Rimon Consulting & Managing Services Ltd. — Capital/Financing Update 2026

Jun 4, 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. .

Rimon Consulting and Management Services Ltd. ("the Company")

To,

Securities Authority

22 Kanfei Nesharim St.

Jerusalem

To,

The Tel Aviv Stock Exchange Ltd.

2 Ahuzat Bayit St.

Tel-Aviv

Dear Sirs/Madams,

June 4, 2026

Subject: Entering into a Memorandum of Understanding for an investment in the Company's energy division

Following the Company's report dated April 27, 2026 (reference number: 2026-01-038205), the Company is honored to announce that on June 4, 2026, the Company, Rimon Power Energy Ltd., which will hold full ownership (100%) of Rimon Energy Ltd., Meshek Ram Ltd., and Mi-Ram Tech Ltd. and at a rate of 80% (constituting the Company's share) of Einat Assik Infrastructure - Agricultural Cooperative Association Ltd. (hereinafter: "Rimon Power")¹ and Mizrahi Tefahot Invest Ltd., the real investment arm of Bank Mizrahi Tefahot Ltd. (hereinafter: "the Bank"), entered into a non-binding Memorandum of Understanding regarding a possible investment by the Bank in Rimon Power, the main points of which are detailed in this report (hereinafter: "the Memorandum of Understanding").

In accordance with the Memorandum of Understanding, the Bank will perform an investment in Rimon Power, by way of share allocation, such that the Bank will hold approximately 20% of the share capital of Rimon Power, based on a value of NIS 350 million (pre-money), on a Cash Free Debt Free principle, with normative working capital, except for project debt as will be defined in the binding agreement, in consideration for a total of NIS 87.5 million that will be injected into Rimon Power (hereinafter: "the Consideration").

The binding agreement may include a consideration adjustment mechanism, which will be based on the adjusted EBITDA of Rimon Power for 2028, or include another adjustment mechanism, which may lead to an addition to the consideration or a reduction from the consideration in a total of up to NIS 12.5 million, so that the effective value of the transaction may range between NIS 300 million and NIS 400 million (pre-money), all as will be agreed between the parties within the framework of the binding agreement.

The Memorandum of Understanding also includes principles regarding owners' loans of the Company, the possibility of a future public offering to the public of Rimon Power shares, as well as customary provisions in favor of the Bank regarding minority rights, including rights to receive information, appointment of one director or observer depending on the rate of its holdings, and pre-emptive right mechanisms, first offer right, tag-along right of the Bank, drag-along right of the Company and other customary conditions were established, all as will be determined in the binding agreement, if and to the extent signed.

¹ A wholly owned (100%) subsidiary of the Company. It will be clarified that the Memorandum of Understanding does not include the activities of Merimon Natural Gas North Ltd. and Rotem Natural Gas Ltd., as detailed in the Company's report dated April 27, 2026 (reference number: 2026-01-038205).

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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. .

The completion of the transaction will be subject, among other things, to the completion of business, tax, accounting, and legal due diligence, to the Bank's satisfaction, the drafting and signing of a binding agreement, receiving the approvals required by law or the agreement, as well as the approval of the competent organs of the parties, as may be required. In addition, a 90-day due diligence period was established for the Bank, during which it will be granted exclusivity in connection with an investment in Rimon Power, and a provision was established according to which Rimon Power will conduct itself in the ordinary course of business until the completion of the transaction. The Memorandum of Understanding is not binding on the parties, except for certain provisions, including the exclusivity and confidentiality provisions.

The information regarding the possibility of entering into a binding agreement, the fulfillment of the suspensive conditions and the completion of the transaction, the terms of the Memorandum of Understanding detailed above and the conditions that will be determined in the binding agreement, the consideration and the adjustment mechanism, is forward-looking information, as this term is defined in the Securities Law, 1968, based on the information available to the Company at the time of this report. There is no certainty that the negotiations between the parties will ripen into a binding agreement, including a binding agreement under the terms detailed in the Memorandum of Understanding, and to the extent that such an agreement is signed, there is no certainty that the transaction will be completed or that it will be completed under the conditions described above. These assessments of the Company may not be realized or may be realized in a materially different manner, due to various events that are not under the Company's control, including the results of the due diligence, the agreements of the parties on the binding agreement, failure to receive the required approvals and various regulatory and business considerations, or the realization of any of the risk factors detailed in section 4.12 of Chapter A of the Periodic report of the Company for 2025 as reported on March 30, 2026 (reference number: 2026-01-029352).

Respectfully,

Rimon Consulting and Management Services Ltd.

By: Yosef Almalem, CEO and Director

Keren Toltzis, CFO

6/4/2026 | 9:30:30 AM | v1.2.5