Meshek Energy Renewable Energies Ltd. — M&A Activity 2026

Jan 20, 2026

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January 20, 2026

Meshak Energy - Renewable Energies Ltd. (the Company)

To: To:

Israel Securities Authority Tel Aviv Stock Exchange Ltd.

www.magna.isa.gov.il maya.tase.co.il

Subject: Entry into a Memorandum of Understanding with Phoenix Group Entities

The Company is pleased to announce that on January 19, 2026, the Company and Mashkim & Partners, Limited Partnership (Mashkim & Partners),¹ entered into a non-binding Memorandum of Understanding with corporations from the Phoenix Financials Ltd. Group (Phoenix or Phoenix entities), to advance a transaction framework for the sale of holdings in a portfolio of photovoltaic projects to the Phoenix entities (the transaction and/or the MoU). As part of the transaction, a dedicated holding partnership will be incorporated (the Holding Partnership) into which Mashkim & Partners' holdings in a portfolio of commercially operating projects, with a total capacity of 117 MW (the Transferred Projects), will be transferred by a tax-exempt transfer pursuant to Section 104A of the Income Tax Ordinance. The Phoenix entities will acquire, either themselves or through others, only 49% of the limited partners' rights in the Holding Partnership, against consideration to be determined based on a baseline value for the Holding Partnership (after the transfer of the Transferred Projects) of approximately NIS 600 million up to NIS 700 million (subject to adjustments and additional payments set out below, hereinafter: the Baseline Partnership Value).

The transaction will be carried out in two stages, as detailed below. In the rst stage, two Phoenix entities will purchase a total of 20% of the limited partnership rights in the Holding Partnership, for consideration reecting 20% of the Baseline Partnership Value; and in the second stage (subject to completion of the rst stage), by December 31, 2026, an additional 29% of the limited partnership rights in the Holding Partnership will be purchased, for consideration reecting 29% of the Baseline Partnership Value. The transaction will also include renancing and repayment of a proportional part (pro-rata) of the shareholders' loans provided to the corporations holding the projects.

Additionally, the Phoenix entities may pay further consideration, if responses from some parties are received that will enable the establishment of storage projects with at least 150 MWh capacity in all or part of the Transferred Projects. Likewise,

The Phoenix entities may pay additional consideration if the second stage of the transaction is not completed.

The MoU includes an exclusivity period of 90 days from the date of its signing, automatically extendable for additional periods of 30 days each as long as active negotiations continue between the parties. Signing of the detailed agreements is conditional, among other things, upon approval by the competent organs of the parties to the transaction and completion of the transaction (if executed), subject, among other items, to execution of binding agreements and fulllment of customary suspensive conditions, including regulatory and third party approvals, as required.

¹ A corporation wholly owned and controlled (directly or indirectly) by the company.

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2024-06-05

It should be claried that as of the date of this immediate report, there is no certainty that the memorandum of understanding will be perfected into a binding set of agreements and that all the conditions for completing the transaction that may be formulated under it will be fullled.

Respectfully,

Meshak Energy - Renewable Energies Ltd.

Signed by:

Avner Arad, CEO of the company

Galit Bik, VP Legal Affairs

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1/20/2026 | 6:04:06 AM