Shikun & Binui — M&A Activity 2026

Jun 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. .

Shikun & Binui Ltd.

("the Company")

To

Israel Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

June 15, 2026

Subject: Non-binding offer from Keystone for the purchase of the entire share capital of Shikun & Binui Energy Ltd.

Further to the Company's immediate reports dated May 15, 2026, and May 18, 2026 (references: 2026-01-045016 and 2026-01-045491, respectively) regarding the entry into a non-binding MOU by Shikun & Binui Energy Ltd. ("Shikun & Binui Energy") and the Company with Generation Capital Ltd. ("Generation"), in connection with a possible transaction for the sale of 100% of the share capital of Shikun & Binui Energy by way of a reverse triangular merger, the Company is pleased to update as follows:

1. On June 15, 2026, a non-binding offer was received by Shikun & Binui Energy from Keystone Infra Ltd. ("Keystone") for the purchase of the entire share capital (100%) of Shikun & Binui Energy, by way of a reverse triangular merger, following which Shikun & Binui Energy will become a private company owned by Keystone, in exchange for a total cash consideration of NIS 4.35 billion, subject to customary adjustments for dividend distribution, etc. According to the offer, subject to the approval of the boards of directors, Keystone (or a corporation under its control) and Shikun & Binui Energy will enter into a binding merger agreement, under customary terms for transactions of this type, the completion of which will be subject to the fulfillment of customary conditions precedent, including the approval of the general meeting of Shikun & Binui Energy, regulatory approvals, approval of the holders of the Shikun & Binui Energy BONDS and the approval of financing parties, as required.

2. Keystone notes that it is ready to enter into a binding agreement within 14 days and will rely on the public information published by Shikun & Binui Energy to the public, and that the offer is not contingent upon Shikun & Binui Energy meeting certain targets, and does not include a contingent or deferred consideration component. Keystone further notes in its offer that in its assessment there is very high certainty for the completion of the transaction, and that it does not anticipate difficulty in obtaining the regulatory approvals required for the purpose of completing the transaction, including from the Electricity and Competition authorities.

3. As stated in the Company's immediate report dated May 18, 2026, in accordance with the MOU with Generation, Shikun & Binui Energy and the Company committed that to the extent an unsolicited inquiry is received from a third party regarding a competing transaction (as defined in the MOU) until the end of the examination period, they will not promote it until the end of the examination period.

4. Shikun & Binui Energy notified Keystone that in accordance with the MOU, during the examination period, Shikun & Binui Energy is not promoting the handling of the offer, will not examine it and will not address its content.

For the avoidance of doubt, it is emphasized that there is no certainty that a binding agreement will be signed with Generation and to the extent signed, there is no certainty that the transaction will be completed; and there is no certainty that if a binding agreement is not signed with Generation, negotiations will take place with Keystone, that a binding agreement will be signed with Keystone and that the transaction will be completed. The possibility of entering into a binding agreement and the completion of a transaction constitute information

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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 -

forward-looking as defined in the Securities Law, 5728-1968, based on the Company's management assessments as of this date, which there is no certainty will materialize, in whole or in part, and may materialize in a materially different manner, inter alia, due to the non-fulfillment of conditions precedent, non-signing of a binding agreement or the materialization of additional risk factors.

Sincerely,

Shikun & Binui Ltd.

By:

Hila Tirosh-Ankari, VP Legal Counsel

Ran David Krakovsky, VP Finance

6/15/2026 | 12:22:02 PM | v1.2.5