Tel Aviv Stock Exchange Ltd. — Share Issue/Capital Change 2024

Jan 24, 2024

Further to the immediate reports of TASE dated 14.12.2023 (reference no.: 2023-01-136383) and 17.12.2023 (reference no.: 2023-01-136920) concerning the matter in reference (hereafter collectively: �the Previous Reports�), TASE updates that on 24.1.2024 the book building process was completed for the acquisition of the 17,156,677 Arrangement Shares (as defined in the Previous Reports) (hereafter: �the Sold Shares�) by a number of Israeli institutions and foreign institutions (hereafter collectively: �the Acquiring Institutions�), at a price of NIS 20.6 per share. The consideration (gross) for the Sold Shares is expected to amount to approx. NIS 353.4 million, of which the Selling Shareholders (as defined in the Previous Reports) shall be entitled to approx. NIS 87 million and TASE shall be entitled to a consideration (net, after deduction of commissions and additional related expenses) of approx. NIS 242 million. This amount will be carried directly to the equity of TASE and in accordance with the provisions of Amendment No. 63 of the Securities Law will be used for investment in technological infrastructure of TASE.To complete the picture, it should be noted that, for the purpose of implementing the move and arranging the settlement of the transactions with the foreign Acquiring Institutions, TASE, Leader & Co. Investment House Ltd. and Jefferies LLC (hereafter: �Jefferies�) entered into a distribution agreement. As customary in this type of agreements, the agreement includes representations by the parties thereto, including representations by TASE, inter alia, in relation to the appropriateness of the disclosure provided in the reports of TASE and the non-use of insider information. Additionally, TASE has undertaken to Jefferies to indemnify it in the event of a claim being filed by either of the Acquiring Institutions due to violation of TASE�s representations or undertakings in the distribution agreements, and a mechanism was set that facilitates suspension of false

������ ������� ��� ��� - ���� ��"�	1 818
THE TEL-AVIV STOCK EXCHANGE LTD
Corporation no: 520020033	14267
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	24/01/2024
	www.isa.gov.il			www.tase.co.il				Reference:	2024-01-008005	Time of broadcast: 03:41 03:41

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English language report to Israeli corporateThis form is for reports that has been translated to English (convenience translation) and should be published alongside with the report in Hebrew in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970.

References of previous reports relating to this matter:   _________   _________   _________

Plan for the Sale of the Arrangement Shares - Update

Attached hereto is a report on

Further to the immediate reports of TASE dated 14.12.2023 (reference no.: 2023-01-136383) and 17.12.2023 (reference no.: 2023-01-136920) concerning the matter in reference (hereafter collectively: �the Previous Reports�), TASE updates that on 24.1.2024 the book building process was completed for the acquisition of the 17,156,677 Arrangement Shares (as defined in the Previous Reports) (hereafter: �the Sold Shares�) by a number of Israeli institutions and foreign institutions (hereafter collectively: �the Acquiring Institutions�), at a price of NIS 20.6 per share. The consideration (gross) for the Sold Shares is expected to amount to approx. NIS 353.4 million, of which the Selling Shareholders (as defined in the Previous Reports) shall be entitled to approx. NIS 87 million and TASE shall be entitled to a consideration (net, after deduction of commissions and additional related expenses) of approx. NIS 242 million. This amount will be carried directly to the equity of TASE and in accordance with the provisions of Amendment No. 63 of the Securities Law will be used for investment in technological infrastructure of TASE. To complete the picture, it should be noted that, for the purpose of implementing the move and arranging the settlement of the transactions with the foreign Acquiring Institutions, TASE, Leader & Co. Investment House Ltd. and Jefferies LLC (hereafter: �Jefferies�) entered into a distribution agreement. As customary in this type of agreements, the agreement includes representations by the parties thereto, including representations by TASE, inter alia, in relation to the appropriateness of the disclosure provided in the reports of TASE and the non-use of insider information. Additionally, TASE has undertaken to Jefferies to indemnify it in the event of a claim being filed by either of the Acquiring Institutions due to violation of TASE�s representations or undertakings in the distribution agreements, and a mechanism was set that facilitates suspension of

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	Reference to parallel Hebrew report:	2024-01-008002
	This report was not reported in Hebrew.

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

	Name of the signer	Corporate Role
1	Ittai Ben Zeev	CEO _________

Note: According to Rule 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations will be signed by the authorized persons to sign on behalf of the corporation. For the ISA staff notice Click here .2 2

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: ������ ���� ���	Date of revision of form structure: 31/12/2023
Address: ����� ��� 2, �"� 29060 ����� 6129001 , �� ���� 6525216   , Tel: 076-8160571 , Fax: 076-8160331
E-mail address: gilc@tase.co.il   Company site: tase.co.il
Previous names of reporting entity:
Name of the Signatory: �'��'� ��� Position of Signatory in the reporting corporation: Name of Employer Company:
Address: ����� ���� 23 , �� ���� 65136 Telephone: 03-5119340 Facsimile: 03-5119301 E-mail: gilc@wblaw.co.il 1