be determined according to the higher of: the average share price (adjusted for dividend and benefits) in the 30 trading days preceding the date of the Board of Directors' decision on the grant and the closing price of the Company's share on the TASE on the last trading day preceding the date of the decision on the grant, plus a premium of 2.5% for the first tranche, plus a premium of 5% for the second tranche, and plus a premium of 7.5% for the third tranche. The vesting dates of the future warrants shall be after twelve (12) months, twenty-four (24) months, and thirty-six (36) months from the date of the Board's decision on the relevant allocation of the future warrants ("the future decision date") and the exercise periods shall be two years after each vesting date. The remaining terms under this prospectus shall apply to the future warrants, with the necessary changes.

2.4. Vesting Conditions and Period, Exercise Period, and Expiration Date of the Warrants

The warrants will vest upon the occurrence of two cumulative conditions: the passage of time and the fulfillment of performance conditions, as detailed below.

2.4.1. Time-dependent Vesting - The warrants allocated according to this prospectus will vest in tranches on the dates May 18, 2027, May 18, 2028, and May 18, 2029 and will be exercisable for two years after each vesting date in accordance with the schedules detailed below and on the condition that the offeree is employed by the Company
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and/or a company under its control on the said date. In this context, the warrants allocated to each offeree shall be subject to one of the three time-dependent vesting alternatives below, as determined by the Board of Directors on the decision date for each offeree.

2.4.1.1 Group 1 - Employees entitled to 3 tranches (including the CEO and 2 ofcers):

2.4.1.1.1 1/3 of the allocated warrants will vest and be exercisable starting from May 18, 2027 (one year from the decision date);14, 13
2.4.1.1.2 1/3 of the allocated warrants will vest and be exercisable starting from May 18, 2028 (two years from the decision date); and-

2.4.1.1.3

1/3 of the allocated warrants will vest and be exercisable starting from May 18, 2029 (three years from the decision date).

2.4.1.2 Group 2 - Employees entitled to 2 tranches (including 9 ofcers):

2.4.1.2.1 1/2 of the allocated warrants will vest and be exercisable starting from May 18, 2028 (two years from the decision date);15 and-
2.4.1.2.2 1/2 of the allocated warrants will vest and be exercisable starting from May 18, 2029 (three years from the decision date).

2.4.1.3 Group 3 - Employees entitled to one tranche:

2.4.1.3.1 All of the allocated warrants will vest and be exercisable starting from May 18, 2029 (three years from the decision date).

2.4.2 Performance-dependent Vesting – Each tranche of warrants will vest after the time-dependent vesting period and provided that on this date the Company meets the minimum capital ratios applicable to it, as – determined in the instructions of the Supervisor of Banks i.e., in the minimum Tier 1 equity ratio and the total capital ratio, as presented in the Company's financial reports for the year preceding the timedependent vesting date.

For example, for employees belonging to Group 1, an examination will be conducted on May 18, 2027 of compliance with the minimum capital ratios. If it is found that there was no compliance with the minimum capital ratios, the warrants will expire.

2.4.3

All of the warrant tranches detailed above (together: "the warrant tranches"; and each of these tranches alone: "a warrant tranche"), will be exercisable such that after the passage of the vesting periods described above and the fulfillment of the performance conditions, each warrant tranche will be exercisable (subject to the rest of the warrant conditions). The exercise period for each warrant tranche shall be from the date on which that warrant tranche vested and until the passage of two years from the vesting date, subject to early expiration as detailed below ("the expiration date"), including in circumstances of termination of employment or transaction, as detailed below ("the exercise period").

2.4.4

Unless otherwise determined by the Board of Directors, all warrants allocated to any offeree under the plan, but not exercised by the end of the exercise period, including warrants that vested, will expire and be canceled on their expiration date and will not grant any right to their owners.

2.4.5 " " - Deferral of Payment of Variable Components (Restrictions on the sale of exercise shares)

With respect to officers in the Company and those defined as a "key employee" in the group,16 the sale of exercise shares resulting from the exercise of warrants, to the extent they are exercised, may be subject to a payment deferral arrangement for "variable components", in accordance with the applicable law and as detailed in Directive 301A. To the extent that the law is changed, the Company shall be entitled to decide that the deferral period will be shortened or canceled.

Accordingly, for each of the warrant tranches, the first warrant tranche, the second warrant tranche, and the third warrant tranche: (a) the date of transfer to the offeree of 50% of the exercise shares or the first sale date of 50% of the exercise shares - that will result from each tranche; or (b) in the case of the offeree's decision to exercise warrants and sell shares, then the date of transfer to the offeree of 50% of the proceeds (net) that will be received from their sale (after the vesting of the warrants and the fulfillment of all their other conditions), as the case may be - may be deferred and transferred in three equal annual tranches starting after one year, two years, and three years counted from the vesting date of each relevant warrant tranche.

13 And for future offerees, "the future decision date", unless the Board of Directors explicitly decides otherwise. Wherever this Section 2.4 refers to the decision date, it means the future decision date for future offerees.

14 Notwithstanding the above, in the event that an offeree joined the Company in the middle of a year, the quantity of warrants granted to him will be adjusted, so that the part that will vest in the first tranche will be less than one-third (1/3) and will reflect the portion of the year in which the offeree served in the Company out of a full calendar year.

15 Notwithstanding the above, in the event that an offeree joined the Company in the middle of a year, the quantity of warrants granted to him will be adjusted, so that the part that will vest in the first tranche will be less than half (1/2) and will reflect the portion of the year in which the offeree served in the Company out of a full calendar year.

16 According to Directive 301A.

2.5 Grant Letter

The granting of a warrant to an offeree in accordance with the plan shall be done through a grant letter which will be signed between the Company and the offeree in the format approved by the Board of Directors from time to time. Each grant letter will specify, among other things, the number of warrants granted, the number of shares resulting from the exercise of the warrant, the exercise price, the type of warrant granted (e.g., "warrant in the capital gains track"), vesting dates, performance conditions to the extent applicable, and other conditions as determined by the Board of Directors, provided they are consistent with the terms of the compensation policy (to the extent relevant) and the plan.

2.6 Exercise of the Warrant and Termination of Employment or Engagement with the Company

2.6.1

General Subject to the provisions of Section 2.6.2 below, the warrants are exercisable by the offeree in full or in part, from time to time, starting from their vesting dates and during the exercise period, in accordance with the conditions detailed in the grant letter and until the expiration date, and all provided that subject to the provisions of Section 2.6.5 below, the offeree is employed by the Company or a company under its control, at any time during the period starting with the grant of the warrant and ending on the date of the warrant exercise.
2.6.2 Exercise of warrants into shares on the Record Date for a corporate event - As long as the Company's shares are listed for trading on the TASE, no exercise of the warrants into Company shares shall be carried out on the "Record Date"17 for the distribution of bonus shares, an offer by way of rights, a dividend distribution, a capital consolidation, a capital split, or a capital reduction (each of the above will be called hereinafter: "Corporate Event") and such exercise shall be postponed to the following trading day. No exercise of the warrants shall be carried out on the "Ex-Date". In the case where the "Ex-Date" of a Corporate Event falls before the "Record Date" of a Corporate Event, the exercise shall be postponed to the following trading day.
2.6.3 Exercise Notice and Payment of the Exercise Price - Subject to the provisions of Section 2.7 below regarding the "net exercise" mechanism, an offeree wishing to exercise the warrant in his possession shall deliver written notice thereof to the Company or a representative on its behalf, in the format and way determined by the Company and if necessary by the Trustee, in accordance with the requirements of Section 102 and the capital gains track. The exercise shall be valid upon receipt of the exercise notice by the Company and/or its representative and payment of the exercise price, as applicable, at the Company's office or by its representative. In the notice, the offeree shall specify the number of warrants that the offeree wishes to exercise.

It will be clarified that the number of shares to be allocated will be lower than in a "regular" exercise mechanism due to the use of the "net exercise" mechanism as detailed below.

2.6.4

Termination of Employment or Engagement - Subject to the provisions of Sections 2.6.5 and 2.6.6 below, if the offeree ceases to be an employee (i.e., the employer-employee relationship ends) in the Company or in a related company ("Termination of Engagement"), all warrants granted to him that have not vested will expire immediately upon the date of the Termination of Engagement. In addition, unless otherwise determined by the Board of Directors, a transfer of the offeree from the Company to a related company and his employment or engagement with it shortly after the termination of his employment or engagement with the Company, as well as a change in the status of the offeree from an employee to a consultant, or to a director and vice versa - shall not be considered as a Termination of Engagement or employment.
2.6.5
Notwithstanding the provisions of Section 2.6.4 above, the offeree shall be entitled to exercise the warrants at a date later than the date of Termination of Engagement, but only with respect to warrants for which the vesting conditions were met at the time of the Termination of Engagement, in accordance with the periods and conditions for vesting of the warrant, and all in accordance with the cases detailed below:
(1) In the event of Termination of Engagement without "Cause" (as the term is defined in the plan), the offeree shall have the right to exercise the warrants he was entitled to exercise in accordance with the vesting dates and conditions and provided they have not yet expired, within ninety (90) days from the date of termination of employment and no later than the expiration date as defined above.
(2) In the event of Termination of Engagement due to death or as a result of disability (as the term is defined in the plan) ("Disability"), the offeree or his legal heirs or guardians, as the case may be, shall have the right to exercise the warrants the offeree was entitled to exercise in accordance with the vesting dates and conditions and provided they have not yet expired, for a period of one year from the date of termination of employment or engagement and no later than the expiration date.
(3) The Board of Directors, subject to receiving the required approvals by law, may approve an extension of the periods above for a period not exceeding the original period determined for the exercise of the warrant.

17 "Record Date" as defined in the TASE Regulations as of the date of the prospectus means, in connection with the warrants, the day determined by the Company for entitlement to participate in a Corporate Event. "Ex-Date" as defined in the TASE Regulations as of the date of the prospectus means, the – Record Date; however, if the Record Date is not a business day the business day preceding the Record Date; however, if the Record Date as aforesaid or the business day preceding the Record Date as aforesaid is not a trading day – the first trading day after the Record Date.

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2.6.6 Despite the above, in the event that the Termination of Engagement was caused due to termination of employment for "Cause" (as the term is defined in the plan), then all warrants (whether their vesting period has passed or not) shall expire immediately and the offeree shall have no legal right under them.

2.7 Net Exercise

2.7.1

Exercise of the warrants whose vesting conditions are met shall be performed by way of "net exercise".
2.7.2 In accordance with the "net exercise" mechanism, the number of shares that will be issued to the offeree upon exercise of the warrants into Company shares will be determined according to the formula below:

Y(A - B)

X =

X = The number of exercise shares that will actually be received.

Y = The number of exercisable warrants whose vesting conditions have been met and have not yet been exercised and that the offeree requests to exercise using this mechanism.

A = The closing price on the TASE of the Company share on the last trading day preceding the exercise date.

B = The exercise price as defined in Section 2.3, subject to adjustments if any, according to the provisions of Section 2.9 below.

Upon application of this mechanism, the offerees will not be required to pay the exercise price of the warrants and the Company will view the exercise shares as fully paid up.

2.7.3 In any case where as a result of the calculation detailed above the Company is required to allocate fractional shares, the Company will not allocate such fractional shares and the number of shares actually allocated to the offeree will be rounded to the nearest whole number.

2.8 Expiration of the Warrants

The warrant will expire if it was not exercised into a share prior to that, at the earlier of: (1) the expiration date; (2) the end of the period detailed in sections 2.6.4 to 2.6.6 above, as applicable.

2.9 Adjustments

2.9.1 –
Adjustments for a Transaction In the event of a structural change in the Company ("Structural Change"), merger of the Company with or into another company, whether by way of share exchange, cash purchase, or otherwise ("Merger") or sale of all of the Company's assets or the issued capital of the Company or a vast majority of the Company's assets or the issued capital of the Company to any third party ("Sale"), the Board of Directors shall be entitled, among other things, at its choice and subject to any law (Structural Change, Merger or Sale shall be referred to together as: "Transaction"):
2.9.1.1 To determine that each warrant (or part of the warrants) will be replaced or converted into an equivalent warrant in the new company after the merger or sale, and to perform adjustments in the exercise price accordingly (as may be required), all subject to the Board's discretion. Similarly, the Board of Directors may determine that the warrants will be replaced by a warrant (or warrants) of a subsidiary also in the case of listing the shares of a subsidiary for trading, whether on the TASE or on a stock exchange outside of Israel, or in the case of selling a subsidiary (including by way of a merger with another corporation), in relation to offerees (all or some) who will be from time to time employees of that subsidiary of the Company; or
2.9.1.2 To determine that each warrant (or part of the warrants) will be adopted by the new company so that it will be exercisable into a share of the new company subject to adjustments and changes that will be determined by the Board of Directors; as well as
2.9.1.3 To determine that each warrant (or part of the warrants) will be canceled or returned to the Company and the Company will pay the employee monetary compensation for the cancellation or return of such a warrant (at the amount of the difference between the value of the Company share in the merger/sale transaction and the exercise price of the warrant, if such a difference exists); as well as
2.9.1.4 To determine that the vesting period of the warrants, all or some, will be accelerated so that they will be exercisable into shares as part of the transaction.

2.9.1.5

To perform any action and/or adjustment in connection with the warrants and their terms, as may be required according to its discretion.

2.9.1.6 There is no obligation to treat all warrants in the same manner.
2.9.1.7 Immediately after the Record Date for performing the transaction, all warrants will expire unless they were adopted by the new company, as stated in Section 2.9.1.2 above.
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2.9.1.8 In the event of a sale, each offeree shall be obligated to participate in said sale and sell all of their shares (or a proportional part thereof, per the decision of the Board of Directors) held in trust under the plan, provided that the consideration received by each offeree for their shares is equal to the consideration per share to which the shareholders are entitled in such sale, subject to the discretion of the Board of Directors.

For the purpose of this section, the term "New Company" shall refer to the company with which a merger is performed, with which a sale transaction is performed, or which enters into the Company's shoes after a structural change or merger.

2.9.2. Consequences due to voluntary liquidation - Should it be decided to voluntarily liquidate the Company, all warrants allocated to offerees shall expire immediately before the Company's liquidation. Notwithstanding the above, the Board of Directors may determine that the warrants, in whole or in part, shall expire on a specific, predetermined date and allow offerees, all or some, the right to exercise the warrants allocated to them, even if according to their terms they would not have been exercisable on said set date.
2.9.3. Adjustments due to bonus shares distribution - In the event that the Company distributes bonus shares for which the record date for distribution occurs after the date of warrant allocation for the offeree, but before the warrants were exercised into shares or expired, the exercise price for each warrant shall not change, but the number of shares each offeree is entitled to upon exercise shall increase by the number of shares the offeree would have been entitled to as bonus shares had they exercised the warrant on the eve of the benefit date, and the number of reserved shares shall increase accordingly.

Similar adjustments will be made in the case of a split (or consolidation) of the Company's shares, such that the number of exercise shares subject to the warrants will increase proportionally upon a split of the Company's shares and decrease proportionally upon a consolidation of capital. Such adjustments shall apply only in relation to warrants actually exercised by the offeree.

2.9.4. Adjustments due to dividend payment - If the Company distributes a dividend (in cash or in kind) to all its shareholders and the record date for the right to receive this dividend (in this section: "The Record Date") occurs after the warrant allocation date but before their exercise date, the exercise price of each warrant not yet exercised into a Company share before the Record Date shall be reduced by the amount of the dividend in NIS (gross) per share distributed by the Company. Beyond the exercise price adjustments detailed in this section, a dividend distribution by the Company (in cash and/or in kind) shall not affect in any way the number of exercise shares or the exercise price and shall not require the Company to perform any adjustment regarding the warrants and/or exercise shares, unless otherwise determined by the Board of Directors.
2.9.5. Adjustments in case of rights ofering - In the event of a rights offering by the Company to its shareholders (including through an offering of convertible securities) after the warrant allocation date but before the exercise date, the number of shares to which each offeree is entitled upon exercise shall be adjusted for the benefit component in the rights as expressed in the ratio between the closing price of the share on the TASE on the last trading day before the "ex" day and the base price of the share "ex rights", and the number of reserved shares shall increase accordingly.

2.10. Limitation on transferability of warrants and/or shares

2.10.1. Non-transferability of warrants – Unless otherwise determined by the Board of Directors, the warrants allocated to the offeree according to the prospectus, and any right arising therefrom, shall not be transferable and/or assignable, in any case, except for transfer to heirs by law. In the event of such transfer to heirs, the terms of the warrants and the plan's provisions shall bind the heirs. In this context, "Transfer" shall be the transfer of ownership of the equity compensation or exercise

shares, as applicable, including the transfer or assignment of any other right in them, in any form and manner, and including pledging or charging them.

2.10.2. The exercise shares may be subject to restrictions regarding their sale and/or transferability, as determined by the Board of Directors from time to time, and subject to applicable law, including regarding the prohibition of the use of inside information, as applicable.
2.10.3. Non-transferability of warrants and shares held by the Trustee – As long as the shares and/or warrants are held by the Trustee for the benefit of the offeree, then all the rights of the offeree are personal and are not transferable, assignable, pledgeable, subject to attachment or other encumbrance, except for transfer by virtue of a will or inheritance laws.
2.10.4. Restrictions on exercise shares The offeree shall not sell or transfer any shares in a transaction which, in the Company's opinion, would constitute a violation of a law, regulations or rules. The sale of shares to be issued or transferred to the offeree following the exercise of the warrant shall be done by the offeree in accordance with the Company's instructions, the provisions of the Securities Law, the regulations and rules issued thereunder, and in accordance with the TASE guidelines. Furthermore, the offerees will be subject to restrictions on the use of inside information under the Securities Law and its regulations, and will also be subject to restrictions as determined by the Board of Directors from time to time.
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2.11. Tax implications of the warrant allocation, their exercise into shares, and the sale of exercise shares

2.11.1. General

The Company submitted the plan under which the warrants will be allocated to the tax authorities for approval in accordance with the provisions of Section 102 of the Ordinance. The Company chose the capital gains track to apply to the Company's employees.

If there is any tax liability or other mandatory payment (National Insurance, State Health Tax, etc.) for and/or due to the plan, including for warrant allocation to the offeree, their exercise into shares, the sale of exercise shares, receipt of dividend or any other benefit for warrants or exercise shares according to – the plan it shall be borne by the offeree only.

The Company's obligation to allocate or transfer exercise shares upon exercise of the warrants, or to perform any other action in connection with warrants or exercise shares or because of them, is subject to the full fulfillment of any income tax payment obligation or other applicable mandatory payment (if any), including the withholding of any tax or mandatory payment required by law.

2.11.2. Taxation applicable to warrants under the provisions of Section 102 of the Ordinance

and the capital gains track

2.11.2.1.

Warrants granted to offerees according to Section 102(b)(3) of the Ordinance, who are employees and officers subject to tax in Israel who are not "controlling shareholders", as this term is defined in Section 32(9) of the Ordinance, and the rights granted for them or by virtue of the exercise shares, will be deposited with a trustee for the benefit of the eligible offerees for the period required in Section 102 of the Ordinance and the regulations issued thereunder ("the Minimum Trust Period"). In the event that the requirements of Section 102(b)(2) of the Ordinance are not met, the eligible offeree shall not benefit from the tax benefit in this section.

2.11.2.2.

An offeree shall not be entitled to sell or transfer from the trust a warrant, or a share received as a result of exercising a warrant granted under Section 102 of the Ordinance in the capital gains track, or from the exercise of rights received for these shares, including bonus shares, before the lapse of the minimum trust period required by law. Notwithstanding the above, if such sale or transfer is performed, the trustee and/or the Company shall withhold tax at the source according to the law.

2.11.2.3.

As long as the warrants or exercise shares are held by the Trustee for the benefit of the offeree, all of the offeree's rights in connection with the shares are personal and are not transferable, sellable, pledgeable, assignable, withdrawable, subject to attachment or voluntary encumbrance, nor shall any power of attorney or transfer deed be given for them, whether their validity is immediate or at a future date, except for transfer by virtue of a will or by law, but only after the payment of the applicable tax as stated or after the Trustee has ensured the payment of the tax.

2.11.2.4. Regarding voting rights, see Section 2.2.4 above.

Chapter 3 – Rights Accompanying the Company's Shares

For a description of the main rights accompanying the Company's shares, see the Company's TASE Regulations, as published on November 10, 2025 (Reference number: 2025-01-085617).

Chapter 4 – Additional Details

Below are additional details required according to the provisions of the law:

4.1. Details about the Company's share prices

Below are details regarding the high and low adjusted closing prices of the Company's share on the TASE starting from 2024 and up to close to the date of publication of this prospectus (in the case where the closing price was identical on several trading days in each of the said periods, the first trading day was noted):

Period	High Closing Price	High Closing Price	Low Closing Price	Low Closing Price
	Price in NIS	Date	Price in NIS	Date
2026 (until publication day of this prospectus)	17.03	16.02.2026	13.78	30.03.2026
2025	16.23	22.07.2025	11.32	13.01.2025
2024	11.77	25.12.2024	8.45	23.01.2024

4.2. Company share prices on the TASE

The warrants are not tradable, but they are exercisable into ordinary shares of the Company traded on the TASE. The closing price of an ordinary share of the Company on the TASE on May 18, 2026 (the TASE trading day preceding the publication date of this prospectus) was 14.27 NIS. The exercise price of the warrants is higher than said closing price, as detailed below:

4.2.1.

Approximately 7.8% for the warrant tranche which will vest on May 18, 2027;

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4.2.2.

Approximately 10.4% for the warrant tranche which will vest on May 18, 2028;

4.2.3. Approximately 13.0% for the warrant tranche which will vest on May 18, 2029.
4.3. Additional details by virtue of Regulation 20 of the Private Ofering Regulations - regarding warrants granted to the Company's CEO
4.3.1. As part of the allocation, out of the allocated warrants, 864,501 warrants will be allocated to the Company's CEO, Mr. Itamar Furman ("The Allocation to the CEO"). The percentage that the CEO's warrants would constitute, assuming they are fully exercised into exercise shares, out of the capital and voting rights is as detailed in sections 1.1 and 4.6 of the prospectus.
4.3.2. The fair value of the warrants - The fair value (average) of each warrant granted to the CEO, as of the decision day (date of Board approval), was estimated at approximately 3.737 NIS. The fair value of the CEO's warrants was calculated based on the following assumptions:
4.3.2.1. The Company applies the public reporting directives of the Bank of Israel on the subject of fair value measurement, which are based in part on standard accounting principles in US banks regarding fair value measurement as detailed in Topic 820 in the codification (Fair Value Measurement).

Furthermore, the Company applies standard accounting principles in US banks regarding share-based payment transactions as detailed in Topic 718 in the codification – (Compensation Stock Compensation).

4.3.2.2. In accordance with the above, the Company chose to apply the Binomial model for warrant pricing, which is consistent with the Black-Scholes formula, for the purpose of calculating the fair value of the warrants granted to the offeree.
4.3.2.3. Regarding the warrants, below are the assumptions taken in the calculation of the fair value of each warrant, as of the date of Board approval (decision day), according to the Binomial model:
4.3.2.3.1. The share price for the calculation is the closing price of the Company's share on the TASE at the end of the trading day of May 15, 2026 (14.25 NIS).
4.3.2.3.2. The exercise prices of the warrants are as detailed in section 2.3 above. This price is not linked to the Consumer Price Index and is dividend-adjusted. As stated above, the exercise price reflects premiums of 2.5%, 5.0% and 7.5% over the base price of each warrant tranche from the first, second and third tranches, respectively, as detailed in section 2.3 above.
4.3.2.3.3. The life of the warrant was determined based on the assumption that all warrants will be exercised on the last day of the exercise period and other required assumptions.
4.3.2.3.4. Standard deviations for the warrant tranches were calculated according to the standard deviations of the Company's share for periods of three, four, and five years, respectively, according to the life of the warrant in each tranche. Accordingly, the standard deviation of the first tranche is approximately 31.7%, of the second tranche is approximately 33.5%, and of the third tranche is approximately 31.9%.

4.3.2.3.5.
The exercise price of the warrants is not index-linked. The risk-free interest rate was derived from government bonds matching the life of the warrants on the grant date. Accordingly, the risk-free interest rate is approximately 3.74% for the first tranche, approximately 3.76% for the second tranche, and approximately 3.79% for the third tranche;
4.3.2.4. The fair value calculation does not take into account the fact that the warrants will not be listed for trading on the TASE, and also does not take into account the tax that may apply upon exercise of the warrants or sale of the exercise shares.
4.3.2.5. It should be emphasized that the calculations presented above were conducted as of May 15, 2026 (the last trading day preceding the day of the Board's decision on the allocation to the offerees). For the aforementioned date, the value of each warrant to the CEO (average) was estimated at a total of approximately 3.737 NIS, for an employee from Group 2 at approximately 3.641 NIS, and for an employee from Group 3 - at approximately 3.666 NIS. The total fair value of all warrants to be allocated to the CEO stands, as of the date of Board approval, at approximately 3,231 thousand NIS.
4.3.2.6. It should be noted that the accounting measurement date regarding the calculation of fair value and recording of the expense will be in accordance with the grant date.

4.4. Additional details according to the Sixth Supplement to the Report Regulations

For details on the CEO's employment cost, on an annual basis, see the General Meeting summon report of the Company's shareholders which was published concurrently with this prospectus (or any supplementary or amending report thereof) ("May 2026 Summon Report").

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4.5. Reasons of the Company's Board of Directors for approving the grant of warrants to the

Company's CEO

For details regarding the reasons of the Company's Board of Directors for approving the grant of warrants to the CEO, see the May 2026 Summon Report.

4.6. Additional details regarding a material private ofering to the CEO, the warrants and the

Company's share capital

Below are details regarding the share capital of the Company:

4.6.1. As of the date of this immediate report, the Company's issued and paid-up capital includes 325,550,735 ordinary shares with no par value.
4.6.2. Below are details regarding the holdings of the Company's CEO in the Company's shares as of the date of the report, after the allocation according to this report and on a fully diluted basis:

	Quantity of warrants ofered in the private ofering	Quantity and percentage of holding in capital and voting before warrant allocation	Quantity and percentage of holding in capital and voting before warrant allocation	Quantity and percentage of holding in capital and voting after warrant allocation and assuming exercise into shares	Quantity and percentage of holding in capital and voting after warrant allocation and assuming exercise into shares	Quantity and percentage of holding in capital and voting on a fully diluted basis	Quantity and percentage of holding in capital and voting on a fully diluted basis
		Number of shares	%	Number of shares	%	Number of shares	%
The warrants offered to the Company CEO and other offerees

	Quantity of warrants ofered in the private ofering	Quantity and percentage of holding in capital and voting before warrant allocation	Quantity and percentage of holding in capital and voting before warrant allocation	Quantity and percentage of holding in capital and voting after warrant allocation and assuming exercise into shares	Quantity and percentage of holding in capital and voting after warrant allocation and assuming exercise into shares	Quantity and percentage of holding in capital and voting on a fully diluted basis	Quantity and percentage of holding in capital and voting on a fully diluted basis
		Number of shares	%	Number of shares	%	Number of shares	%
Itamar Furman –Company CEO	864,501	720.47	0.00%	(*) 865,221.47	(*) 0.26%	(*) 865,221.47	(*) 0.25%
Other ofcers according to this prospectus	2,572,813	45,017	0.01%	(*) 2,617,830	(*) 0.78%	(*) 4,544,440	(*) 1.31%
Other managers and employees in the Company	7,523,206	-	0.00%	(*) 7,523,206	(*) 2.24%	(*) 7,523,206	(*) 4.37%
Interested Parties
Delek Group Ltd.	-	130,362,305	40.04%	130,362,305	38.74%	130,362,305	37.67%
Tamar Yasur (Chairman of the Board)	-	127,842	0.04%	127,842	0.04%	127,842	0.04%
Tzafrir Holtzblatt (Director)	-	19,032	0.01%	19,032	0.01%	19,032	0.01%
Naama Gat (Director)	-	19,032	0.01%	19,032	0.01%	19,032	0.01%
Dalia Narkis (Director)	-	19,032	0.01%	19,032	0.01%	19,032	0.01%
Public	-	194,957,754.53	59.88%	194,957,754.53	57.91%	194,957,754.53	56.33%
Total	-	325,550,735	100%	336,511,255	100%	346,027,099	100%

(*) It is clarified that in practice offerees who exercise warrants will not be allocated the full number of shares arising from them, but only shares in a quantity reflecting the amount of the financial benefit inherent in the warrants, according to the "net exercise" mechanism, as detailed in section 2.7 of this prospectus. Therefore, the dilution rate is expected to be significantly lower than stated as follows -

Increase in share value	Actual dilution rate
25%	0.36%
50%	0.85%
75%	1.2%
100%	1.46%

For additional details see the interested parties and senior officers holdings report of the Company as of March 31, 2026, as published on April 27, 2026 (reference number: 2026-01-038573), and reports on changes therein as published and to be published by the Company from time to time.

4.7. The consideration for the warrants and the exercise price and the way it was determined

The warrants are allocated to the offerees without cash consideration (but in exchange for their tenure and employment). For details about the exercise price see section 2.3 above. The consideration was determined in the decisions of the Compensation Committee and the Board of Directors.

4.8. The name of every material shareholder or ofcer in the Company who has, to the best of the Company's knowledge, a personal interest in the consideration in the material private ofering, and the nature of each person's personal interest

To the best of the Company's knowledge, except for the personal interest of the Company's CEO in the equity compensation proposal and the personal interest of the other offerees regarding the allocation of the warrants offered to them, without consideration, no material shareholder or other officer in the Company has a personal interest in the consideration in the material private offering.

4.9. Required approvals

The required approvals for granting the warrants are as detailed in section 1.5 above.

4.10. Agreements regarding the purchase or sale of securities in the Company

To the best of the Company's knowledge, and after an inquiry it conducted with the offerees, as of the date of this report there are no agreements, in writing or orally, between the offerees and shareholders in the Company or between the offerees and others, or between themselves, regarding the purchase or sale of securities of the Company or regarding voting rights in the Company.

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4.11. Prevention or restriction on performing actions with the allocated warrants

In accordance with Section 2.11 of this report, the warrants will be subject to the restrictions applicable by virtue of the capital gains track provisions as well as additional restrictions as detailed in Section 2.10 above.

4.12. Date of warrant allocation

The warrants will be allocated after obtaining all necessary approvals for their allocation, as detailed in Section 1.5 above, and at a date to be determined by the Company's Board of Directors, subject to the provisions of applicable law.

4.13. Reference to fnancial statements and immediate reports and inspection of documents

The Company's periodic and immediate reports can be inspected on the Israel Securities Authority's website at: www.magna.isa.gov.il, and on the TASE website at: www.maya.tase.co.il.

4.14. Details regarding the Company's representatives for the purpose of handling this prospectus

The Company's representatives for the purpose of handling this prospectus are Adv. Noa Naveh, VP and General Counsel and Yonatan Regev, CFO (Telephone: 03-6895166, Fax: 03-6895374).

18/05/2026

Date Isracard Ltd.

Name of signatory on behalf of the corporation: Yonatan Regev Title: CFO

Name of signatory on behalf of the corporation: Noa Naveh, Adv. Title: VP, General Counsel

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