Shikun & Binui — M&A Activity 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.

To:	Israel Securities Authority	To:	The Tel-Aviv Stock Exchange Ltd.	T053 (Public)	Transmitted by MAGNA:	15/05/2026
	www.isa.gov.il		www.tase.co.il		Reference:	2026-01-045016

Immediate report on an event or matter deviating from the corporation's ordinary course of business

Regulation 36 of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970

Issuance results must be reported on T20 and not on this form.

Reports on a rating of BONDS or a rating of a corporation must be submitted via Form T125

Report on: ☐ Report whose submission was delayed

Nature of the event: Negotiations for entering into a reverse triangular merger transaction of Shikun & Binui Energy Ltd. with Generation Capital Ltd.

Further to publications in the press, the Company is honored to announce that it and its subsidiary Shikun & Binui Energy Ltd. ("Shikun & Binui Energy") are conducting advanced negotiations with Generation Capital Ltd. ("Generation"), a public company whose securities are traded on the Tel Aviv Stock Exchange Ltd., for the sale of 100% of the share capital of Shikun & Binui Energy to Generation directly or to a company controlled by it, by way of a reverse triangular merger (such that Shikun & Binui Energy will become a private company and will remain a reporting corporation), in consideration that will be paid upon closing to all the shareholders of Shikun & Binui Energy in proportion to their holdings in its shares, in the amount of NIS 4.05 billion and in addition NIS 150 million for the time value that will elapse from the signing date of a term sheet (if and to the extent that it is signed) until the completion date of the transaction. In addition, and subject to the achievement of milestones related to the advancement of existing material projects of Shikun & Binui Energy during a period of 60 months from the completion date of the transaction, contingent consideration will be paid to all the shareholders of Shikun & Binui Energy in a maximum aggregate amount of up to an additional NIS 300 million. The parties are working towards signing a term sheet that will include, inter alia, a commitment to an exclusivity period, during which due diligence will be conducted and a detailed binding agreement between the parties will be formulated. The term sheet and the commercial principles described above have not yet received the approval of the boards of directors of the parties. It should be clarified that as of this date there is no certainty that a term sheet will be signed between the parties and that negotiations will take place between the parties regarding the terms of a binding agreement, and to the extent that the parties do enter into such a binding agreement, there is no certainty regarding the completion of the transaction, which will be subject, inter alia, to the fulfillment of conditions precedent to completion of the transaction, and that the information regarding the possibility of completing the agreement is forward-looking information, within its meaning in the Securities Law, 5728-1968, the realization of which is subject, inter alia, to obtaining approvals and to conditions precedent as shall be determined.

1. The date and time on which the corporation first became aware of the event or matter:

☐ 15/05/2026 at 02:00.

☐ ____

Report that was delayed in accordance with Regulation 36(b):

1. If the report was delayed - the reason for which its submission was delayed:

2. On the date _ at _ the impediment to reporting was removed.

3. ☐ The Company is a shell company as defined in the TASE Regulations.

Details of the signatories authorized to sign on behalf of the corporation:

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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.

	Name of signatory	Position
1	Amit Birman	Chief Executive Officer
2	Hila Tirosh	Other VP Legal Counsel

Explanation: According to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports) (1970), a report submitted pursuant to these regulations shall be signed by those authorized to sign on behalf of the corporation. The Staff's position on the matter can be found on the Authority's website: Click here.

Reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):

Securities of the corporation are listed for trading on the Tel-Aviv Stock Exchange	Date of form structure update: 06/08/2024
Short name: Shikun & Binui
Address: HaYarden1A, Airport City70100 Telephone: 03-6301111, Fax: 03-6301595
Email: hilat@shikunbinui.com Company website: http://www.shikunbinui.co.il
Former names of reporting entity: Shikun & Binui Holdings Ltd.
Name of electronic reporter: Tirosh-Ankri HilaPosition: Legal Counsel and Company SecretaryName of employing company: Shikun & Binui Ltd.
Address: HaYarden 1, Airport City70100Telephone: 03-6301517Fax: 03-6301520Email: hilat@shikunbinui.com