OY Nofar Energy Ltd. — M&A Activity 2026

Mar 30, 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. .

O.Y. Nofar Energy Ltd. ("the Company")

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

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

March 30, 2026

Dear Sir/Madam,

Re: Update - Separation Process in Alumini Luzon

Further to the Company's immediate reports dated March 13, 2026¹, March 16, 2025² and March 25, 2026³ regarding the separation process in Alumini Luzon Energy Infrastructures Ltd. ("Alumini Luzon"), a company held indirectly by the Company through Alumini Capital Ltd.⁴ ("Alumini Capital"), the Company is honored to update as follows:

On March 27, 2026, the separation process took place, in which Judge (Ret.) Hila Gerstel served as the arbitrator ("Separation Process"). At the conclusion of the separation process, Amos Luzon Entrepreneurship and Energy Group Ltd. ("Luzon Group") committed to purchase the Alumini Luzon shares held indirectly by Alumini Capital, based on a value for Dorad Energy Ltd. ("Dorad") of NIS 4.4 billion. Alumini Luzon holds approximately 33.75% of the share capital of Dorad, and the price for the Alumini Luzon shares held indirectly by Alumini Capital (based on Dorad's value as well as additional assets and liabilities of Alumini Luzon) is expected to reach a gross amount of approximately NIS 742.5 million (approximately NIS 560 million after deduction of half of Alumini Luzon's liabilities).

In addition, as part of the separation process, each of the parties deposited a bank guarantee or cash in the amount of NIS 72 million into a trust account.

As part of the separation process, a share purchase agreement was signed between the parties. The completion of the transaction is subject to the fulfillment of customary suspensive conditions. Luzon Group has a period of seven and a half months to complete all the suspensive conditions. Within two business days of the fulfillment of the suspensive conditions (as required), Luzon Group will be required to complete the transaction and pay the full transaction consideration.

To the extent that the Luzon Group does not complete the purchase within the said period (except due to the non-fulfillment of a suspensive condition, the non-fulfillment of which is not the result of a breach or frustration by the Luzon Group), or if one of the parties materially breaches obligations or frustrates the fulfillment of a suspensive condition, which are not remedied within 14 days, the non-breaching party shall be entitled to receive the amount deposited in trust as agreed compensation and shall also be entitled to purchase the Alumini Luzon Energy shares held by the breaching party, according to a value for Dorad of NIS 3.5 billion, all in accordance with the terms of the agreement. As long as

¹ Reference No.: 2026-01-022409.
² Reference No.: 2026-01-022997.
³ Reference No.: 2026-01-026989.
⁴ As of the report's publication date, the Company holds approximately 45.85% of the share capital of Alumini Capital Ltd. ("Alumini Capital"). For details regarding the transaction for the acquisition of

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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.

control in Alumini Capital, see the immediate report dated December 16, 2025 (Reference No.: 2025-01-100448) and March 4, 2026 (Reference No.: 2026-01-019801).

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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. .

That the Luzon Group will not complete the acquisition within the said period due to the non-fulfillment of a condition precedent (not as a result of a breach or frustration by the Luzon Group), Alumay shall be entitled to purchase the Alumay Luzon Energy shares held by the Luzon Group based on a value for Dorad of NIS 4.4 billion, all in accordance with the terms of the agreement.

The information detailed in this report regarding the scope of the transaction, timing and completion of the transaction, fulfillment or waiver of the conditions precedent, as well as the implications of the agreement and completion of the transaction on Alumay Capital and Alumay Luzon, constitutes forward-looking information as defined in the Securities Law, 5728 - 1968 based on the information, estimates, and plans of the Company as of this date. These estimates and plans may not materialize, or may materialize partially, due to many variables that are not under the Company's exclusive control, including economic-business, regulatory, and environmental variables, changes in the transaction circumstances, non-fulfillment of conditions precedent or delay in their fulfillment, disputes between the parties, changes in the value of Alumay Luzon's assets/liabilities, which may be materially different from the above, as well as general risk factors characterizing the Company's activities as detailed in Section 4.14 of Chapter A of the Periodic report of the Company for 2025, the information of which is included in this report by way of reference. Accordingly, the information provided in this report may not materialize and/or may materialize in a materially different way than anticipated by the Company. The Company does not undertake to update or change this forward-looking information, except as required by law.

Sincerely,

O.Y. Nofar Energy Ltd.

By: Ofer Yannay, CEO and Director

3/30/2026 | 5:42:33 AM