Melisron Ltd.

M&A Activity • Sep 29, 2025

September 29, 2025

To:

Israel Securities Authority Via MAGNA

TEL AVIV STOCK EXCHANGE LTD Via MAGNA

Dear Sir/Madam,

Re: MELISRON LTD. (the "Company") – Signing of an Agreement to Acquire Rights in the "Gold Mall" in Rishon LeZion –

Continued

Further to the immediate report of the Company dated September 25, 2025[¹⁰¹] regarding an agreement signed between it and companies from the Migdal Insurance Group (the "Agreement"), according to which, subject to the fulfillment of a suspensive condition of obtaining the approval of the Competition Authority (the "Suspensive Condition"), the Company will acquire from the Migdal Insurance Group and/or from other owners in the real estate (the "Sellers[¹⁰²]") between 51% and 70% of the ownership rights in the real estate in which the "Gold Mall" in Rishon LeZion is located[¹⁰³] (the "Real Estate" and the "Mall", respectively) (so that after completion of the transaction, the Mall will be held by the Company and by companies from the Migdal Group), and in addition, the Company will hold all management rights and obligations of the Mall, here are additional details about the Mall:

The Gold Mall, located on Sakharov Street in Rishon LeZion (Block number 607, parcels 205 and 243), is one of the oldest and most well-known malls in Israel, built on an area of approximately 26.8 dunams, with a total built area of approximately 88,000 sqm and a built rentable area above ground of approximately 34,700 sqm.

According to information provided to the Company:

• (1) The NOI of the Mall for 2024 amounted to approximately NIS 103 million;
• (2) The occupancy rate in the Mall as of the end of 2024 is approximately 85%, with about 400 tenants in the Mall;
• (3) The main characteristics of the existing lease agreements in the Mall are as customary in other malls and mainly include fixed rent per sqm or a percentage of the tenant's turnover, or the higher of fixed rent per sqm or a percentage of the tenant's turnover. In addition, most of the lease agreements are linked to the Consumer Price Index.[¹⁰⁴]

As of this date, in the Company's estimation, it is expected to finance the acquisition from its own sources or by issuing bonds.

In the Company's estimation, investments in the Mall will be required in a scope that is not material to the Company.

It should be emphasized that the completion of the transaction is subject to the fulfillment of the Suspensive Condition as mentioned above (approval of the Competition Commissioner), which as of this date has not yet been received. It should also be noted that the final scope of the rights to be acquired by the Company as part of the transaction, as well as the timing and terms of acquisition of some of the rights and the consideration, are not final, and depend, among other things, on arrangements with third parties and the timing of the exercise of the option granted to the Company and/or the alternative mechanism to the option. In addition, the Company's assessments regarding the method of financing the acquisition also constitute forward-looking information, as defined in the Securities Law, 1968, and there is no certainty regarding their realization as described. Therefore, as of this date, there is no certainty whether the transaction subject to the Agreement will be completed, nor is there certainty regarding the final scope of the transaction, the timing of the acquisition of the rights within it, and its final terms. For details regarding risk factors affecting the Company's operations, see section 30 in chapter A (Description of the Corporation's Business) in the Company's periodic report for 2024.[¹⁰⁵]

Respectfully,

MELISRON LTD.

Signed by:

Mr. Oren Hillinger, CFO, and Ms. Inbal Zakai-Horev, Head of Company Staff and Company Secretary

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FOOTNOTE:

¹⁰¹ Reference No.: 2025-01-071959, hereby incorporated by reference.

¹⁰² It should be noted that, according to information provided to the Company, as of June 30, 2025, the Migdal Insurance Group is a related party to the Company.

¹⁰³ Except for rights in stores owned by private parties, totaling approximately 3,300 sqm, out of a total of approximately 34,700 sqm above ground built for rent.

¹⁰⁴ It is clarified that these are data (NOI, tenants and occupancy rate, and main characteristics of lease agreements) as received from the seller (Migdal Group).

¹⁰⁵ As published on March 11, 2025 (Reference No.: 2025-01-016144), hereby incorporated by reference.