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Matrix IT Ltd. M&A Activity 2026

Feb 18, 2026

6905_rns_2026-02-18_97508dc6-bd4d-4647-971d-78f5b48a1cac.pdf

M&A Activity

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Matrix IT Ltd.

("the Company")

February 18, 2026

To To

Securities Authority www.magna.gov.il The Tel-Aviv Stock Exchange Ltd. http://www.maya.tase.co.il

Dear Sir/Madam,

Re: Notice regarding the share exchange ratio within the framework of the merger transaction with Magic and regarding the expected date for receiving the merger certificate and completion of the transaction

Further to the reports of the Company in connection with its engagement in a reverse triangular merger transaction according to a merger agreement signed on November 3, 2025 between the Company, Magic Software Enterprises Ltd. ("Magic") and MagicMatrix Ltd. ("merger transaction" and "merger agreement"), the Company is honored to update as follows : 1 2 3

1. Expected date for receiving a merger certificate and completion of the merger transaction

Further to talks held by the Company with the representative of the Registrar of Companies, the Company is honored to update that a merger certificate from the Registrar of Companies in connection with the merger transaction ("merger certificate") is expected to be received on Tuesday, February 24, 2026. Upon receipt of the merger certificate, all conditions precedent for the completion of the transaction will be fulfilled.

Pursuant to the provisions of Section 3.2 of the Shelf Offering Report, at the time of receipt of the merger certificate, the Company will publish an immediate report regarding its receipt, as well as regarding the record date for the entitlement of Magic shareholders to the consideration shares (as this term is defined below) and regarding the date of completion of the transaction.

2. Share exchange ratio within the framework of the merger transaction

In accordance with the provisions of the merger agreement, immediately after completion of the merger transaction, Magic shareholders, as they will be on the record date for entitlement to the consideration shares (as this term is defined in Section 3.2 of the Shelf Offering Report) ("Eligible Shareholders in Magic") will hold 31.125% of the issued and paid-up share capital of the Company on a fully diluted basis ("consideration shares"), and the shareholders who held Company shares immediately before the date of completion of the merger transaction will hold 68.875% of the issued and paid-up share capital of the Company on a fully diluted basis.

1 Special General Meeting Summon Report dated November 3, 2025 (Reference No.: 2025-01-083233) ("Meeting Summon Report"); the Company's Shelf Offering Report dated December 3, 2025 (Reference No.: 2025-01-096297) ("Shelf Offering Report"); immediate report dated February 5, 2026 (Reference No.: 2026-01-012685).

2 A public company whose shares are traded on NASDAQ and on the TASE, and whose controlling shareholder is Formula Systems (1985) Ltd., the controlling shareholder of the Company.

3 A private company incorporated in Israel under the full ownership of the Company, established for the purpose of the merger and which has no activity.

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Fully. In this regard, "the issued and paid-up share capital of the Company on a fully diluted basis" - as defined in the Merger Agreement. 4

Accordingly, on the completion date of the merger transaction, 28,861,563 ordinary shares of the Company of NIS 1 par value each shall be allocated to the eligible shareholders in Magic (approximately 0.5878202 shares of the Company for each share of Magic). 5

The information in this immediate report regarding the date of receipt of the merger certificate and the completion of the merger transaction is forward-looking information, as defined in the Securities Law, 1968, the realization of which is uncertain and depends on factors, some of which are not within the control of the Company.

Sincerely,

Matrix IT Ltd.

By: Nevo Brenner, CFO of the Company

And Adv. Yifat Givol, Head of the Legal Department and Company Secretary

2/18/2026 | 8:39:48 PM

4 In this regard, see section 1 of the shelf offering report.

5 In this regard, see footnote 3 in the meeting summons report.