Opc Energy Ltd. — M&A Activity 2026

Mar 3, 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. .

OPC Energy Ltd.

("the Company")

March 3, 2026

To

Israel Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

Subject: CPV Group - Transaction for the acquisition of the remaining interests in Maryland in exchange for the sale of interests in Three Rivers and a non-binding memorandum of understanding for a potential transaction

Further to the provisions of Section 10(b)(2) of the Company's Board of Directors' Report for the third quarter of 2025 (as published on November 19, 2025, Ref No: 2025-01-088837), regarding advanced negotiations to perform an exchange transaction with the remaining partner (25%) in the Maryland power plant ("the Partner" and "Maryland", respectively), the Company hereby updates that on March 2, 2026, CPV Group LP (approximately 70% held; "CPV Group") entered into an agreement with the Partner to perform the transaction, within the framework of which, in consideration for the Partner's holdings in Maryland (25%), CPV Group will transfer to the Partner its rights in the Three Rivers power plant (10%) and an immaterial cash amount (hereinafter: the "Transaction").

The Transaction includes customary conditions for transactions of this type, considering that CPV Group already holds the remaining interests in Maryland, and including customary closing conditions such as regulatory approvals and transition arrangements for asset management services. Completion of the Transaction (to the extent completed) is expected to take place during the second quarter of 2026, subject to the fulfillment of the closing conditions.

Subject to the completion of the Transaction and its completion date (to the extent completed), CPV Group is expected to hold all (100%) interests in Maryland and simultaneously cease to hold the Three Rivers power plant. Accordingly, Maryland is expected to be consolidated in the financial statements of CPV Group and, as a result, also in the Company's financial statements. As of the report date, the Company is examining the accounting treatment resulting from the above, and in an initial examination, the Company estimates that the acquisition of the remaining partner's share in Maryland will be treated as an asset acquisition (and not as a business combination), and accordingly, no gain from revaluation is expected to be recognized as a result of the transition from an investment treated according to the equity method to a consolidated entity in the financial statements. However, expenses and income recognized in other comprehensive income (OCI) of Maryland, as of the Transaction's completion date (primarily amounts related to the application of hedge accounting for energy margins and bank of Israel interest rates), are expected to be reclassified to profit and loss. Additionally, as a result of the sale of the Company's holdings in Three Rivers, upon completion of the Transaction (to the extent completed), CPV Group estimates that a post-tax capital gain will be recognized in an amount estimated, as of the date of this report, at approximately NIS 23 million (approximately USD 8 million). The Company continues to examine the tax implications of the said Transaction and its potential impact on the results.

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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. .

It is clarified that the above, regarding the completion of the Transaction, the expected timing for the completion of the Transaction, and the accounting and tax implications of the Transaction, includes forward-looking information as defined in the Securities Law, 1968, and there is no certainty that it will materialize. The estimates of the accounting or tax implications are not final and may change (including materially) within the framework of completing the examination of the accounting treatment and tax implications, and subject to completing the examination of the implications.

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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. .

• 2 -

As stated and for the audit of the Company's auditing accountants. In addition, as of the date of the report, there is no certainty regarding the completion of the transaction, which is subject to conditions precedent, or regarding the date of its completion, to the extent it is completed.

In addition, at the time of entering into the transaction, the CPV Group entered into a non-binding memorandum of understanding with the Partner in connection with joint contacts and an examination of a possible transaction to increase the CPV Group's holdings in certain active natural gas power plants held by it, in which the Partner is one of the other partners¹ (and in some of the power plants also the asset manager), in exchange for certain rights in the CPV Group (at a scope to be agreed upon between the parties, to the extent agreed), and future cooperation with the Partner for the purpose of promoting a potential swap transaction as stated and its structure ("Memorandum of Understanding"). It should be emphasized that the Memorandum of Understanding is non-binding, and that a potential transaction thereunder is subject to various examinations, discussions, and the formulation of material terms, which require examination, negotiation, and agreements (to the extent agreements are reached), as well as internal approval procedures at each of the parties. According to the Memorandum of Understanding, the said examination period was set at approximately 12 months (unless terminated earlier by any of the parties). Accordingly, there is no certainty (particularly given the preliminary stage) that the transaction and the cooperation subject of the Memorandum of Understanding will mature into advanced negotiations or a binding transaction (which is also expected to be subject to conditions precedent).

Sincerely,

OPC Energy Ltd.

By: Giora Almogi, CEO

and Anna Bernstein, CFO

¹ Power plants also held by additional investors who are third parties that are not party to the Memorandum of Understanding.

3/3/2026 | 7:13:30 AM