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OY Nofar Energy Ltd.

Prospectus Dec 7, 2025

6952_rns_2025-12-07_dd85c248-ff25-4dae-8bef-744b399abcb9.pdf

Prospectus

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O.Y. NOFAR ENERGY LTD

Company registration number: 514599943

To:

Israel Securities Authority (www.isa.gov.il)

Tel Aviv Stock Exchange Ltd. (www.tase.co.il)

Form number: T020 (Public)

Transmitted on MAGNA: 07/12/2025

Reference: 2025-01-097373

Supplementary Report to the report filed on 02/12/2025, reference number: 2025-01-095797

Main details added/completed:

Additional details were completed regarding the weighted discount rate for the BONDS (Series 4) and the redemption proceeds amount, in accordance with section 4.6.Y of the shelf offering report.

Notice of the Offeror Regarding the Results of the Prospectus Offer

According to Section 30 of the Securities Law, 1968, and the Securities Regulations (Notifications Regarding Results of Prospectus Offer), 1969

Regulation 30G of the Securities (Periodic and Immediate Reports) Regulations, 1970

  • Results of early commitments auction given in the prospectus (without offering the securities in the prospectus).
  • Results of offer in the prospectus.
  • Cancellation of the public offer.

Note: When reporting the results of a prospectus offer, early commitments given prior to publication of the prospectus should also be included.

The prospectus is:

Shelf prospectus of a reporting corporation

  1. Presented below are the results of the offer in the prospectus, reference number (T012): 2024-01-051456

Permission for its publication was given on: 19/05/2024

The period for submitting orders based on it ended on (for ATM program: date the program ended): _________

Was the offer conducted via shelf offering report or supplementary notice? Yes

Reference number for shelf offering report (T022) / supplementary notice (T024): 2025-01-093891

Attached are the results of the offer in the prospectus: [doh_meashlim._totsuot_hatzaat_rechash_halifin_isa.pdf](G:\Shared (pdf.isa_משפטי\דיווחים מיידים\2025\2025-12-07 - דוח משלים הצעת רכש חליפין\דוח_משלים_תוצאות_הצעת_רכש_חליפין\drives

2. a. Total securities offered in the prospectus:

Security
Type
Security
No.
Security Name Total
Quantity
Price* Interest
Rate
Discount
Rate
Weighted Discount
Rate
Debentures 1211416 Nofar Energy
BONDS 4'
357,494,995 109.75
NIS
6.69 0 0
Shares 1170877 Nofar MR 2,674,963 93.11 NIS

Price per 1 security

b. Completion of details for index products offered in the prospectus:

Canceled* Security No. Series Serial No. Name Security/Bourse Type Trustee Name Listing Date

Maximum of 35 records in table. If more need to be reported, split into multiple reports.

  • If a series is canceled, check the "Canceled" field.
  • In the "Series Serial No." field, enter up to 3 letters or digits describing the serial number.

3. Total securities by type and according to invitee type whose offer was accepted:

Securities for which proceeds are received in cash:

Issue Security Tender Invitee Total Quantity Price* Future Exercise Total Calculated Par
Type Type/No./Name No. Type Issued Price* Consideration Value

Price per 1 security

In case of listing for trading (including IPO)/release from lock-up/exchange offer/merger/dividend in kind:

Issue Type Security Type/No./Name Total
Quantity
Avg. closing price* / value
on day before exchange
Future
Exercise Price
Total Calculated
Consideration
Par Value Execution
Date**
Securities
Offered
Exchange
Offer
Debentures (1211416)/Nofar
Energy BONDS 4'
338,955,007 Not yet determined 0 338,955,007
NIS
Not yet
determined
Other
Exchange
Offer
Shares (1170877)/Nofar MR 2,536,237 Not yet determined 0 0 NIS Not yet
determined
Other

Notes:

  • *Average closing price of the security of the same type, during the first three days of trading after listing.
  • **For listing/trading/release/merger/dividend in kind: date is the trading date; for exchange offers: actual exchange date.
  • ***For exchange offers, report the securities exchanged (received). If the exchanged securities are not traded, report the securities offered.
  • The total calculated consideration is in accordance with Securities Regulations (Request Fee for Publishing a Prospectus), 1995. Calculation guide: Click here

If this is an exchange offer:

  • Cash consideration received in NIS: 0
  • Cash consideration paid in NIS: 0

Cash consideration received by the offeror for securities offered. Cash consideration paid by the offeror in the exchange offer.

4. Details of underwriters and distributors in the offering:

In the offering participated:

  • Underwriters
  • Distributors
  • None of these
# Type Name Co. ID Lead Underwriter Underwriter Distributor
1 Other Giza Singer Even Underwriting Ltd. 516685799
2 Other Orion Underwriting and Issuances Ltd. 515715225
3 Other Barak Leumi Underwriters Ltd. 513900944

Authorized signatories on behalf of the corporation:

# Name Position
1 Ofer Yanai CEO and Director
2 Nir Peleg CFO

Explanation: As per Regulation 5 of the Securities (Periodic and Immediate Reports) Regulations (1970), a report filed pursuant to these regulations will be signed by those authorized to sign on behalf of the corporation. Staff position (Hebrew): Click here

Previous reference numbers of related documents (reference does not constitute incorporation by reference):

Securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Short name: Nofar Energy

Address: 1 HaTachana, Kfar Saba, 4453001

Phone: 09-3750003 Fax: 08-3750061 Email: [email protected] Company website: www.nofar-energy.com

Electronic signatory name: Yanai Ofer Yosef

Position: Acting CEO and Director

Address: 1 HaTachana, Kfar Saba, 4453001

Phone: 09-3750003 Fax: 08-3750061

Email: [email protected]

Form structure update date: 06/08/2024

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