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The Tel-Aviv Stock Exchange Ltd.

(hereinafter: the "Company")

Date: May 12, 2026

Immediate report regarding a private placement that is not material and not exceptional

In accordance with the Securities Law, 5728-1968 (hereinafter: the "Securities Law") and in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000 (hereinafter: "Private Offering Regulations"), the Company announces that on May 12, 2026, the Company's Board of Directors approved, in accordance with an equity compensation plan for employees and officers of the Company dated March 29, 2026 (hereinafter: the "Plan"), the grant of 1,976 warrants to a manager in the Company, which constitutes a private placement that is not material and not exceptional. Following are details regarding the offer of the warrants granted in accordance with Regulation 21 of the Private Offering Regulations:

1. General

1.1. The Plan applies to the allocation of up to 1,400,000 warrants, in total, each exercisable into one ordinary share without par value of the Company (hereinafter: "Ordinary Share"), under the capital gains taxation track through a trustee, according to Section 102 of the Income Tax Ordinance [New Version] (hereinafter: "Section 102"). As of the date of this report, the maximum theoretical amount of shares exercisable under the warrants, which will be granted in accordance with the Plan, is 1,400,000 Ordinary Shares (together, hereinafter: the "Pool").

1.2. On May 12, 2026, prior to the approval of the private placement subject of this report, the Company's Board of Directors approved, following discussions with the representative body of the Company's employees and the Histadrut, a summary for the labor constitution of the Company, according to which instead of part of the annual grants for the years 2026 to 2028 of the Company's employees, who are employed under the labor constitution (hereinafter: "Eligible Employees"), warrants exercisable for the Company's shares will be allocated to the Eligible Employees, existing and future (hereinafter: "Conversion Summary"), and as a result, for the purpose of implementing the Conversion Summary - an outline for the offering of warrants of the Company was approved (hereinafter: "Conversion Outline"), which applies to the offer to Eligible Employees, existing and future, of up to 400,000 warrants from the Pool, exercisable for up to 400,000 Ordinary Shares of the Company. Within this framework, the grant of 217,520 warrants to existing Eligible Employees was also approved, subject to receipt of the required approvals.

For further details regarding the offer of warrants according to the Conversion Outline, see the Company's immediate report dated May 12, 2026 (Ref. No.: 2026-01-043999) (hereinafter: "Outline Report").

1.3. Further to the above, the Company's Board of Directors approved on May 12, 2026, subject to the completion of the offer of warrants to the existing Eligible Employees within the framework of the Conversion Outline, a grant of 1,976 warrants to a manager employed by the Company under a personal employment contract (since the Conversion Summary does not apply to her), as part of a private placement that is not material and not exceptional.

1.4. As of the date of this report, no warrants have yet been allocated from the Pool.

2. The Offeree

The Offeree is a manager in the Company, employed under a personal employment contract, who does not constitute an "officer" as defined in the Companies Law, 5759-1999, or a "senior officer" as defined in

the Securities Law, and is also not an "interested party" as defined in the Private Offering Regulations and will not become an interested party or a person with an interest in the Company as a result of this offer.

Terms of the securities offered for issuance, their quantity and the percentage they will constitute of the voting rights and of the issued and paid-up capital of the Company, after the allocation and on a fully diluted basis

3.1. Quantity of warrants granted and the rate of the exercise shares resulting from the warrants granted in the issued and paid-up capital

3.1.1. In accordance with the decision of the Company's Board of Directors, as stated above, a total of 1,976 warrants, exercisable into 1,976 ordinary shares (subject to adjustments as stated in Section 2.5 below) (hereinafter: the "Granted Warrants"), will be allocated to a trustee appointed under the provisions of Section 102, for the offeree. The Granted Warrants will be allocated to the offeree without consideration.

The trustee for the purposes of the plan is IBI Trust Management Ltd. (hereinafter: the "Trustee").

3.1.2. The Granted Warrants will not be listed for trading on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "TASE"). The Company's shares, which will be allocated by the Company to the offeree upon exercise of the Granted Warrants (hereinafter: the "Exercise Shares"), are ordinary shares of the Company. The Exercise Shares shall be, from the date of their exercise, equal in their rights in all respects to the existing ordinary shares in the Company's capital.

3.1.3. As of the date of the report, the Company's registered share capital is 150,000,000 ordinary shares. The Company's issued and paid-up share capital at the time of the grant is 93,787,180 ordinary shares¹. After the allocation of the Granted Warrants to the offeree, there will be no change in the Company's issued and paid-up share capital.

3.1.4. Under the theoretical assumption of the exercise of all the Granted Warrants to the offeree, after the allocation, the Company's issued and paid-up share capital will total 93,789,156 ordinary shares², and the Company's shares resulting from the exercise of all the Granted Warrants will constitute approximately 0.002% of the Company's issued and paid-up capital, after the allocation; and under the theoretical assumption of full exercise of all the Granted Warrants to the offeree and the remaining allocated convertible securities of the Company (including under the conversion outline) - the Company's issued and paid-up share capital will total 95,328,194 ordinary shares³, and the Company's shares resulting from the exercise of all the Granted Warrants will constitute approximately 0.002% of the Company's issued and paid-up capital, after the allocation.

3.1.5. Under the theoretical assumption of full exercise of all the warrants in the pool (including the Granted Warrants), after the allocation, the Company's issued and paid-up share capital will total 95,187,180 ordinary shares⁴, and the Company's shares resulting from the exercise of all the warrants in the pool will constitute approximately 1.47% of the Company's issued and paid-up capital, after the allocation; and under the theoretical assumption of exercise of all the warrants in the pool (including the Granted Warrants) and the remaining allocated convertible securities of the Company - the Company's issued and paid-up share capital will total 96,508,698 ordinary shares⁵, and the Company's shares resulting from the exercise of all the warrants in the pool will constitute approximately 1.45% of the Company's issued and paid-up capital, after the allocation.

3.1.6. This assumption regarding the full exercise of the Granted Warrants (and in general), is theoretical only, as in practice the offeree (or any of the offerees according to the conversion outline) will not be allocated the full amount of Exercise Shares resulting from them upon exercise, but only an amount of Exercise Shares reflecting the financial benefit amount inherent in the warrants (cashless), as calculated at the time of exercise of those warrants as stated in Section 3.4.2 below.

3.1.7. The Exercise Shares will be allocated from the Company's registered share capital and will be registered in the name of the TASE Clearing House (hereinafter: the "TASE Clearing House"). Alternatively, the Exercise Shares may be transferred from the Company's treasury shares.

As of the end of May 11, 2026, net of treasury shares.
Net of treasury shares.
Net of treasury shares.
Net of treasury shares.

Net of treasury shares.

(registered in the name of the Nominee Company), and shall return to trading on the TASE upon their transfer as aforesaid.

3.2. Allocation and Exercise of the Warrants

3.2.1. The granted warrants shall be divided into three tranches (hereinafter: "Tranche/s") and the Offeree shall be entitled to exercise the granted warrants within each tranche, in whole or in part, starting from the dates (hereinafter: "Vesting Date/s") and throughout periods (hereinafter: "Exercise Period/s"), as follows:

a. The first Tranche shall include 1/3 of the granted warrants, whereas in the case of a fractional warrant, this quantity shall be rounded up to the nearest whole warrant - the Vesting Date of the first Tranche is 12 months after the Allocation Date and it is exercisable from this date until May 31, 2030;

b. The second Tranche shall include 1/3 of the granted warrants, whereas in the case of a fractional warrant, this quantity shall be rounded up to the nearest whole warrant - the Vesting Date of the second Tranche is 24 months after the Allocation Date and it is exercisable from this date until May 31, 2030;

c. The third Tranche shall include the balance of the granted warrants (the third Tranche) - the Vesting Date of the third Tranche is 36 months after the Allocation Date and it is exercisable from this date until May 31, 2030.

3.2.2. The Offeree shall be entitled, subject to the terms of the plan, to exercise the granted warrants starting from the Vesting Date of each warrant tranche. The warrants shall be exercisable from the said Vesting Date until the end of the Exercise Period.

3.2.3. At the end of the Exercise Period, all granted warrants that have not been exercised under the plan, included in the relevant Tranche, shall expire, and these warrants shall return to the pool and may be re-allocated to any offeree. Such re-allocation shall be subject to obtaining TASE approval for the listing of the shares arising from the warrants re-allocated as aforesaid.

3.2.4. All warrants shall be allocated for the Offeree to the Trustee, shortly after the required approvals under Section 102 of the Income Tax Ordinance are obtained, after the Offeree signs the allocation agreement and the rest of the required documents. The warrant Allocation Date shall be the date of delivery to the Trustee of the allocation letter regarding the warrants granted to the Offeree (hereinafter: "Allocation Date").

3.3. Exercise Price of the Granted Warrants

As detailed in Section 4 below.

3.4. Exercise Procedure for the Granted Warrants

3.4.1. Exercise of warrants granted under the plan, for the Offeree, shall be carried out through the Trustee.

3.4.2. For details regarding the exercise procedure of the granted warrants, see Section 2.13 of the Descriptive Report. The information provided in said section is hereby included by way of reference.

3.4.3. Exercise of the granted warrants shall not be carried out on the record date for a bonus share distribution, a rights offering, a dividend distribution, a reverse stock split, a stock split, or a capital reduction (each of these shall hereinafter be called: "Company Event"). Furthermore, if the ex-date of a Company Event occurs before the record date of the Company Event, the exercise of warrants granted under the plan shall not be carried out on said ex-date.

3.5. Terms of the Warrants granted in the event of termination of employment

For details regarding the offeree's right to exercise the granted warrants in the event of termination of employment, see sections 2.11.8 and 2.11.9 of the Descriptive Report. The information provided in the said section is hereby included by way of reference.

3.6. Adjustment provisions for the protection of the offeree's rights

For details regarding provisions for the protection of the offeree's rights by virtue of the granted warrants, see section 2.12 of the Descriptive Report. The information provided in the said section is hereby included by way of reference.

3.7. Lack of marketability or transferability of the granted warrants

3.7.1. The granted warrants shall not be transferable, assignable, pledgeable, chargeable, or attachable, except for transfer to heirs, according to law. In the case of transfer to heirs, as stated, the provisions of the plan shall bind the heirs for all intents and purposes, and the provisions of the section above shall apply.

3.7.2. For the removal of doubt, it is hereby clarified that subject to the provisions of the Plan, only the offeree (or her legal heirs, as applicable) shall have rights in respect of the granted warrants, in accordance with the provisions of the granted warrants and the terms of the Plan, and that the granted warrants shall not grant any rights to any other person.

3.7.3. The Trustee shall not transfer granted warrants to any third party, except in accordance with the terms of the Plan.

3.7.4. For the removal of any doubt, it is clarified that the restrictions set forth in the Securities Law and the Securities Regulations (Details regarding sections 15A to 15C of the Law), 5760-2000, shall also apply to the warrants granted to the offeree.

3.8. Rights accompanying the Exercise Shares

3.8.1. The exercise shares shall be equal in their rights to the ordinary shares of the Company, for all intents and purposes, starting from the date of their allocation and shall be entitled to any dividend or other benefit, for which the record date determining the right to receive them occurs on or after the date of allocation of the exercise shares.

3.8.2. It is hereby clarified that the offeree shall not have any rights as a shareholder in the Company with respect to the granted warrants. Furthermore, except as otherwise determined, the offeree shall not have any rights as a shareholder in the Company with respect to the exercise shares until the registration of the exercise shares in her favor in the account maintained with the TASE member (when these are included in the shares registered in the name of a registration company).

3.8.3. As long as exercise shares are held for the benefit of the offeree by the Trustee, the offeree shall be entitled to vote in respect of the exercise shares. In the event that the offeree wishes to participate in the general meetings of the Company or exercise her right to vote in respect of the exercise shares held for her by the Trustee, she shall approach the Trustee in writing at least seven business days prior to the date of the meeting and the Trustee shall transfer to the offeree a power of attorney to participate in the general meeting and vote in respect of the exercise shares held for the offeree by the Trustee, according to the instructions set by the Company for all its shareholders. For the purposes of this section above, "Business Day" means any day of the week on which most banks in Israel are open for business.

4. Consideration

4.1. The granted warrants are offered to the offeree without consideration.

4.2. The exercise price of the granted warrants stands at a total of NIS 164.5123 (this price was determined based on the average closing prices of the Company during the 30 trading days preceding the date of the Board of Directors' decision plus 10%).

4.3. It is clarified that on the exercise date the offeree shall not be required to actually pay the exercise price of the granted warrants, and it shall be used solely for the purpose of determining the monetary benefit amount and the number of exercise shares to be allocated to the offeree, in practice.

Agreements between the offeree and a shareholder of the Company

To the best of the Company's knowledge, and based on an inquiry conducted with the offeree, there are no agreements, whether written or oral, between the offeree and a shareholder of the Company, or between the offeree and others, regarding the purchase or sale of securities of the Company or regarding voting rights therein.

Restrictions on performing transactions in the offered securities that will apply to the offeree

6.1. Without prejudice to the lock-up provisions applicable to the offeree by virtue of the provisions of Section 102, the granted warrants shall be subject to the restrictions set forth in the Securities Law and the Securities Regulations (Details regarding Sections 15a and 15c of the Law), 5760-2000, as specified below:

6.1.1. The offeree shall not be entitled to offer the securities without publishing a prospectus permitted for publication by the Securities Authority, for a period of six months from the date of allocation (hereinafter, in this section: the "Period").

6.1.2. During a period of six consecutive quarters following the end of the Period, the offeree shall be entitled to offer, within the framework of trading on the Stock Exchange, without publishing a prospectus permitted for publication by the Authority, a quantity of securities that shall not exceed, on any trading day on the Stock Exchange, the daily average trading volume of the securities on the Stock Exchange during the eight-week period preceding the date of the offer, and provided that the total quantity offered by it in each quarter shall not exceed 1% of the issued and paid-up capital of the Company as of the date of the offer. The foregoing also applies to securities purchased during all of the said periods other than pursuant to a prospectus and other than during trading on the Stock Exchange from the Company, and to securities resulting from the exercise or conversion of securities allocated to the offeree.

In this section, "issued and paid-up capital" - excluding shares resulting from the exercise or conversion of convertible securities allocated up to the date of the offer and not yet exercised or converted.

6.2. In addition to the above, the restrictions set forth in the plan, as specified above, as well as the additional restrictions, shall apply to the offeree as follows:

6.2.1. The granted warrants are non-transferable, except for transfer to heirs by law, as stated in Section 3.7 above.

6.2.2. The provisions of Section 102 of the Income Tax Ordinance, as well as any law, regulation, or condition of the tax authorities in this context, shall apply to the offeree.

Conditions Precedent and Required Approvals

The allocation of the warrants granted to the offeree is subject to all of the following:

7.1. The entry into force of the conversion agreement;

7.2. Receipt of the Stock Exchange's approval for the listing for trading of the exercise shares resulting from the granted warrants.

Sincerely,

The Tel-Aviv Stock Exchange Ltd.

Signed by: Ittai Ben-Zeev, CEO

5/12/2026 | 4:17:57 PM

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Tel Aviv Stock Exchange Ltd. Share Issue/Capital Change 2026

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The Tel-Aviv Stock Exchange Ltd.

Immediate report regarding a private placement that is not material and not exceptional

1. General

2. The Offeree

3.2. Allocation and Exercise of the Warrants

3.3. Exercise Price of the Granted Warrants

3.4. Exercise Procedure for the Granted Warrants

3.5. Terms of the Warrants granted in the event of termination of employment

3.6. Adjustment provisions for the protection of the offeree's rights

3.7. Lack of marketability or transferability of the granted warrants

3.8. Rights accompanying the Exercise Shares

4. Consideration

AI assistant

Tel Aviv Stock Exchange Ltd. — Share Issue/Capital Change 2026

7071_rns_2026-05-12_0deaaece-7329-4998-be39-2ff933c2f37c.pdf

The Tel-Aviv Stock Exchange Ltd.

Immediate report regarding a private placement that is not material and not exceptional

1. General

2. The Offeree

3.2. Allocation and Exercise of the Warrants

3.3. Exercise Price of the Granted Warrants

3.4. Exercise Procedure for the Granted Warrants

3.5. Terms of the Warrants granted in the event of termination of employment

3.6. Adjustment provisions for the protection of the offeree's rights

3.7. Lack of marketability or transferability of the granted warrants

3.8. Rights accompanying the Exercise Shares

4. Consideration

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