Mega Or Holdings Ltd. — Interim / Quarterly Report 2026

May 20, 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.

MEGA OR HOLDINGS LTD
MEGA OR HOLDINGS LTD
Number in the Registrar: 513257873

To: Israel Securities Authority
www.isa.gov.il

To: Tel-Aviv Stock Exchange Ltd.
www.tase.co.il

T930 (Public)
www.tase.co.il

Transmitted by MAGNA: 20/05/2026
Reference: 2026-01-046659

Report on the financial position

Is this a report which is a Periodic report/Quarterly report of an insurer corporation? No

Explanation: As of the financial statements for the first quarter of 2017, a corporation which is an insurer (that is, it reported in the past within Form T932) will report within this form and will mark "Yes" in this field; the other corporations may move on to the following sections.

☐ Periodic report pursuant to Chapter 8 of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
☐ Quarterly report pursuant to Chapter D of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970
☐ Semi-annual report pursuant to Regulation 5D of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970

Small corporation

During the reporting period the corporation meets the definition of a "small corporation" No

Explanation: According to the definition of "small corporation" as stated in Regulation 5G of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

(1) On the determining date the following conditions are met in the corporation: ____

(2) The corporation chose to implement the reliefs in the following matters:

☐ Reporting in a semi-annual format
☐ Attaching highly material valuation reports
☐ Attaching financial statements of an equity-accounted investee
☐ Reporting regarding the effectiveness of internal control
☐ The corporation did not adopt any relief

I Periodic report

1. Attached herewith is a Periodic report for the year _ which was signed on _.
2. Date of the meeting - to the extent that a shareholders' meeting was convened at which the financial statements will be presented: ____.
3. Details of the signatories of the Periodic report:

Name of signatory	Position of signatory

II Financial statements

1. The following is attached:

☐ Periodic report for the year ____
☐ Quarterly report for the period ended on 31/03/2026.

Which was signed on 19/05/2026.

Do the attached financial statements include correction of an error by way of restatement of comparative figures as "a restatement due to an immaterial adjustment of comparative numbers": No

Do the attached financial statements include correction of a material error by way of "restatement" of comparative figures: No

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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. Attached herewith is the independent auditor's review report

Date of signature by the independent auditor on the opinion/review: 19/05/2026.

1. Name of the firm of the independent auditor

1 Kost, Forer, Gabbay & Kasierer, Accountants

Name of the independent auditor signing the opinion:

License number of the independent auditor:

1. A. The opinion is unqualified

B. The review report is unqualified Yes

C. There is an emphasis of matter in the financial statements No

Emphasis of matter

Quotation of the wording of the emphasis of matter:

D. Type of modification or addition to the standard wording:

Explanation: If "No" was marked in section 7(A) or 7(B), one of the following fields must be marked.

Qualification
Adverse opinion
Disclaimer of opinion

Quotation of the paragraphs which are not required in the standard wording:

Explanation: If the auditors' opinion or the review report is not in the standard wording or includes additions to the standard wording, specify the change and present from the auditors' opinion or review report additional paragraphs which are not required in the standard wording (emphasis of matter, qualification etc.).

1. Date of approval of the financial statements: 19/05/2026

2. Details of the signatories of the financial statements:

Name of signatory	Position of signatory
Haim Onplus	Chief Financial Officer
Tzachi Nachmias	Other Director and Co-CEO
Amit Berger	Chairman of the Board of Directors

1. Details of material equity-accounted investees whose financial statements are attached:

1 Name of company

Do the attached financial statements include correction of an error by way of restatement of comparative figures as "a restatement due to an immaterial adjustment of comparative numbers": _____

Do the attached financial statements include correction of a material error by way of "restatement" of comparative figures: _____

1. Details of guarantor companies whose financial statements are attached:

1 Name of company

Do the attached financial statements include correction of an error by way of restatement of comparative figures as "a restatement due to an immaterial adjustment of comparative numbers": _____

Do the attached financial statements include correction of a material error by way of "restatement" of comparative figures: _____

1. Did the corporation make early implementation of an accounting standard No

Explanation: If "Yes" was chosen, please specify which accounting standard it refers to

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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.

III Board of Directors' report - presentation

1. A. Attached herewith is the Board of Directors' report that was signed on 19/05/2026.

B. Details of the signatories of the Board of Directors' report:

Name of signatory	Position of signatory
Amit Berger	Chairman of the Board of Directors
Tzachi Nachmias	Other	Director and Co-CEO

C. Does the corporation have obligations that require disclosure pursuant to Regulations 9D and 38E of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970: Yes

Regarding how to complete this section and the exemption granted to companies from parallel reporting of Form 126, see Q&A No. 105.37 at the following link: Link

D. Does the company publish separate financial statements ("solo" statements):

Yes
No

(1). Cash and cash equivalents, securities held for trading and short-term deposits based on data from the company's separate financial statements ("solo" statements) (in thousands of NIS): 920,070
(2). Cash and cash equivalents, securities held for trading and short-term deposits based on data from the company's consolidated financial statements (in thousands of NIS): 1,354,825

Explanation: The data will include only balances that are not pledged.

E. Disclosure regarding projected cash flow pursuant to Regulation 10(b)(14)(a) of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970 (Note: This subsection is not relevant to an insurer corporation):

1. Has the corporation issued debentures that are held by the public at the date of signing the report? Yes
2. Do one or more of the warning signs determined in the Regulation apply to the company? No

3a. All the warning signs that apply to the company must be marked:

Deficit in equity.
Emphasis of matter referring to the financial situation of the company, excluding an emphasis of matter regarding significant doubts as to the continuation of the company's operation as a going concern.
Deficit in working capital or in working capital for a period of twelve months together with a negative ongoing cash flow from operating activities (in the consolidated statements and also in the separate financial statements pursuant to Regulation 9G or Regulation 38D as the case may be).
Deficit in working capital or in working capital for a period of twelve months or a negative ongoing cash flow from operating activities, and the company's Board of Directors did not determine that this does not indicate a liquidity problem in the company.
Emphasis of matter regarding significant doubts as to the company's continued operation as a going concern.

3b. One or more of the following options must be completed according to the consolidated financial statements:

The company has a deficit in working capital or in working capital for a period of twelve months.
The company has a negative ongoing cash flow from operating activities.
The company does not have a deficit in working capital or in working capital for a period of twelve months and does not have a negative ongoing cash flow from operating activities.

3c. One or more of the following options must be completed according to separate financial information (Regulation 9G or 38D as the case may be):

The company has a deficit in working capital or in working capital for a period of twelve months.
The company has a negative ongoing cash flow from operating activities.
The company does not have a deficit in working capital or in working capital for a period of twelve months and does not have a negative ongoing cash flow from operating activities.
The company is not required to publish separate financial information pursuant to Regulation 9G or 38D as the case may be.

1. The section relevant to the company must be marked:

The company included in the Board of Directors' report disclosure regarding projected cash flows due to the existence of a warning sign.

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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.

At the end of one of the periods included in the disclosure regarding projected cash flows, is a negative cash balance expected?

The company's Board of Directors determined that the existence of a deficit in working capital or deficit in working capital for a period of twelve months or a negative ongoing cash flow from operating activities does not indicate a liquidity problem in the company.

F. Compliance with financial covenants regarding debentures:

1. Does the corporation comply with all financial covenants determined in the trust deeds? Yes
2. Does non-compliance with the financial covenants give rise to grounds for immediate repayment of the debentures?

G. Details regarding the corporation's independent auditor:

1 Total fees paid to the independent auditor __ for:
Audit services __
Non-audit services __

Note: The total fees paid to the auditor for audit services, services related to the audit, including tax services related to the audit.

Details regarding the independent auditor of material consolidated entities:

The data must be entered separately for each accounting firm.

1 Total fees paid to the independent auditor __ of material consolidated entities of the corporation for:
Audit services __
Non-audit services __

ISOX IV Report on internal control

1. Is the company exempt from implementing internal control? No

Explanation: If "Yes" was chosen, please specify the reason for the exemption from implementing internal control

A. A management report on internal control, in the wording prescribed in the Regulations, updated to the date of the statements, was attached (according to the Ninth Schedule - Periodic report - Regulation 9B; Quarterly report - Regulation 38(c) Yes
If it is not in the wording prescribed in the Regulations, specify the content of the change
B. The internal control at the date of this report was found to be: Effective
C. Has the conclusion of the Board of Directors regarding the effectiveness of control changed from the last report filed (that is, from effective control to ineffective and vice versa)? No

D. Management statements

1. Has the CEO's statement been attached in the standard wording prescribed in the Regulations (Periodic report - Regulation 9B(d)(1); Quarterly report pursuant to Regulation 38G(d)(1)) with emphasis on Sections 1, 4(a) and 5(a)? Yes
2. Has the statement of the senior officer in the finance field been attached, in the standard wording prescribed in the Regulations - Annual report 9B(d)(2); Quarterly report Regulation 38G(d)(2)? Yes
3. Has the wording in Section 4 of the management statements been adapted according to what is prescribed in the Regulations - Annual report 9B(d)(1)(2); Quarterly report pursuant to Regulation 38G(d)(1)(2), a case where there is a financial statements committee that is not an audit committee? Yes
4. Are the management statements signed as required (name of the officer and his date of signature being as of the date of signing the statements)? Yes

V Attached files

1. A. Periodic report in IXBRL format: ____

Regarding attaching Periodic reports in iXBRL format see the ISA staff position here

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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.

Periodic report in PDF format: דוח 2026-ד'שנת 1-לשנת 2026 isa.pdf The quarterly report

B. The following is the file of the highly material valuation reports whose attachment is required pursuant to Regulation 8B or Regulation 49 of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970, as applicable 310326. ביג, קרית, שמונה, חתום, 610326

C. _ Explanation for the information attached in the file: _

Are the attached PDF files in a textual format that allows searching? Yes

Do the financial statements include all comparison periods required pursuant to accounting principles and the Securities Regulations? Yes

VI Financial data (excluding earnings per share) in: Thousands of ILS (Israel, New Shekels)

Representative exchange rate of the reporting currency against the NIS at the end of the reporting period: _

1. Data from the consolidated statement of financial position

The amounts of assets and liabilities shall be recorded as a positive amount, that is, with a "+" sign, while amounts appearing in the company's statements in parentheses (for example, deficit in equity) shall be recorded as a negative amount, that is, with a "-" sign.

Assets

1. Total current assets	1,735,430
2. Total non-current assets	10,045,327
3. Total assets	11,780,757
Liabilities
4. Total current liabilities	2,060,763
5. Total non-current liabilities	4,483,945
6. Total liabilities	6,544,708
Equity
7. Total equity attributable to owners of the parent company	5,138,688
8. Non-controlling interests	97,361
9. Total equity	5,236,049
10. Total equity and liabilities	11,780,757

1. The presentation method of the statement of profit or loss is:

☐ Presentation by function of expense
☐ Presentation by nature of expense

1. Data from the consolidated statement of profit or loss: For the period of three months ended on the balance sheet date

In quarterly statements the data in the statement of profit and loss for the period of 3 months and not for the cumulative period should be completed. In a semi-annual report, the data in the statement of profit and loss for the period of six months should be completed. Negative totals (such as loss from ordinary operations) shall be recorded as a negative amount, that is, with a "-" sign. If the item does not appear in the company's financial statements, the appropriate checkbox must be selected.

1. Revenue 98,262
2. Gross profit ☐ Not applicable 92,116
3. Profit (loss) from operating activities ☐ Not applicable 912,579
4. Profit (loss) before tax 894,895
5. Profit (loss) 690,647
6. Profit (loss) attributable to:
   6.1 Profit (loss) attributable to owners of the parent company 689,449
   6.2 Profit (loss) attributable to non-controlling interests 1,198

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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.

7. Earnings per share

7.1 Total basic earnings (loss) per share 18.57
7.2 Total diluted earnings (loss) per share 18.52

8. Total comprehensive income

8.1. Comprehensive income attributable to owners of the parent company 688,995
8.2. Comprehensive income attributable to non-controlling interests 1,198

1. Data from the statement of cash flows: For the period of three months ended on the balance sheet date

Cash flows used for activities will be recorded as a negative amount, that is, with a "-" sign

(1) Net cash flows provided by (used in) operating activities 284,975
(2) Net cash flows provided by (used in) investing activities -457,959
(3) Net cash flows provided by (used in) financing activities 299,151
(4) Effect of exchange rate changes of foreign currency on cash and cash equivalents 0
(5) Additional effects not reflected in Sections 1-4 above 0

Increase (decrease), net in cash and cash equivalents in the period 126,167

Balance of cash and cash equivalents at beginning of period 1,098,205

Balance of cash and cash equivalents at end of period 1,224,372

1. A. As of the date of the financial statements is the company a shell company as defined in the TASE Regulations?
   No

B. As of the date of publication of the financial statements is the company a shell company as defined in the TASE Regulations?

We hereby declare that we have completed the form in accordance with the data in the full financial statements.

Details of the authorized signatories to sign on behalf of the corporation:

	Name of signatory	Position
1	Tzachi Nachmias	Other Co-CEO and Director
2	Haim Onplus	Chief Financial Officer

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (5730 - 1970), a report filed pursuant to these Regulations shall be signed by those authorized to sign on behalf of the corporation. The ISA staff position on this matter can be found on the Authority's website: Click here.

Reference numbers of previous documents on the subject (the reference does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the Tel-Aviv Stock Exchange

Date of last update of the form structure: 09/12/2025

Short name: Mega Or

Address: Mega Or House--, Shilat Moshav73188 Telephone: 08-9744880, Fax: 08-9744898

E-mail: megaor@megaor.co.il

Previous names of the reporting entity:

Name of electronic reporter: Rosenberg Maayan AdiPosition: Adv., Company SecretaryName of employing company:

Address: Shilat Industrial Zone 117, Shilat7318800Telephone: 08-9744880Fax: 08-9744898E-mail: adi@megaor.co.il