Isracard Ltd. — Capital/Financing Update 2026

May 19, 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. .

To:

May 19, 2026

Securities Authority 22 Kanfei Nesharim St.

Jerusalem

To:

The Tel Aviv Stock Exchange Ltd.

54 Ahad Ha'am St.

Tel Aviv

Dear Sir/Madam,

Via MAGNA

Subject: Immediate report regarding a material private ofering in accordance with the Securities Regulations (Private Ofering of Securities in a Listed Company), 2000

In accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 2000 ("Private Offering Regulations") and the Securities Regulations (Periodic and Immediate Reports), 1970 ("Report Regulations"), as well as further to the resolutions of the Company's shareholders from April 12, 2021, July 11, 2024, and April 30, 2026 (regarding the Chairman of the Board's remuneration)1 and from September 22, 2022, and November 10, 2025 (regarding the Directors' remuneration, excluding the Chairman of the Board)2, the Company is pleased to announce the decision of the Company's Board of Directors dated May 18, 2026, regarding the approval of a material private allocation of 83,628 ordinary restricted shares, registered, tradable, with no par value each of the Company ("restricted shares"), of which 42,473 restricted shares are for Ms. Tamar Yassur ("Chairman of the Board") and 41,155 restricted shares are for 8 serving directors of the Company and 6 former directors of the Company who finished their tenure in 2025 ("the Directors" and together with the Chairman of the Board: "the Offerees"), all within the framework of a material private offering (as the term is defined in the Private Offering Regulations) according to this report below ("the Private Offering").

1. General

• 1.1 As stated above, on May 18, 2026, the Company's Board of Directors approved a material private allocation of 83,628 restricted shares to 15 offerees. The allocation of the restricted shares to the Chairman of the Board, the Directors, and the former directors was approved by the general meetings of the Company's shareholders as part of their terms of tenure and employment in the Company for the year 2025, as detailed in the Chairman's Summoning Report and the Directors' Summoning Report. The allocation of the restricted shares according to this report constitutes the implementation of the terms of tenure and employment of the offerees for the year 2025.

• 1.2

• The provisions of the Company's "Equity Remuneration Plan (2021)", which was approved by the Company's Board of Directors on December 1, 2021 ("the Plan"), shall apply to the allocated restricted shares. The restricted shares will be allocated according to the Plan and, in relation to the serving directors, in accordance with the provisions of the capital gains track in Section 102 of the Income Tax Ordinance [New Version], 1961 ("the Ordinance") and the rules established thereunder, as they may be from time to time ("the Rules") and/or a tax arrangement, to the extent applicable ("Capital Gains Track"). The allocation of the restricted shares complies with the framework of the terms of the Company's Remuneration Policy, as approved by the General Meeting of the Company's shareholders on April 30, 2026.3

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. .

• 1.3 The restricted shares shall be registered in the name of the Nominee Company of Bank Hapoalim Ltd. and shall also be registered for trading on the Tel Aviv Stock Exchange Ltd. ("the TASE") subject to the TASE's approval.

• 1 For details regarding the remuneration conditions approved as stated, see the Company's reports for summoning the said general meetings of the Company's shareholders, as published on April 4, 2021 (amended report), June 30, 2024 (amended report), and March 26, 2026 (reference numbers: 2021-01-054285, 2024-01-066003, and 2026-01-027525, respectively) (all together shall be referred to below as: "Chairman's Summoning Report").

• 2 For details regarding the remuneration conditions approved as stated, see the Company's reports for summoning the said general meetings of the Company's shareholders, as published on August 11, 2022 (amended report) and October 30, 2025 (amended report) (reference numbers: 2022-01-082821 and 2025-01-081909, respectively) (all together shall be referred to below as: "Directors' Summoning Report").

• 3 For the terms of the Remuneration Policy, see the report for summoning the said meeting as published on March 26, 2026 (reference number 2026-01-027525).

• 2 -

2. The Oferees

• 2.1. The offerees under the allocation are the Chairman of the Board, 8 additional serving directors, and 6 former directors of the Company who finished their tenure during 2025. Except with respect to the Chairman of the Board, between whom and the Company employer-employee relationships exist, no employer-employee relationships exist between the Company and the rest of the offerees.

• 2.2.

• The offerees are not "interested parties" in the Company as this term is defined in the Securities Law, 1968 ("Securities Law") by virtue of their holdings in the share capital of the Company and will not become interested parties after the allocation according to this report. The Chairman of the Board and the serving Directors are interested parties by virtue of their position. The offerees are not an "employee who is an interested party", as the term is defined in the TASE Regulations, by virtue of their holdings.

• 2.3. Each of the offerees is not an "interested party" as defined in Section 270(5) of the Companies Law, 1999 ("Companies Law") and they, or any of them, will not become an "interested party" due to the grant of restricted shares under this report.

3. Ofered securities, quantity and rate of capital

The quantity of allocated restricted shares and their rate of the Company's issued and paid-up capital is as follows:

• 3.1. According to the terms of the private offering, the Company will allocate to the offerees a total sum of 83,628 restricted shares, as detailed in Section 10.2 below.

• 3.2. The allocated restricted shares will constitute, after the allocation, approximately 0.026% of the Company's issued and paid-up share capital and its voting rights (approximately 0.025% on a fully diluted basis).4

3.3.

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 restricted shares allocated to the Chairman of the Board will constitute, after the allocation,

approximately 0.013% of the Company's issued and paid-up share capital and its voting rights (including on a fully diluted basis).

• 3.4. Except regarding former directors, the allocation of restricted shares to the offerees will be performed in accordance with the provisions of Section 102 of the Ordinance, under the capital gains track with a trustee. Wherever it is stated that the shares will be allocated to a trustee for the offerees, it means that the restricted shares will be registered in the Company's register of shareholders in the name of the Nominee –

• Company, and at the TASE member in the name of the trustee (until the date of their release from the trustee or their sale by the trustee for the offeree) or the offeree, as applicable.

4. Terms of the allocated restricted shares

The following is a summary of the main terms of the allocated restricted shares

4.1. The lock-up period of the allocated restricted shares

The allocated restricted shares will be locked up from sale or transfer for a period of thirty-six (36) months from the end of the year for which they were granted5 ("the lock-up period"). After the end of the lock-up period, the restrictions regarding the transfer of the allocated restricted shares shall be removed, except for restrictions resulting from the prohibition regarding the use of inside information in accordance with the Company's policy at that time (as relevant).

For details regarding the exercise of voting rights and about the rights to dividends attached to the allocated restricted shares, as long as they are deposited with a trustee as explained below - see Section 4.6 below.

4 "On a fully diluted basis" means assuming full exercise of all securities convertible into shares of the Company that were allocated by the Company and have not yet been exercised or expired at the date of this report.

5

The restricted shares are granted under this report for the tenure of the offerees in 2025.

• 3 -

4.2 Allocation of the restricted shares in the Trustee's name

• 4.2.1. The restricted shares allocated to the offerees (except for former directors) will be allocated for them to a trustee ("the Trustee"), who will hold the allocated restricted shares in trust ("the Trust") for the benefit of said offerees ("the Beneficiary").

• 4.2.2. The allocation of the restricted shares through a trustee according to the capital gains track is subject to the completion of every process and/or procedure required by the Ordinance and/or the Rules.

• 4.2.3. In accordance with the provisions of Section 102 of the Ordinance and the Rules, the taxation of the restricted shares allocated under the capital gains track is conditional upon holding them in trust for a period determined by the Ordinance, as it may be from time to time (two years from the date of their allocation at the time of this report), or another period approved by the tax authorities ("Minimum Trust Period"). In the event that the requirements of Section 102(b)(3) of the Ordinance are not met, the offeree shall not benefit from the tax benefit in this section.

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. .

4.2.4.

• A beneficiary to whom restricted shares were allocated through a trustee will not be entitled to sell them or transfer them from the Trustee's hands before the end of the Minimum Trust Period.

• Notwithstanding the provisions of Section 4.2.3 above and subject to the rest of the terms of the plan including the lock-up period, the Beneficiary will be able to transfer from the Trustee the allocated restricted shares and/or the rights and/or sell them even before the end of the Minimum Trust Period, provided that the Trustee and/or the Company will withhold tax at source or guarantee the withholding of tax at source in accordance with the provisions of the Rules, as required under the provisions of Section 102 of the Ordinance and the Rules regarding non-compliance with the Minimum Trust Period.

4.2.5.

• Dividends - As long as the allocated restricted shares are held by the Trustee in trust for the Beneficiary, the dividends distributed for them will be deposited with the Trustee for the benefit of the Beneficiary, or if the dividends are distributed in cash, they will be transferred directly to the Beneficiary, after lawful tax withholding by the Trustee, all unless the Board of Directors determines otherwise, at its sole discretion and subject to any law, before performing such dividend distribution.

4.3 Provisions regarding termination of employment/tenure

Termination of employment/tenure will not affect the restricted shares and the rights for them and will not advance or change the lock-up period, unless decided otherwise by the Board of Directors.

4.4 Transferability of the allocated restricted shares

4.4.1.

• During the lock-up period of the restricted shares that will be allocated to the offerees according to the plan, they shall not be transferable or salable as detailed in Section 4.1 above. In the case of transfer of restricted shares to heirs as stated, the terms of the restricted shares and the provisions of the plan shall bind the heirs, mutatis mutandis. Upon the end of the lock-up period of the restricted shares, the lock-up applicable to the restricted shares shall be automatically released and they shall become transferable shares released from any restriction.

4.4.2.

• The restricted shares may be subject to additional restrictions regarding their sale and/or transferability, as determined by the Board of Directors from time to time, and subject to applicable law.

4.4.3.

• In addition and without derogating from the provisions of the plan, the restrictions established in the Securities Law and the regulations issued and/or to be issued by virtue thereof (including the lock-up provisions by virtue of Section 15c of the Securities Law and the regulations thereunder as detailed in Section 14 below) shall apply to the sale of the shares, if and as much as they apply, as well as any additional legal provision or restriction which shall apply at that time to the sale of the shares, including regarding the prohibition on use of inside information.

• 4 -

In this report, "transfer" shall be a transfer of ownership of the restricted shares, including the transfer or assignment of any other right in them, in any form and manner, and including a pledge or encumbrance.

4.4.4.

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. .

• Forced sale - In the event of a sale of all or substantially all of the Company's assets or issued capital to any third party, every offeree shall be obligated to participate in such sale and sell all his shares (or a proportional part of them, according to the Board of Directors' decision) according to the Plan, provided that the consideration each offeree receives for his 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.

Taxation and Indemnity

4.5

• 4.5.1. The Company's obligation to perform any action in connection with or due to the allocated restricted shares is subject to full compliance with any income tax payment obligation or other mandatory payment that applies (and as much as it applies), including the withholding of any tax or mandatory payment required by law.

• 4.5.2. If there is any tax liability or other mandatory payment (National Insurance, State Health Tax, etc.) due to and/or because of the Plan, including for the allocation of restricted shares to an offeree, their vesting, their sale or transfer, receipt of a dividend or any other benefit for allocated restricted shares or shares under the Plan - the offeree alone shall bear it. The offeree shall indemnify the Company and/or the Trustee for any payment or claim for payment of any tax required as stated, if required, and the Company shall be entitled to deduct from the amounts due to the offeree any debt balance of the offeree to the Company, to the extent such a debt exists for said indemnity.

Rights arising from the allocated restricted shares

4.6

From the date of their allocation, the allocated restricted shares will be equal in their rights to the existing shares in the Company's capital for all intents and purposes and will be subject to the provisions of the Company's Articles of Association. Accordingly, the offerees will be entitled to receive dividends and rights or bonus shares and will be entitled to vote by virtue of the restricted shares at the Company's general meetings for which the record date for participation is from the date of their allocation.

The allocated restricted shares will be entitled to any dividend or other benefit for which the record date for receiving them falls on or after the date of allocation of the restricted shares to the offeree.

To the extent that the allocated restricted shares are held by the Trustee for an offeree, the voting rights for these shares shall be held by the Trustee. The Trustee shall not vote for these shares held by him for the offeree, and the offeree shall be entitled to vote for the allocated restricted shares at the Company's shareholder meetings in accordance with a suitable power of attorney from the Trustee.

Company's share price on the TASE

5.

The closing price of the Company's share on May 18, 2026, which is the trading day prior to the publication of this report, is 14.27 NIS.

Consideration for the restricted shares and the method by which it was determined

6.

The allocated restricted shares are offered to the offerees without cash consideration, but in exchange for the minimum price per share according to the TASE Regulations which the offerees shall pay at the time of allocation, except for the Chairman of the Board between whom and the Company there are employer-employee relationships and therefore she shall not be required to pay the minimum price. The Company shall consider the allocated restricted shares to the offerees as fully paid-up shares. The restricted shares are granted to the offerees as part of the long-term remuneration paid to them for their tenure in the Company and in accordance with the Plan and its Remuneration Policy.

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. .

5/19/2026 | 6:16:05 AM | v1.2.5

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. .

• 5 -

7. Additional details under Regulation 20 of the Private Ofering Regulations - regarding the equity compensation granted to the Chairman of the Board and directors

• 7.1. As part of the allocation, out of the allocated restricted shares, 42,473 restricted shares will be allocated to the Chairman of the Board ("the Allocation to the Chairman of the Board"). Furthermore, 41,155 restricted shares will be allocated to the serving directors of the company and former directors of the company (as mentioned in section 2.1 above), according to the details in section 10.2 below ("the Allocation to Directors"). The rate of restricted shares allocated to the company's Chairman of the Board out of the equity and voting rights is as detailed in section 3.3 above and as detailed in the table in section 10.2 below.

• 7.2. The fair value of the restricted shares allocated to the Chairman of the Board is 605 thousand NIS, and the fair value of the restricted shares allocated to each of the other offerees is in the range of 11 to 80 thousand NIS (based on the proportionality of the period in which each director served in the company during 2025). The fair value of the restricted shares as stated was calculated according to the closing price of the company's share known at the time of approval of the allocation to the offerees (i.e., the closing price of the company's share on the TASE on May 15, 2026, which stood at 14.25 NIS).

8. Additional details in accordance with the Sixth Schedule to the Reporting Regulations

For details regarding the employment cost of the Chairman of the Board on an annual basis and the employment cost of the company's directors and former directors, see the Chairman's Summon Report, Note 8.21 to the company's financial statements for the first quarter of 2026 (page 91), published on May 19, 2026, reference number 2026-01-045991, as well as section 5 of the company's Corporate Governance Report for 2025 (page 265), included in the company's Periodic report for 2025, published on March 18, 2026, reference number 2026-01-023767.

9. Reasons of the company's Board of Directors for approving the grant of restricted shares to the oferees

The Board of Directors noted in its reasons that the granting of restricted shares to the offerees constitutes the implementation of employment and service agreements signed and duly approved, and according to the company's compensation plan and its compensation policy, and reiterated its reasons.

For details regarding the reasons of the company's Board of Directors for approving the grant of restricted shares as detailed in this report, see the Chairman's Summon Report and the Directors' Summon Report.

10. Additional details regarding a material private ofering – the allocated restricted shares and the company's share capital

10.1. Below are details regarding the company's share capital:

As of the date of the report, the company's issued and paid-up capital includes 325,550,735 ordinary shares without par value.

• 10.2. Below are details regarding the holdings of the Chairman of the Board and the directors 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; as well as the quantity of restricted shares offered in the private offering to former directors:

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. .

	Quantity of restricted shares ofered in the private ofering	Quantity and holding rate in equity and voting before the allocation of restricted shares	Quantity and holding rate in equity and voting before the allocation of restricted shares	Quantity and holding rate in equity and voting after the allocation of restricted shares	Quantity and holding rate in equity and voting after the allocation of restricted shares	Quantity and holding rate in equity and voting on a fully diluted basis	Quantity and holding rate in equity and voting on a fully diluted basis
		Number of shares	%	Number of shares	%	Number of shares	%
The restricted shares	allocated to the company's Chairman of the Board, to directors, and to former directors
Tamar Yasur (Chairman of the Board)	42,473	127,842	0.04%	170,315	0.05%	170,315	0.04%
Idan Wells	2,290	0	-	2,290	0.00%	2,290	0.00%
Liora Pratt Levin	800	0	-	800	0.00%	800	0.00%
Tamir Poliker	800	0	-	800	0.00%	800	0.00%
Reuven Krupik	800	0	-	800	0.00%	800	0.00%

• 6 -

	Quantity of restricted shares ofered in the private ofering	Quantity and holding rate in equity and voting before the allocation of restricted shares	Quantity and holding rate in equity and voting before the allocation of restricted shares	Quantity and holding rate in equity and voting after the allocation of restricted shares	Quantity and holding rate in equity and voting after the allocation of restricted shares	Quantity and holding rate in equity and voting on a fully diluted basis	Quantity and holding rate in equity and voting on a fully diluted basis
		Number of shares	%	Number of shares	%	Number of shares	%
Avraham Eckstein	800	0	-	800	0.00%	800	0.00%
Tzafrir Holzblatt	5,646	19,032	0.01%	24,678	0.01%	24,678	0.01%
Naama Gat	5,646	19,032	0.01%	24,678	0.01%	24,678	0.01%
Dalia Narkis	5,646	19,032	0.01%	24,678	0.01%	24,678	0.01%
Former directors	18,727	***	***	***	***	***	***
Interested parties (**)
Delek Group Ltd	-	130,362,305	40.04%	130,362,305	40.03%	130,362,305	38.90%
Public(*)	-	195,003,492	59.89%	195,003,492	59.89%	195,003,492	61.02%
Total	83,628	325,550,735	100	325,634,363	100	325,634,363	100

(*) Including the company's CEO, its officers, and its employees who hold warrants for the company's shares (total of 9,515,844 warrants, as of May 18, 2026).

(**) For further details regarding the holdings of interested parties and officers in the company, see the report on the holdings of interested parties and officers of the company published on April 27, 2026, reference number 2026-01-038573.

(***) Included in the holdings of the public

11. 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 the personal interest of each of them

To the best of the company's knowledge, except for the personal interest of the Chairman of the Board and the directors in the equity compensation proposal and their personal interest in everything concerning the allocation of the restricted shares offered to them, without consideration (except for the payment of the minimum price per share which is 30 agorot, by all offerees, except for the Chairman of the Board), no material shareholder or other officer in the company has a personal interest in the consideration in the material private offering.

12. Required approvals

12.1.

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. .

• On May 18, 2026, the company's Board of Directors approved the allocation to the offerees (following the approval of the company's compensation committee dated May 14, 2026). The granting of the restricted shares is an implementation of the compensation terms of the Chairman of the Board, the directors, and the former directors from among the offerees which were approved by the company's shareholders (as detailed in the Chairman's Summon Report and the Directors' Summon Report).

• 12.2. The plan was submitted for the approval of the Tel Aviv Tax Assessor on December 27, 2021.

• 12.3. The grant of restricted shares will take place after the Stock Exchange's approval for their registration for trading.

13. Agreements regarding the purchase or sale of securities in the company

To the best of the company's knowledge, and after inquiry made 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.

14. Restriction or limitation on performing actions in the allocated restricted shares

• 14.1. In accordance with what is stated in section 1.2 of this report, the restrictions applicable by virtue of the provisions of the capital gains track will apply to the restricted shares, to the extent that it applies to them, as well as additional restrictions as detailed in sections 4.1, 4.2, and 4.4 above.

• 14.2. According to the provision of section 15C of the Securities Law and the provisions of the Securities Regulations (Details regarding sections 15A to 15C of the Law), 5760-2000, the restrictions detailed below will apply to the sale during trading on the TASE of the allocated restricted shares:

• 7 -

• A. Prohibition to offer during trading on the TASE the allocated restricted shares during six months from the date of allocation of the allocated restricted shares according to this report ("The First Period").

• B. During six consecutive quarters from the end of the First Period ("The Additional Periods"), each of the offerees will be permitted to offer on each trading day a quantity of shares that will not exceed the daily average of the trading volume on the TASE in the company's shares in a period of eight weeks, provided that they do not offer in one quarter a quantity of shares exceeding one percent of the company's issued and paidup capital.

For this matter, "issued and paid-up capital": excluding shares resulting from the exercise or conversion of convertible securities allocated until the allocation date and not yet exercised or converted.

• C. The above will also apply to shares that will be purchased from the offeree during the First Period or the Additional Periods as stated, not according to a prospectus and not during trading on the TASE.

Sincerely,

Isracard Ltd

19/05/2026

Date

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. .

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

Title: EVP, CFO

Name of the signatory on behalf of the corporation: Noa Naveh, Adv.

Title: EVP, Chief Legal Counsel

5/19/2026 | 6:16:06 AM | v1.2.5