Rimon Consulting & Managing Services Ltd. — Share Issue/Capital Change 2026

May 15, 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.

(hereinafter: the "Company")

To

Israel Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

May 15, 2026

Subject: Immediate report in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 regarding a private allocation that is not material and not exceptional

In accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000, the Company is honored to announce that on May 14, 2026, the Compensation Committee and the Board of Directors of the Company approved, in accordance with the Company's compensation policy, a standard private allocation of 41,662 warrants not listed for trading, exercisable into 41,662 ordinary shares with no par value of the Company (hereinafter: the "Exercise Shares") to an officer in the Company (hereinafter: the "Offeree"), under the conditions in this report¹ (hereinafter: the "Warrants").

The allocation of the warrants subject of this immediate report is a "private offering" that is not material and not exceptional as defined in the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 (hereinafter: the "Regulations"). This immediate report is provided in accordance with Regulation 21 of the Regulations.

1. The Allocated Warrants

The allocation of the warrants to the Offeree will be carried out in accordance with the warrants plan of the Company approved by the Board of Directors of the Company in 2019 (hereinafter: the "Warrants Plan"); in accordance with Section 102 of the Income Tax Ordinance [New Version], 1961 (hereinafter: the "Ordinance") in the capital gains track (with a trustee)².

In accordance with the TASE Regulations (hereinafter: the "TASE"), the Exercise Shares will be registered in the Company's securities register in the name of the TASE Nominee Company, will be listed for trading on the TASE and they will be, from the date of their allocation, equal in their rights for all intents and purposes to the existing ordinary shares in the Company's capital.

1.1 Exercise Price

The basic exercise price of each warrant is NIS 115.4 and the exercise of the warrants may be, at the Offeree's choice, in cash and/or based on a benefit component mechanism (Cashless Exercise), according to which the Offeree will be entitled to receive shares reflecting the benefit component inherent in the exercised warrants, in accordance with the formula and as specified in the warrants plan of the Company. In the case of exercise through the Cashless Exercise mechanism, the Company will treat the shares exercised according to this mechanism as shares issued and fully paid.

¹ It is clarified that employer-employee relations exist between the Offeree and the Company.

² The main points of the warrants plan are detailed in Section 3.7 of the shelf prospectus dated July 15, 2021 (Reference No.: 2021-01-053350).

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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 exercise price is subject to adjustments as detailed in section 1.4 below. The exercise price is not linked to the index and/or any currency.

1.2 Vesting Period

The Vesting of the warrants that will be allocated to the offeree will be in 4 annual installments where 25% will vest at the end of each year starting from the date of the company's signature on the allocation letter. Furthermore, it is clarified that in any case a warrant shall not be exercisable after the expiration date (as defined below).

1.3 Exercise Period and Option Period

The warrants may be exercised starting from the vesting date and until the earlier of (hereinafter: "the Expiration Date"): (a) a period of 10 years from their allocation date; (b) in the case of a decision on voluntary liquidation of the company subject to the provisions of section 1.4.2 below; (c) in the case of a "Transaction" subject to the provisions of section 1.4.1 below; and (d) termination of relations³. In accordance with the provisions of the TASE Regulations and its directives, exercise shall not be performed on the record date for the distribution of bonus shares, for a rights offering, for dividend distribution, for share consolidation, for share split or for capital reduction (each of the above shall hereinafter be called: a "Company Event"). Furthermore, it is hereby clarified that if the Ex-date of a Company Event falls before the record date of a Company Event, exercise shall not be performed on such Ex-date. Any remaining balance of warrants that is not exercised by the offeree until the expiration date, shall expire, and the warrants shall not be exercisable from this date, all subject to the terms of the company's option plan. At the date of expiration of the warrants, all rights of the offeree and/or his heirs in connection with the warrants, including the right to purchase the exercise shares, shall expire. In addition, at the date of expiration of the warrants, the trust shall terminate.

1.4 Adjustment to the Exercise Price and/or quantities of exercise shares

1.4.1 Transaction⁴

Any warrant that has not yet been exercised shall be replaced or converted into options for a share or any security of the purchasing corporation (or a parent company or subsidiary of the purchasing corporation), the portion of which shall be allocated to the company's shareholders against the shares regarding such transaction, and appropriate adjustments shall be made to the exercise price which shall reflect such event. All other terms of the warrants shall remain in effect, including the vesting dates.

Notwithstanding the above and subject to the provisions of any law, as long as the purchasing corporation (or a parent company or subsidiary of the purchasing corporation) does not agree to convert or replace the warrants, the Board of Directors shall be entitled to accelerate the vesting dates of all or part of the warrants for which the vesting date has not yet arrived and the offeree shall be entitled to exercise these warrants into shares ten (10) days before the date of the occurrence of the transaction, and if he did not do so within such period all warrants that were not yet exercised as aforesaid shall expire. Notwithstanding the above, in the case of a "Transaction" that constitutes

³ Should the offeree cease to serve as an employee or service provider in the company or its affiliates, all warrants for which the vesting date has not yet arrived shall expire immediately prior to the date of termination of the employment relationship or the provision of services (hereinafter together: the "Termination Date"). Without derogating from the above, the offeree shall be entitled to exercise the warrants at a date later than the Termination Date with respect to warrants for which the vesting date has arrived and they have not yet expired, in the following cases only: (1) upon termination without "cause" the offeree shall have the right to exercise the warrants for a period of 3 months from the Termination Date; (2) upon termination due to death or disability of the offeree, the offeree or his legal heirs shall have the right to exercise the warrants for a period of 12 months from the Termination Date. To the extent that the offeree or his legal heirs, as the case may be, do not exercise the warrants during the periods specified above, the warrants shall expire.

⁴ "Sale Event", means - the sale of all or most of the company's assets and/or in the case of the sale of all or most of its shares and/or in the case of a merger or consolidation of the company with or into another company, where the other company is the absorbing (surviving) company or the company is the absorber and as a result of the merger at least 50% of the existing voting rights in the company were changed.

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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. .

Change of control as the term is defined in the Securities Law, 1968, and as a result of which the company's shares will not be delisted from trading on the stock exchange, only the upcoming installment that has not yet matured will be automatically accelerated.

1.4.2 Voluntary Liquidation

The company will provide notice to the offeree regarding the decision for voluntary liquidation, and the offeree will have 21 days to exercise the warrants that have not yet been exercised into shares and whose exercise date has not yet arrived. Upon the passing of these 21 days, all warrants that have not yet been exercised into shares will expire immediately.

1.4.3 Changes in Share Capital

In any case where a change occurs in the issued share capital of the company by way of a stock dividend (bonus shares), stock split or consolidation or exchange of shares, or any similar event by or of the company, the number and type of shares exercisable as a result of the exercise of the warrants will be adjusted proportionally in order to proportionally preserve the number of shares and their cumulative exercise price. Upon the occurrence of any of the aforementioned events, the cumulative number of exercise shares in relation to the warrants that have not yet been exercised will be similarly adjusted, all as determined by the Board of Directors whose decision shall be final.

1.4.4 Cash Dividend

If the company distributes a cash dividend, and the record date for receiving it occurs after the date of allocation of the warrants but before all warrants have been exercised and before the offeree's right to exercise them has expired, the exercise price of the warrants will be adjusted by reducing the exercise price for each warrant as stated by an amount equal to the dividend amount distributed for each share.

1.4.5 In the option plan, no adjustment was set in the case of a rights offering.

1.5 Restriction on Transferability

The warrants or the offeree's rights in everything related to the warrants are not sellable, transferable (including by way of pledge), assignable, or used as collateral, and no right shall be given regarding them to a third party, and they shall not be subject to sale in execution proceedings, attachment or similar proceedings, except for a transfer according to inheritance laws or by virtue of a will. Furthermore, during the life of the offeree, all of the offeree's rights to receive or purchase shares by virtue of the plan are exercisable by the offeree only, his guardian or his legal heirs. Furthermore, the transfer of shares resulting from the exercise of warrants shall not be possible, except in accordance with the provisions of the company's articles of association and subject to any law.

2. The Offeree being an "Interested Party" and a detail of the facts by which he is an interested party

To the best of the company's knowledge, the offeree according to this report is an employee of the company and is not an 'interested party' as the term is defined in section 270(5) of the Companies Law, 1999, and will not become an 'interested party' as stated as a result of the exercise of the warrants offered to him according to this report or the exercise of other warrants owned by him and/or from his current holdings in the company, as the case may be, an interested party (by virtue of holdings) in the company$^{5}$. Furthermore, the offeree is not the controlling shareholder or his relative and will not become such as a result of the allocation of securities subject of this report, as the term "controlling shareholder" is defined in section 32(9) of the Ordinance.

$^{5}$ Assuming the exercise of all the company's convertible securities as of the date of publication of this immediate report, including the warrants allocated according to this report.

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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.

3. The proportion of exercise shares of the voting rights and of the issued and paid-up capital of the Company after the allocation and on a fully diluted basis

Assuming full exercise of the warrants allocated according to this report, the exercise shares will constitute (i.e., exercise of 41,662 ordinary shares without par value of the Company), taking into account the issued and paid-up capital of the Company and the voting rights therein as of the date of this report, approximately 0.115% of the issued and paid-up capital of the Company (and approximately 0.112% on a fully diluted basis)⁶.

4. The consideration for the allocated warrants

The warrants will be allocated to the offeree without consideration, in accordance with the compensation policy.

5. Personal interest

To the best of the Company's knowledge, no material shareholder or officer of the Company has a personal interest in the allocation subject of this report, except for the offeree themselves.

6. Required approvals and conditions for performing the allocation

The allocation of the warrants is subject to obtaining the Stock Exchange's approval for the listing for trade of the shares resulting from the warrants. Shortly after the publication of this report, the Company will apply to the Stock Exchange for such a request. The warrants, which will be allocated to the offeree shortly after receiving the Stock Exchange's approval, will not be listed for trade on the Stock Exchange. In addition, each allocation is subject to the signing of an allocation agreement between the offeree and the Company.

7. Absence of agreements between the offeree and holders of the Company's shares

To the best of the Company's knowledge, there are no agreements, whether written or oral, between the offeree and shareholders of the Company and/or holders of the Company's securities, regarding the purchase or sale of securities of the Company, or regarding voting rights therein.

8. Prevention or restriction on performing actions in warrants or exercise shares

According to the provisions of Section 15C of the Securities Law and the provisions of the Securities Regulations (Details regarding Sections 15A-15C of the Law), 5760-2000, the following restrictions will apply to the sale during trading on the Stock Exchange of the exercise shares that will be allocated upon exercise of the warrants:

8.1 In a period of six months beginning on the allocation date (hereinafter: the "First Period"), the offeree shall not be entitled to offer the exercise shares during trading on the Stock Exchange, without publishing a prospectus that the Securities Authority has permitted its publication.

8.2 During a period of the six consecutive quarters following the end of the First Period, the offeree shall be entitled to offer within the framework of trade on the Stock Exchange, without publishing a prospectus that the Authority permitted its publication, on any trading day on the Stock Exchange, no more than the daily average of the trading volume on the Stock Exchange of shares of the type of the exercise shares, in the period of eight weeks preceding the offer date, provided that the total quantity offered of the exercise shares in each quarter does not exceed 1% of the issued and paid-up capital of the Company, as of the offer date. For this purpose, "issued and paid-up capital" excludes shares that will result from the exercise or conversion of convertible securities allocated up to the offer date and not yet exercised or converted.

⁶ A theoretical rate only, as the quantity of ordinary shares that will be exercised may be smaller because the warrants may be exercised through a net exercise (cashless) mechanism.

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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. .

8.3 An off-TASE sale shall not be subject to restrictions regarding dates or quantities; however, any person who purchased the exercise shares from the offeree other than pursuant to a prospectus and not during the course of TASE trading, shall step into his shoes regarding the fulfillment of the lock-up provisions as stated in this section above.

9. Provisions of Section 102 of the Ordinance

9.1 The 102 warrants shall be allocated in the capital route (with a trustee) according to Section 102 of the Ordinance (the said Section 102, the regulations promulgated and the rules established thereunder shall be referred to above and hereinafter collectively as: "Section 102 Provisions").

9.2 In accordance with the Section 102 Provisions, the 102 warrants shall be allocated to the trustee for the offeree, and the trustee shall act regarding the warrants and the exercise shares in accordance with the Section 102 Provisions, and also in accordance with the provisions of the trust agreement and the procedure for exercising the warrants and selling the exercise shares, as determined between the Company and the trustee.

9.3 For the avoidance of doubt, it shall be clarified that the offeree alone shall bear all tax liabilities in respect of the grant and exercise of the warrants, and the payment for the shares by virtue of the exercise of the warrants. The trustee shall deduct all taxes by way of tax withholding at source according to the Section 102 Provisions.

9.4 In accordance with the Section 102 Provisions, and without derogating from the generality of the foregoing, the following provisions shall apply:

9.4.1 The warrants and the shares that will be allocated or issued following the exercise shall be allocated or issued in the name of a trustee and held by him during the periods set forth in the Section 102 Provisions (hereinafter: the "Lock-up Period").

9.4.2 The trustee shall not transfer to the offeree shares, which were allocated as a result of the exercise of the warrants, prior to the payment of the full tax liabilities arising from "102 warrant in the route with a trustee", as stated in Section 9.3 above.

9.4.3 Subject to the Section 102 Provisions, the offeree shall not sell or remove from the trustee's possession shares, which were allocated as a result of the exercise of a "102 warrant in the route with a trustee", until the Lock-up Period has passed. Notwithstanding the above, if such sale or transfer occurs during the Lock-up Period, the sanctions under the Section 102 Provisions shall apply to the offeree.

10. Additional Restrictions

The warrants offered within the framework of this report are subject to all the conditions set forth in the Company's warrants plan and the allocation agreement to be signed with the offeree.

Sincerely,

Rimon Consulting and Management Services Ltd.

Signed by: Yossi Almalem, CEO and Director

Keren Tolcis, CFO

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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.

5/15/2026 | 6:02:59 AM