Mega Or Holdings Ltd.

Capital/Financing Update • Aug 28, 2025

MEGA OR HOLDINGS LTD

("the Company")

August 28, 2025

To:

Israel Securities Authority 22 Kanfei Nesharim Street Jerusalem

Tel Aviv Stock Exchange Ltd. 2 Ahuzat Bayit Tel Aviv

Subject: Immediate Report Regarding Results of Tender for Classified Investors

Following the immediate report of the Company¹⁰¹ regarding the examination of the possibility of publishing a shelf offering report, according to which the Company's bonds (Series 9), by way of a uniform public offering, by way of expansion (hereinafter: "Bonds (Series 9)"),¹⁰² under the Company's shelf prospectus published on October 30, 2024, dated October 31, 2024,¹⁰³ and which will be listed for trading on the Tel Aviv Stock Exchange Ltd. (hereinafter: "the Stock Exchange"), the Company is honored to announce the following:

1. On August 28, 2025, a tender was held to receive early commitments from classified investors¹⁰⁴ (hereinafter: "the classified investors") to purchase Bonds (Series 9), in preparation for a possible issuance of Bonds (Series 9) as mentioned above, if it takes place.

• 1.1. The Bonds (Series 9) were offered to classified investors by way of a tender on the unit price (each unit includes NIS 1,000 par value Bonds (Series 9)).
• 1.2. Within the tender, requests were submitted to purchase NIS 818,305 thousand par value Bonds (Series 9) with a total value of approximately NIS 895,995 thousand. The Company intends (subject to the approval of the rating company regarding the increase of the fundraising scope) to accept early commitments from classified investors (as will be detailed in the shelf offering report, if published) to purchase NIS 426,519 thousand par value Bonds (Series 9) at a unit price of NIS 1,095, which will constitute, within the public tender (if held), the minimum unit price.
• 1.3. The unit price of the Bonds (Series 9) will be determined within the public tender, if conducted, as part of the publication of the shelf offering report, by way of a uniform

offering.

1. It is clarified that as of this date, there is no certainty that the public issuance of Bonds (Series 9) will take place, as it is subject to obtaining the required approvals and permits according to law, including the Israel Securities Authority's permit to publish the shelf offering report.

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1. It is further clarified that the above does not constitute a commitment by the Company to carry out an issuance of Bonds (Series 9) as mentioned, nor does it constitute an offer to the public or an invitation to purchase the Company's securities.

The shelf, the Stock Exchange's approval for the publication of the shelf offering report and for the listing of the bonds for trading, the rating company's approval regarding the increase of the fundraising scope, as well as the approvals required by the Company's organs.

Respectfully, MEGA OR HOLDINGS LTD

By: Zachi Nahmias, Co-CEO and Director and Chaim Onfelos, CFO

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FOOTNOTE:

¹⁰¹ Report dated August 27, 2025 (Reference No.: 2025-01-064492) (This information constitutes an incorporation by reference).

¹⁰² According to the rating notice received by the Company from S&P Global Ratings Maalot Ltd. (hereinafter: "the rating company"), for the issuance of Bonds (Series 9) in the amount of up to NIS 250,000,000 par value. For details, see the immediate report of the rating company dated August 27, 2025 (Reference No.: 2025-15-064470) (This information constitutes an incorporation by reference).

¹⁰³ Reference No.: 2024-01-612749 (This information constitutes an incorporation by reference).

¹⁰⁴ As defined in Section 1 of the Securities Regulations (Manner of Offering Securities to the Public), 2007.