Mega Or Holdings Ltd. — Capital/Financing Update 2026

Apr 23, 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

Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

April 23, 2026

Dear Sir/Madam,

Subject: Mega Or Holdings Ltd. (hereinafter: the "Company")

Notice on examining the possibility of debt raising by way of publishing a shelf offering report

The Company is honored to announce that it is examining the possibility to expand BONDS (Series 9) and BONDS (Series 11), registered in the name of NIS 1 par value each of the Company (hereinafter: "BONDS (Series 9)" and "BONDS (Series 11)", respectively) listed for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange") by way of expanding BONDS (Series 9) and BONDS (Series 11), according to a shelf offering report published by the Company (if published) by virtue of the Company's shelf prospectus published on October 30, 2024, dated October 31, 2024¹ (hereinafter: the "Expansions").

The Company intends to conduct today, Thursday, April 23, 2026, a tender to receive early commitments from classified investors (as the term is defined in the Offering Manner Regulations), on the unit price, with an early commitment fee at a rate of 0.3% of the total consideration received for the units for which they will commit to submit orders as part of the public tender according to the shelf offering report regarding BONDS (Series 9) and with an early commitment fee at a rate of 0.4% of the total consideration received for the units for which they will commit to submit orders as part of the public tender according to the shelf offering report regarding BONDS (Series 11).

The terms of the BONDS (Series 9) to be issued to the public (if and to the extent issued) are detailed in the trust deed for the BONDS (Series 9) which was attached as Appendix A to the shelf offering report published by the Company on February 20, 2020², as amended on February 20, 2020³.

The terms of the BONDS (Series 11) to be issued to the public (if and to the extent issued) are detailed in the trust deed for the BONDS (Series 11) which was attached as Appendix B to the shelf offering report published by the Company on July 8, 2021⁴.

It is clarified that the aforementioned expansions (if and to the extent they take place) are subject to receiving all approvals required by law, which have not yet been received as of the date of this report, including, approval of the Company's Board of Directors, approval of the Stock Exchange for the listing for trade of the BONDS to be issued (to the extent issued) and receipt of approval from the rating company regarding the expansion of the BONDS.

Nothing in the above constitutes a commitment by the Company to carry out the expansions and/or constitutes an offer or invitation to purchase securities.

Sincerely,

Mega Or Holdings Ltd.

By Tzachi Nahmias, Director and Co-CEO

and Chaim Unflesch, CFO

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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. Reference number 2024-01-612749.
2. Reference number 2020-01-017595.
3. Reference number 2020-01-017673.
4. Reference number 2021-01-114681.

4/23/2026 | 6:57:26 AM