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OY Nofar Energy Ltd.

M&A Activity Dec 2, 2025

6952_rns_2025-12-02_e91cb43a-4edf-4e2d-b720-0bb67b7c3c01.pdf

M&A Activity

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December 2, 2025

A.Y. Nofar Energy Ltd.

(the Company)

To:Israel Securities Authoritywww.magna.isa.gov.il To:Tel-Aviv Stock Exchange Ltd.www.maya.tase.co.il Via the Magna System

Dear Sir/Madam,

Subject: Results of Offering According to Shelf Offering Report (Serving Also as Exchange Tender Offer Specication) by way of Exchange Tender Offer

Pursuant to Section 30 of the Securities Law, 1968, the Securities Regulations (Tender Offer), 2000, and Securities Regulations (Notice of Results of the Offer as per Prospectus), 1969, the Company hereby announces the results of the offering according to the Company's shelf offering report (also serving as exchange tender offer specication) by way of exchange tender offer dated November 18, 2025, as completed on November 27, 2025 (Reference Nos.: 2025-01-088683 and 2025-01-093891, respectively) (the "Offer Report"), all according to the Company's shelf prospectus published on May 19, 2024, dated May 20, 2024 (Reference No.: 2024-01-051456). Within the framework of the Offer Report, the Company offered as follows:

To all holders of convertible bonds (Series 2) of the Company (BONDS (Series 2)) – to purchase from them an amount of up to 499,993,000 NIS par value BONDS (Series 2) of the Company held by them (an amount constituting 100% of the total par value of BONDS (Series 2) in circulation), by way of an exchange tender offer, in exchange for a package including up to 2,674,963 ordinary shares of the Company of no nominal value (ordinary shares) as well as up to 357,494,995 NIS par value BONDS (Series 4) of the Company (BONDS (Series 4)) by way of expansion of the series.

Results of the Offer:

The Company received acceptance notications for 474,062,946 NIS par value BONDS (Series 2). Accordingly, a total of 2,536,237 ordinary shares and 338,955,007 NIS par value BONDS (Series 4) of the Company will be allotted in the context of the tender offer in accordance with the Offer Report.

Consideration for the Offering:

The gross consideration to be received by the Company in respect of the tender offer in accordance with the Offer Report totals 474,062,946 NIS par value BONDS (Series 2). The Company will act to delist from trading the BONDS (Series 2) that were acquired by it.

Additional Details:

Further to the provisions of the Offer Report, the Company will publish in an immediate report, no later than the end of the rst trading day after the actual exchange date, the value and average closing prices of the BONDS (Series 4) in the three trading days preceding the actual exchange date, the amount of the consideration on redemption, as well as the discount rate at which the BONDS (Series 4) were issued and the weighted discount rate to apply to Series 21, if issued at a discount.

The Company thanks the holders of BONDS (Series 2) who responded to the offer.

Sincerely,

A.Y. Nofar Energy Ltd.

By: Ofer Yanai, CEO, and Nir Peleg, CFO

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