Mega Or Holdings Ltd. — Capital/Financing Update 2026

Apr 28, 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. .

April 28, 2026

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

To

Securities Authority

www.isa.gov.il

Dear Sir/Madam,

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

Immediate report regarding issuance results according to a shelf offering report dated April 26, 2026

1. In accordance with Section 30 of the Securities Law, 5728-1968, and in accordance with the Securities Regulations (Notice of the Results of the Offer in the Prospectus), 5730-1969, the Company is honored to hereby announce the results of the issuance according to the Company's shelf offering report dated April 26, 2026 (reference no.: 2026-01-038118) (hereinafter: the "Shelf Offering Report"), published according to the Company's shelf prospectus.¹

2. According to the Shelf Offering Report, BONDS were offered to the public as follows:

2.1 Up to NIS 239,595,000 par value BONDS (Series 9') of the Company, registered by name, of NIS 1 par value each (hereinafter: "the BONDS Tender (Series 9")") which were offered by way of expanding the outstanding series under the terms set in the Shelf Offering Report.

2.2 The BONDS (Series 9') were offered to the public in a uniform offer according to the Manner of Offering Regulations, by way of a tender for the unit price, in 239,595 units of NIS 1,000 par value each (hereinafter: "the BONDS Units (Series 9")") at a minimum price per unit of NIS 1,131 (hereinafter: "the Minimum Price per Unit (Series 9")").

2.3 Up to NIS 839,922,000 par value BONDS (Series XI) of the Company, registered by name, of NIS 1 par value each (hereinafter: "the BONDS Tender (Series XI)") which were offered by way of expanding the outstanding series under the terms set in the Shelf Offering Report.

2.4 The BONDS (Series XI) were offered to the public in a uniform offer according to the Manner of Offering Regulations, by way of a tender for the unit price, in 839,922 units of NIS 1,000 par value each (hereinafter: "the BONDS Units (Series XI)") at a minimum price per unit of NIS 1,076 (hereinafter: "the Minimum Price per Unit (Series XI)").

1. Of the BONDS units (Series 9') offered to the public, in respect of 197,952 BONDS units (Series 9'), representing approximately $82.62\%$ of all BONDS units (Series 9') offered to the public according to the Shelf Offering Report, early commitments were given by classified investors at unit prices and quantities as specified in Section 3.4 of the Shelf Offering Report.

2. Of the BONDS units (Series XI) offered to the public, in respect of 751,457 BONDS units (Series XI), representing approximately $89.47\%$ of all BONDS units (Series XI) offered to the public according to the Shelf Offering Report, early commitments were given by classified investors at unit prices and quantities as specified in Section 3.5 of the Shelf Offering Report.

3. The offering of securities was not guaranteed by underwriting.

¹ As published on October 31, 2024 (Reference No.: 2024-01-612749) (hereinafter: the "Shelf Prospectus").

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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. .

Below are the results of the tender for the purchase of BONDS (Series 9) that took place on Monday, April 27, 2026:

.6.1 In the tender for BONDS (Series 9), 28 requests were received for the purchase of 197,952 units (hereinafter: "Total demands for BONDS (Series 9)"), all of which were requests to purchase BONDS (Series 9) based on the early commitment of classified investors, as detailed in section 3 above.

It was determined in the tender that the price per unit of BONDS (Series 9) is a total of 1,131 NIS (hereinafter: "Closing price per unit (Series 9)").

.6.2 A total of 197,952 units of BONDS (Series 9) were allocated in the tender as follows:

19 requests to purchase 106,045 units of BONDS (Series 9) (all submitted by classified investors) in which a price per unit higher than the closing price per unit (Series 9) was specified, were fully accepted.

9 requests to purchase 91,907 units of BONDS (Series 9) (all submitted by classified investors) in which a price per unit equal to the closing price per unit (Series 9) was specified, were fully accepted.

In total, the company allocated, according to the tender results, 197,952,000 NIS par value BONDS (Series 9). The total proceeds (gross) that the company will receive for the allocation of the BONDS (Series 9), to be allocated as stated, is 223,883,712 NIS.

The adjusted value of the BONDS (Series 9) as of April 27, 2026, is 118.21 agorot for every 1 NIS par value BONDS (Series 9).

Therefore, the BONDS (Series 9) were issued at a discount rate of approximately 4.33037%. The uniform weighted discount rate applicable to all BONDS (Series 9) following the issuance is 2.79401%.

Below are the results of the tender for the purchase of BONDS (Series 11) that took place on Monday, April 27, 2026:

In the tender for BONDS (Series 11), 57 requests were received for the purchase of 751,457 units (hereinafter: "Total demands for BONDS (Series 11)"), all of which were requests to purchase BONDS (Series 11) based on the early commitment of classified investors, as detailed in section 4 above.

It was determined in the tender that the price per unit of BONDS (Series 11) is a total of 1,076 NIS (hereinafter: "Closing price per unit (Series 11)").

A total of 751,457 units of BONDS (Series 11) were allocated in the tender as follows:

47 requests to purchase 655,457 units of BONDS (Series 11) (all submitted by classified investors) in which a price per unit higher than the closing price per unit (Series 11) was specified, were fully accepted.

10 requests to purchase 96,000 units of BONDS (Series 11) (all submitted by classified investors) in which a price per unit equal to the closing price per unit (Series 11) was specified, were fully accepted.

In total, the company allocated, according to the tender results, 751,457,000 NIS par value BONDS (Series 11). The total proceeds (gross) that the company will receive for the allocation of the BONDS (Series 11), to be allocated as stated, is 808,567,732 NIS.

The adjusted value of the BONDS (Series 11) as of April 27, 2026, is 116.74 agorot for every 1 NIS par value BONDS (Series 11).

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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.

Therefore, the BONDS (Series K) were issued at a discount rate of approximately 7.83745%. The uniform weighted discount rate applied to all BONDS (Series K) following the issuance is 5.02332%.

The company thanks the investing public for its response to the offer according to the shelf offering report.

Sincerely,

Mega Or Holdings Ltd.

By Tzahi Nahmias, Director and Co-CEO

and Haim Unfous, CFO

4/28/2026 | 6:36:18 AM