Y.D. More Investments Ltd.

M&A Activity • Dec 3, 2025

July 12, 2025

Y.D. Mor Investments Ltd. (the Company)

To:	To:
Israel Securities Authority www.isa.gov.il	Tel Aviv Stock Exchange Ltd. www.tase.co.il

Re: Immediate report regarding the signing of an agreement for the acquisition of control in the company Tekland and entry into a new eld of non-bank credit activity, alongside negotiations for acquiring holdings in another company

Y.D. Mor Investments Ltd. (hereinafter: the company or Mor) is honored to announce that on July 11, 2025, an agreement was signed for the acquisition of control in Tekland Financing Technologies Ltd. (hereinafter: Tekland), a private company incorporated in Israel, holding an extended license for providing credit according to the Supervision of Financial Services Law (Institutional Financial Services), 2016 (hereinafter: the transaction or the acquisition transaction), which is held and managed by Mr. Ra Gamish. The transaction also includes arrangements for managing Tekland and joint holding between the company, Tekland and Mr. Ra Gamish after the acquisition of control in Tekland by the company. The main points of the transaction are detailed as follows:

1. According to the acquisition transaction, in return for an investment of NIS 10 million, shares will be allocated to the company granting it 56% of Tekland's issued and paid-up share capital (excluding dormant shares) immediately following the completion date, and a perpetual convertible note in the aforementioned amount will be issued to the company. It should be noted that the method of nancing for the acquisition will be from the company's own equity.

2. The company undertook to provide additional nancing for the ongoing activity according to the company's needs in an additional amount of up to NIS 5 million against the issuance of a perpetual convertible note to the company in this amount.

3. 1. In order to enable Tekland to obtain credit from nancing sources for nancing the provision of credit in the framework of Tekland's credit-granting activity, the company will provide collateral in favor of Tekland, either by way of a guarantee of the company (without consideration) and/or a loan by the company, where such collateral will be limited to an aggregate amount of up to NIS 50 million (hereinafter collectively: the collateral). The collateral will remain in force for 15 years, or as long as the company is a shareholder of Tekland, whichever comes rst, and commercial terms were set with respect to the provision of such collateral.
4. According to the transaction, the board of directors of Tekland shall be entitled to decide on the allocation of blocked shares of up to 9% of Tekland's issued share capital (including to those who are ocers in the company and in Tekland, subject to lawful approvals), as well as the allocation of warrants to Tekland employees of up to 5% of Tekland's issued share capital, all according to a plan that will meet the conditions of Section 102 of the Income Tax Ordinance.
5. 1. Mr. Ra Gamish will serve as an active ocer in Tekland for a period of at least 3 years.

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4.

2024-06-15

6.

The agreement includes a requirement for a special majority (that is, the support of Mr. Ra Gamish or directors on his behalf will also be required) for certain decisions, including specic business decisions in Techland, where for some of them such a special majority will be required as stated, under conditions that have been set, such as as long as Mr. Ra Gamish is CEO of the company.

7.

The agreement includes standard mechanisms among shareholders such as a restriction on selling shares for a set period, right of rst refusal, right of co-sale, pre-emptive right, and also a separation mechanism, which enters into effect after 24 months from the completion date of the transaction. According to this mechanism, any of the parties can activate the separation mechanism, where the other party will choose between a proposal and resolution mechanism (BMBY) or a bidding mechanism, for the purchase of all of one side's holdings by the other.

8.

Completion of the transaction is subject to standard precedent conditions, including obtaining a control permit in Techland for the controlling shareholders of the company from the Capital Market, Insurance and Savings Authority, and modication of the control permit of Mr. Ra Gamish if required.

Details regarding the acquired company:

9.

Techland was incorporated and registered at the Israeli Registrar of Companies as a private company on December 7, 2021. In December 2022, Techland received an expanded credit license from the Capital Market, Insurance and Savings Authority to engage in any activity of providing credit as dened in Section 11A of the Control of Financial Services Law (Regulated Financial Services), 2016. This license allows it, among other things, to operate immediately in all existing credit markets in Israel. Techland has not yet commenced signicant business activity.

Accordingly, the company believes that, as of this date, the holdings acquired in Techland do not constitute a material asset as dened in Regulation 36 of the Securities Regulations (Periodic and Immediate Reports), 1970. Nonetheless, for the sake of caution, below are nancial data regarding Techland.

10.

Techland has developed a technological platform that enables underwriting and the provision of credit to businesses in Israel within a short time.

11.

Techland reports according to International Financial Reporting Standards (IFRS) in the preparation of its nancial reports. Below are key nancial data of Techland from its nancial reports for 2023 as well as unaudited or unreviewed data from its draft report as of June 30, 2024:

2024-06-30

Prot and Loss Data:

	For the year ended 31.12.2023 (NIS)	For the six-month period ended 30.06.2024 (NIS) (The data is unaudited or unreviewed)
Income	-	2,999,600*
Operating Prot (Loss)	(615,957)	2,464,609
Finance Expenses	(344,146)	539,977
Prot (Loss) for the Period	(960,103)	3,004,586

^* It is claried that the income in the rst half of 2024 relates to a one-time income resulting from the forgiveness of a loan granted to the company by a credit card company, and not from the company's operating income. As part of this, among other things, a capital note in the amount of NIS 3 million was issued to that credit card company, which bears no interest, and will be repaid through a payment of 15% of any distribution made by Teklend.

It is further claried that as of the date of this report, the company does not possess nancial statements of Teklend for the whole of 2024. Likewise, it does not have said nancial data for the entirety of 2024 (including unaudited or unreviewed data).

The Company's Plans Regarding the Acquired Company:

12.

The company sees Teklend as a strategic platform for establishing business activity in the eld of non-bank credit for the business sector, subject to its extended credit license.

13.

Entry into the non-bank credit sector is a result of the company's strategy to expand its areas of activity, including into activities uncorrelated to the capital market.

14.

The company intends to operate through Teklend to develop Teklend's activities as an independent nancing entity, including allocating resources for the recruitment of a professional management team, establishing operational infrastructure, formulating credit and risk management policies, and creating diverse funding sources, including through bank credit lines.

15.

The company anticipates that Teklend will begin granting credit to business clients, including mezzanine loans in the real estate sector, in the rst stage already during the coming year, in accordance with the strategy to be approved by Teklend's board of directors.

16.

The company estimates that the synergy of Teklend's operations and the leveraging of the company's advantages of scale and existing professional knowledge will provide signicant added value to both companies.

Tax Liabilities or Levies Resulting from the Acquisition:

17.

According to the investment agreement and the accompanying documents, no tax liabilities or levies are expected to be imposed on the company (Mor) as a result of the acquisition transaction. This is because it involves an allocation of shares by Teklend in exchange for the investment, as well as the issuance of capital notes, which do not constitute a sale or transfer of existing securities. However, there may be future tax

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.

implications regarding the allocation of shares to ocers and options to employees, which will apply to the recipients in accordance with the provisions of Section 102 of the Income Tax Ordinance.

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2024-06-10

Another Possible Transaction to Acquire Holdings in the Company Controlled by Mr. Ra Gamish:

18.

Additionally, for the sake of caution, the company updates that it is in discussions regarding an investment in Shekel – Quiet Economic Ltd. (hereinafter: Shekel), which is wholly owned by Mr. Ra Gamish, whereby the company is expected to invest in Shekel approximately NIS 10 million in exchange for acquiring 50% of its share capital and voting rights, so that the ownership rights of the company and Mr. Gamish in Shekel will be equal. Shekel is a technology company engaged in credit aggregator activities and also operates a digital mortgage advisor. The Shekel transaction is still subject to the completion of due diligence and the signing of a binding agreement. The company believes that, as of this date, the holdings acquired in Shekel do not constitute a material asset as dened in Regulation 36 of the Securities Regulations (Periodic and Immediate Reports), 1970.

Respectfully,

Y.D. Mor Investments Ltd.

Signed by: Meir Gridish, Chairman of the Board

Eli Levy, Joint CEO and Director

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12/3/2025 | 5:28:20 PM