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Turpaz Industries Ltd.

("the Company")

Shelf Prospectus

By virtue of the Shelf Prospectus, the Company may issue various types of securities in accordance with the provisions of the law - ordinary shares with no par value, preferred shares¹, BONDS, BONDS convertible into shares of the Company, warrants exercisable for shares of the Company, warrants exercisable for BONDS or for BONDS convertible into shares of the Company and commercial papers, as well as any other security that according to the law may be issued by virtue of the shelf prospectus at the relevant time (hereinafter: "securities").

The offering of securities under the Shelf Prospectus will be made in accordance with the provisions of Section 23A of the Securities Law, 5728-1968 (hereinafter: the "Securities Law"), by means of shelf offering reports in which all the specific details of such offering will be completed, including the details and terms of the securities and the composition of the offered units, in accordance with the provisions of any law and in accordance with the TASE Regulations and instructions of the Tel Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange"), as they may be at that time (each such report is referred to as: "Shelf Offering Report").

Investment in the Company's securities involves business risks, including as a result of the following risk factors that may affect the Company's business:

Macro-economic risk factors- (a) Economic slowdown and uncertainty. (b) Changes and/or deterioration in the security-political situation in Israel. (c) Financial risks - currency risks (changes in foreign exchange rates), interest rate risks (changes in interest rates), price risks, credit risks and liquidity risks. (d) Deterioration in the geopolitical and security situation in the world. (e) Climate changes and natural disasters. Industry risk factors- (a) Changes in raw material prices. (b) Inventory management. (c) Closure of ports and airports. (d) Stricter requirements and compliance with licensing and regulatory requirements. (e) Environmental laws and environmental damage. (f) Cyber risks. (g) Competition - activity in the markets in which the Group operates is characterized by a variety of manufacturers and suppliers, who produce the products using similar and known technologies. (h) Occurrence of accidents during the Group's operations. (i) Legal proceedings. (j) Fluctuations in supply and demand. Unique characteristics of the Group- (a) Employees with unique knowledge and dependence on key personnel. (b) Labor disputes. (c) Dependence on the Group's main activity sites. (d) Growth through the acquisition of companies and activities. (e) Integration of acquired activities.

For details regarding all risk factors applicable to the Company, see Section 1.27 of the Description of the Corporation's Business chapter in the Periodic report of the Company for the year 2025, which was published on March 11, 2026 (Reference No.: 2026-01-021391) (hereinafter: the "2025 Periodic report"), which is included in the Shelf Prospectus by way of reference.

For details regarding restrictions on dividend distribution in the Company, see Section 1.5.3 of the Description of the Corporation's Business chapter in the 2025 Periodic report.

¹ The issuance of preferred shares as aforesaid will be carried out subject to compliance with the conditions set forth in the TASE Regulations and instructions according to law and the provisions of the law.

The full version of the shelf prospectus can be viewed on the Israel Securities Authority's website at www.magna.isa.gov.il and on the Tel Aviv Stock Exchange Ltd. website at www.tase.co.il.

Prospectus Date: May 15, 2026

Chapter	Page
1. Introduction	1-A
1.1 General	1-A
1.2 Permits and approvals	1-A
1.3 Legend	2-A
1.4 Company capital	2-A
1.5 BONDS in circulation	3-A
2. Securities offering according to the shelf prospectus	1-B
3. The share capital of the company	1-C
3.1 The share capital of the company as of the publication date of the shelf prospectus	1-C
3.2 Changes in capital	1-C
3.3 The holders of the company's securities	2-C
3.4 The controlling shareholders of the company	2-C
3.5 Warrants plan in the company	2-C
3.6 Share price on the stock exchange	2-C
4. The rights attached to the company's shares	1-D
4.1 The rights attached to the company's shares	1-D
4.2 Arrangements set forth in the company's articles of association	1-D
5. The issuance proceeds and their designation	1-E

Chapter	Page
6. Description of the Group's Business and its Activity	F-1
6.1 General	F-1
6.2 Material changes and innovations in the Company's business	F-1
6.3 Subsidiaries of the Company and primary affiliates	F-1
6.4 Board of Directors report on the state of the Company's affairs	F-1
6.5 Report on the status of the Company's liabilities by maturity dates	F-2
7. Management of the Company	G-1
7.1 The Company's Board of Directors and senior officers	G-1
Provisions of the Company's Articles of Association relating to the Board of Directors	G-1
7.2 Provisions regarding exemption, indemnification and insurance	G-1
7.4 Additional details	G-1
8. Interested parties in the Company	H-1
8.1 Remuneration to interested parties and senior officers	H-1
8.2 Transactions with a controlling shareholder	H-1
Holdings of interested parties and senior officers in the Company's securities	H-1
9. Financial Statements	I-1
9.1 The Financial Statements	I-1
9.2 Report on the effectiveness of internal control	I-1
9.3 Consent letter of the auditing accountants' firm	I-1
9.4 Report of events	I-2

Chapter		Page
10.	Additional Information	J-1
10.1	Legal Counsel's Opinion	J-1
10.2	Inspection of Documents	J-2
11.	Signatures	K-1

Turpaz Industries Ltd. ("the Company")

Chapter 1 - Introduction

1.1. The Company was incorporated and registered in Israel as a private company limited by shares on February 10, 2011. On May 23, 2021, the Company completed an initial offering of the Company's securities and its shares were listed for trading on the Tel Aviv Stock Exchange Ltd., and it became a public company, as this term is defined in the Companies Law.

The Company is a global company, operating, by itself and through its subsidiaries, in three areas of activity - the field of Taste, Fragrance, and Specialty fine ingredients.

The Company has a wide and diverse portfolio of products, self-developed and manufactured in its factories around the world.

For further details regarding the Company, see Section 1.3 of the Chapter on the Description of the Corporation's Business in the Periodic report for 2025.

1.2. The Company has received all the permits, approvals, and licenses required under Israeli law for the offering of securities, their issuance, and the publication of the shelf prospectus.

The securities are not being offered at this time but may be offered within the framework of the shelf prospectus, as stated in Section 23A(f) of the Securities Law, 5728-1968, and their offering will be made according to a shelf offering report in which the specific details for that offering will be completed (hereinafter: "Shelf Offering Report").

The permit from the Securities Authority to publish the shelf prospectus does not constitute verification of the details presented therein or approval of their reliability or completeness, and it does not express an opinion on the quality of the securities offered under this shelf prospectus.

The Stock Exchange has given its principled approval for the listing for trading of the securities included in the shelf prospectus, which will be offered, to the extent offered, according to a shelf offering report (hereinafter: the "Principled Approval").

The Stock Exchange's principled approval should not be seen as an approval of the details presented in the shelf prospectus or of their reliability or completeness, and it does not express an opinion on the Company or on the quality of the securities offered within the framework of the shelf prospectus or the price at which they are offered.

The granting of the principled approval does not constitute an approval for the listing for trading of the securities in accordance with the shelf prospectus, and their listing for trading will be subject to receiving approval for the listing of securities for trading according to a shelf offering report. The granting of the principled approval does not constitute a commitment to grant approval for the listing of the securities for trading according to the shelf offering report. The provisions of the TASE Regulations and instructions thereunder, as they will be in effect at the time of filing the application for listing according to the said shelf offering report, shall apply to the approval of an application for listing for trading according to a shelf offering report.

1.3. Legend

For convenience, in the shelf prospectus above and below, the following abbreviations shall have the meaning set forth beside them:

"Dollar" US Dollar

"The TASE" The Tel-Aviv Stock Exchange Ltd.

"The 2024 Periodic report" The Company's Periodic report for the year 2024, published on March 18, 2025 (Reference No.: 2025-01-017724)

"The 2025 Periodic report" The Company's Periodic report for the year 2025, published on March 11, 2026 (Reference No.: 2026-01-021391)

"The Company" or "Turpaz" Turpaz Industries Ltd.

"The Group" / "Turpaz Group" Turpaz Industries Ltd. and its subsidiaries

"The Authority" Israel Securities Authority

"The Companies Law" The Companies Law, 5759-1999

"The Securities Law" The Securities Law, 5728-1968

"NIS" New Israeli Shekel

"The Reporting Regulations" Securities Regulations (Periodic and Immediate Reports), 5730-1970

"Shelf Offering Regulations" Securities Regulations (Shelf Offering of Securities), 5766-2005

"Prospectus Details Regulations" Securities Regulations (Details of the Prospectus and the Draft Prospectus - Structure and Form), 5729-1969

1.4. Company Capital

1.4.1. The registered and issued share capital of the Company as of the date of publication of the shelf prospectus is as detailed below:

Type of Share	Registered Capital	Issued and paid-up capital as of the date of the shelf prospectus (undiluted)	Issued and paid-up capital as of the date of the shelf prospectus (fully diluted)1
Ordinary shares of no par value	1,000,000,000 shares	108,889,567 shares	111,496,527 shares

1.4.2. The company's equity components as of December 31, 2025, are as detailed below:

	In thousands of USD
Share capital	1
Share premium	177,521
Other capital reserves	(6,563)
Translation differences reserve	8,167
Retained earnings	70,658
Non-controlling interests	43,655
Total equity	293,439

1.5. BONDS in circulation

As of the shelf prospectus date, the company has no BONDS traded on the stock exchange.

Chapter 2 - Offering of Securities based on the Shelf Prospectus

Based on the shelf prospectus, ordinary shares with no par value of the company, preferred shares¹, BONDS, BONDS convertible into ordinary shares of the company, warrants exercisable into ordinary shares of the company, warrants exercisable into BONDS or into BONDS convertible into ordinary shares of the company, and commercial papers, as well as any other security that by law may be issued by virtue of the shelf prospectus at the relevant time (hereinafter collectively: "securities"), may be offered to the public according to a shelf offering report. The offering of securities based on the shelf prospectus will be carried out in accordance with the provisions of Section 23a of the Securities Law, by means of shelf offering reports, in which all the specific details of that offering will be completed, including the details and terms of the securities and the composition of the units offered, in accordance with the provisions of any law and in accordance with the TASE Regulations and directives, as they may be at that time.

¹ The issuance of preferred shares as mentioned will be carried out subject to meeting the conditions set in the TASE Regulations and directives thereunder and the provisions of the law.

B-1

Chapter 3 - Share Capital of the Company

The Share Capital of the Company as of the Publication Date of the Shelf Prospectus

3.1.

The registered share capital of the Company as of the date of the shelf prospectus is 1,000,000,000 ordinary shares registered in the name, with no par value each.

For details regarding the issued and paid-up share capital of the Company, see Section 1.4.1 of the shelf prospectus.

Changes in Capital

3.2.

Changes in Registered Capital

3.2.1.

In the three years prior to the date of the shelf prospectus, no changes occurred in the registered capital.

Changes in Issued and Paid-up Capital

3.2.2.

Below are the changes that occurred in the issued and paid-up capital of the Company in the three years prior to the date of the shelf prospectus:

Total quantity of ordinary shares with no par value (cumulative)
100,084,776	Balance as of December 31, 2022
	No changes occurred in the issued and paid-up capital in 2023
100,084,776	Balance as of December 31, 2023
	No changes occurred in the issued and paid-up capital in 2024, except for the exercise of warrants (unregistered) under the Company's ordinary share warrants plan.
100,463,556	Balance as of December 31, 2024
	During August 2025, a share issuance was carried out as part of a private placement. Within its framework, 7,105,000 ordinary shares of the Company were allocated to several institutional investors, in a total volume of approximately NIS 330 million (approximately $98 million) and at a price of NIS 46.5 per share.
	Exercise of warrants (unregistered) to employees according to the Company's ordinary share warrants plan.
108,408,160	Balance as of December 31, 2025
	During February 2026, a share issuance was carried out as part of a private placement. 358,367 ordinary shares of the Company were allocated to the founders of Attractive Scent SAS (a French private company), in a total volume of approximately $8.7 million and at a price of NIS 75.24 per share, as part of the consideration for the acquisition of the shares of the French company.
	Exercise of warrants (unregistered) to employees according to the Company's ordinary share warrants plan.

	Total amount of ordinary shares without par value (cumulative)

Total issued and paid-up capital close to the shelf prospectus date	108,889,567

3.3. Holders of the Company's securities

Regarding details, to the best of the Company's and its directors' knowledge, regarding the interested parties in the Company holding securities in the Company, close to the shelf prospectus date and at the date approximately 12 months prior to this date, see Section 8.3 of the shelf prospectus.

3.4. Controlling shareholders of the Company

The controlling shareholder of the Company is Ms. Karen Cohen Khazon, holding approximately $37.80\%$ of the issued and paid-up share capital of the Company.

3.5. Warrants plan in the Company

For details regarding the warrants plan in the Company, see the outline for granting warrants to officers and employees in the Company from 2024, see the Company's immediate report dated March 20, 2024 (reference no.: 2024-01-024088) and Note 21.c. to the Company's financial statements as of December 31, 2025, in the Periodic report for the year 2025, which are included in the shelf prospectus by way of reference.

3.6. Share price on the Stock Exchange

Below are details regarding the share price (based on unadjusted closing price in agorot), the highest and lowest at which the Company's shares were traded on the Stock Exchange, in the years 2024 and 2025, and in the period starting from 2026 until a date as close as possible to the publication of the shelf prospectus:

Date	Low price (in agorot)	Date	High price (in agorot)
27.3.2026	6,020	12.2.2026	8,882	2026 (until May 8, 2026)
2.1.2025	1,930	30.12.2025	6,760	2025
24.1.2024	1,234	24.11.2024	2,058	2024

Chapter 4 - Rights Attached to the Company's Shares

4.1 Rights Attached to the Company's Shares

For details regarding the rights attached to the Company's shares, see the text of the Company's Articles of Association, as published by the Company on May 24, 2021 (Reference No.: 2021-01-029134), the contents of which are brought in the shelf prospectus by way of reference (hereinafter: the "Company's Articles").

There is one class of shares in the Company. In accordance with Section 11 of the Company's Articles, every ordinary share in the Company's capital has equal rights, for all intents and purposes, to every other ordinary share, including the right to a dividend, bonus shares, and participation in the distribution of the Company's surplus assets upon liquidation, in proportion to the par value of each share, without taking into account any premium paid thereon, all subject to the provisions of the Articles. In accordance with Section 12 of the Articles, each of the ordinary shares entitles its owner to the right to participate in the general meeting of the Company and to one vote in a ballot.

4.2 Arrangements Stipulated in the Company's Articles

Below are detailed arrangements stipulated in the Company's Articles in accordance with certain provisions of the Companies Law as specified in Regulation 26(d) of the Prospectus Details Regulations, insofar as arrangements different from the default in the Companies Law were stipulated in the Articles regarding these provisions in the Companies Law:

4.2.1. Section 46: Assumption and Transfer of Powers (Section 50 of the Companies Law)

"46. ..."

Subject to the provisions of the Companies Law, the General Meeting may, by an ordinary majority, assume powers granted to another organ and also transfer powers granted to the General Manager to the powers of the Board of Directors, all regarding a specific matter or for a specific period of time that does not exceed the time period required under the circumstances."

4.2.2. Sections 55 to 58: Quorum and Chairperson of the General Meeting (Section 81 of the Companies Law)

"Discussion at a General Meeting shall not commence unless a quorum is present at the time the meeting opens. A quorum shall be formed when shareholders holding at least 33% of the voting rights are present, in person or by proxy, within half an hour from the time set for the opening of the meeting, unless otherwise stipulated in these Articles.
If a quorum is not present at the General Meeting at the end of half an hour from the time set for the commencement of the meeting, the meeting shall be adjourned for one week, to the same day, the same time, and the same place, without any obligation to notify the shareholders thereof, or to a later date if such is specified in the notice of the meeting, or to another day, time, and place as determined by the Board of Directors in a notice to the shareholders.
If a quorum is not present at the adjourned meeting, as stated in Articles 57 or 76 of the Articles, after half an hour from the time set for it, the meeting shall take place with any number of participants. Notwithstanding

D-1

Notwithstanding the above in this regulation, if the general meeting was convened upon the demand of shareholders as stated in regulations 50 and 51 of these articles, the adjourned meeting shall take place only if there were present at least the number of shareholders required for convening a meeting as stated in regulation 50.

The chairman of the board or, in his absence, any director appointed for this purpose by the board, shall preside as chairman at every general meeting of the company. If there is no such chairman, or if at any meeting none of them is present within fifteen minutes after the time appointed for the commencement of the meeting, or if they refuse to act as chairman of the meeting, the directors present may, by a majority of votes among them, elect a chairman from among themselves or from among the officers of the company present at the meeting, and if they do not do so – the shareholders present themselves or by proxy shall elect one of the directors or one of the officers present to preside as chairman of the meeting. If no directors or officers are present or if the directors or officers all refuse to preside as chairman of the meeting, they shall elect one of the shareholders or a proxy of a shareholder as aforesaid, to preside as chairman of the meeting."

4.2.3. Article 108.1: Voting in the Board (Section 105 and 107 of the Companies Law)

"108.1. In a vote in the board, each director shall have one vote. Board resolutions shall be passed by a majority of the votes of the directors present at the meeting and voting therein, without taking into account the votes of those abstaining. The chairman of the board shall not have an additional or casting vote."

4.2.4. Article 128: Exemption (Section 259 of the Companies Law)

"128. Subject to the provisions of the Companies Law and the provisions of the Securities Law, the company may exempt an officer therein, from his liability, in whole or in part, for damage due to a breach of the duty of care towards it. However, a company may not exempt a director in advance from his liability towards it due to a breach of the duty of care in a distribution."

D-2

Chapter 5 - Offering Proceeds and their Use

In accordance with Regulation 25a(a) of the Prospectus Details Regulations and Regulation 4(b) of the Shelf Offering Regulations, the details set forth in Chapter VI of the Prospectus Details Regulations will be detailed in the shelf offering reports, if any.

E-1

CHAPTER 6 – DESCRIPTION OF THE GROUP'S BUSINESS AND ITS ACTIVITIES

6.1. General

In accordance with Regulation 44(a)(1) and Regulation 26 of the Prospectus Details Regulations, the Company refers to the Description of the Company's Business chapter in the Periodic report for 2025, which is included in the shelf prospectus by way of reference.

6.2. Material Changes and Innovations in the Company's Business

For details regarding material changes and innovations that occurred in the Company's business after the publication of the Company's Periodic report for 2025, see the events report attached to Chapter 9 of the shelf prospectus.

6.3. Subsidiaries of the Company and Main Affiliated Companies

6.3.1. For the list of investments in subsidiaries and main affiliated companies as of December 31, 2025, and for changes in investments, see Regulations 11 and 12 of Chapter D (Additional Details on the Corporation) in the Periodic report for 2025, which is included in the shelf prospectus by way of reference.

6.3.2. For the list of investments in subsidiaries and main affiliated companies as of December 31, 2024, and for changes in investments, see Regulations 11 and 12 of Chapter D (Additional Details on the Corporation) in the Periodic report for 2024, which is included in the shelf prospectus by way of reference.

6.3.3. For information regarding profit (loss) and income from subsidiaries and main affiliated companies, see Regulation 13 of Chapter D (Additional Details on the Corporation) in the Periodic report for 2025, which is included in the shelf prospectus by way of reference.

6.3.4. For information regarding profit (loss) and income from subsidiaries and main affiliated companies, see Regulation 13 of Chapter D (Additional Details on the Corporation) in the Periodic report for 2024, which is included in the shelf prospectus by way of reference.

6.3.5. To the best of the Company's and its directors' knowledge, close to the date of the shelf prospectus, there is no third party holding more than 25% of the issued share capital or the voting power or the authority to appoint directors in subsidiaries and main affiliated companies.

6.4. Board of Directors' Report on the State of the Company's Affairs

In accordance with Regulation 44(a) of the Prospectus Details Regulations and Regulation 26 of the Prospectus Details Regulations, the Board of Directors' Report on the state of the Company's business as of December 31, 2025, is included in this prospectus by way of reference to Chapter B "Board of Directors' Report on the State of the Corporation's Affairs" of the Periodic report for 2025.

6.5. Report of the Status of the Company's Liabilities by Repayment Dates

In accordance with Regulation 26 of the Prospectus Details Regulations, the report of the status of the company's liabilities by repayment dates as of December 31, 2025, is included in the shelf prospectus by way of reference to the report published by the company on March 11, 2026 (Reference No.: 2026-01-021391).

F-2

Chapter 7 - Company Management

7.1. Company Board of Directors and Senior Officers

7.1.1. Members of the Company's Board of Directors

For details regarding the members of the Company's Board of Directors according to Regulation 26(a) of the Reporting Regulations, see Regulation 26 of Chapter D of the Periodic report for the year 2025.

7.1.2. Senior Officers of the Company

For details regarding the senior officers of the Company according to Regulation 26a of the Reporting Regulations, see Regulation 26a of Chapter D of the Periodic report for the year 2025.

7.1.3.

As of the report date, the Company has not adopted in its articles of association a provision regarding the rate of independent directors. As of the report date, two external directors and one independent director serve in the Company.

7.1.4.

As of the date of the shelf prospectus, there are no independent authorized signatories in the Company, as defined in the Securities Law.

7.2. Provisions of the Company's Articles of Association Relating to the Board of Directors

For details regarding the provisions of the Company's articles of association relating to the Company's Board of Directors, see the fourth chapter of the Company's Articles of Association, as published by the Company on May 24, 2021 (Reference No.: 2021-01-029134), the contents of which are included in the shelf prospectus by way of reference. For details regarding the arrangements set forth in the Company's articles of association in relation to certain provisions of the Companies Law – see Chapter 4 of the shelf prospectus.

7.3. Provisions Regarding Exemption, Indemnification, and Insurance

For details regarding the exemption, indemnification, and insurance arrangements applicable to the officers and directors of the Company, according to Regulation 29a of the Reporting Regulations, see Regulation 29a of Chapter D of the Periodic report for the year 2025.

7.4. Additional Details

7.4.1. The lawyers of the shelf prospectus

Goldfarb Gross Seligman & Co. Law Firm, 1 Azrieli Center, Tel Aviv.

7.4.2. The accountants of the Company

Ernst & Young EY accountants firm.

7.4.3. The Company's registered office

10 HaShita, Caesarea, 3079856.

Chapter 8 - Interested Parties in the Company

8.1. Remuneration to Interested Parties and Senior Officers

For details regarding the remuneration provided for the years 2024 and 2025 to each of the five highest-paid parties, among the senior officers in the corporation or in a corporation under its control (which include the three highest-paid parties among the senior officers in the company itself), as well as remuneration provided to interested parties, who were not included among the said remuneration recipients – according to Regulation 21 of the Reporting Regulations, see Regulation 21 of Chapter D in the Periodic report for the year 2024 and Regulation 21 of Chapter D in the Periodic report for the year 2025, which are included in the Shelf Prospectus by way of reference.

8.2. Transactions with a controlling shareholder

For details regarding transactions with a controlling shareholder or in which the controlling shareholder has a personal interest in their approval, in which the company, a company under its control or its affiliated companies are parties, see Regulation 22 of Chapter D in the Periodic report for the year 2024, and in Regulation 22 of Chapter D in the Periodic report for the year 2025, which are included in the Shelf Prospectus by way of reference.

8.3. Holding of securities of the Company by interested parties and senior officers

For details, to the best of the Company's knowledge, regarding the securities that interested parties and senior officers in the Company hold in the Company or in any subsidiary thereof or in any affiliated company thereof, as of the date preceding the date of publication of the shelf prospectus by 12 months, and as of a date close to the date of the shelf prospectus, see the Company's immediate reports dated April 3, 2025 (Reference No.: -2025-01-024507) and April 23, 2026 (Reference No.: 2026-01-037500).

H-1

Chapter 9 – Financial Statements

9.1. The Financial Statements

9.1.1. The consolidated financial statements of the Company as of December 31, 2025, are included in the shelf prospectus by way of reference to such reports, as published on March 11, 2026, as part of the Periodic report for the year 2025, in accordance with Regulation 60b of the Prospectus Details Regulations.

9.1.2. The separate financial information of the Company as of December 31, 2025, according to Regulation 9c of the Reporting Regulations, is included in the shelf prospectus by way of reference to such report, as published on March 11, 2026, as part of the Periodic report for the year 2025, in accordance with Regulation 60b of the Prospectus Details Regulations.

9.2. Report on the Effectiveness of Internal Control

A report on the effectiveness of the Company's internal control as of December 31, 2025 (including statements by the CEO, Deputy CEO, and the most senior officer in the field of finance), according to Regulation 9b of the Reporting Regulations, is included in the shelf prospectus by way of reference to such report, as published on March 11, 2026, as part of the Periodic report for the year 2025, in accordance with Regulation 60e of the Prospectus Details Regulations.

9.3. Consent Letter from the Auditing Accountants Firm

The Company was provided with a consent letter from the auditing accountants firm to include in the shelf prospectus, including by way of reference, the auditing accountants' report as stated in Section 9.1 above, which is included in the shelf prospectus by way of reference.

9.4. Event Report

Event Report

Below is an event report (as defined in Regulation 56A of the Prospectus Details Regulations), occurring after the signing date of the Company's financial statements as of December 31, 2025 (which were signed on March 10, 2026) and until the date of publication of the shelf prospectus.

Further to Note 5e to the Company's financial statements as of December 31, 2025, regarding the addendum to the purchase agreement for the company Attractive Scent (the "French Company"), on March 18, 2026, the Company completed the allocation of shares to the two sellers (founders of the French Company) as part of the consideration for the purchase of the remaining shares in the French Company.
On March 29, 2026, the Company exercised an option to purchase the remaining shares of the subsidiary Balirom Ltd. from the minority shareholders, in accordance with the agreements between the parties, for a total consideration of approximately NIS 14,178 thousand, so that after exercising the option, the Company holds 100% of the issued and paid-up share capital of Balirom Ltd.
On March 31, 2026, the Company submitted a merger proposal to the Registrar of Companies in connection with a non-material merger of the Company with Balirom Ltd., a wholly-owned subsidiary of the Company, such that it will merge with and into the Company. The execution and completion of the merger are subject, among other things, to the submission of a notice to the Tax Authority in accordance with the provisions of Section 103 of the Income Tax Ordinance and the regulations thereunder, as well as to obtaining approvals from third parties, as required, and to the execution of actions required to complete the merger in accordance with the Companies Law and the Companies Regulations (Merger), 5759-2000.
On May 1, 2026, the Company, through Klabin, its wholly-owned subsidiary, signed an agreement to purchase 100% of the share capital of Phoenix Flavors & Fragrance Inc (a private American company) ("Phoenix"), a private American company, from an American private equity fund, for a total consideration of $95 million paid at the time of signing (the "Consideration"), and additional consideration of up to $5 million based on Phoenix's performance during the second and third quarters of 2026. The consideration includes a net debt repayment of approximately $63 million, and also includes estimated working capital and net debt adjustments for the completion date, which are subject to final adjustments to be determined within two quarters from the transaction completion date. The transaction was completed at the time of signing and was funded from Turpaz's independent sources.

Phoenix is engaged in the development, production, marketing, and sale of fragrances used primarily for air freshener products, personal care, and home fragrance, as well as flavor extracts for the food and beverage industry.

On May 12, 2026, the Company completed, through Turpaz Belgium, the purchase of 70% of the share capital of Romessence SAS, a private French company located in Grasse, the heart of the global fragrance industry ("Romessence"), from its founders, for a total consideration of approximately EUR 22.6 million. The transaction was financed through long-term bank financing. The agreement includes a mutual option (Put/Call) to purchase the remaining shares in Romessence (approximately 30% of its share capital), exercisable starting three years from the transaction completion date, at an exercise price based on Romessence's business performance in the period from January 1, 2026, until the option exercise date, which will be paid in cash or in Turpaz.

T-2

Through Turpaz shares that will be allocated according to their average price in the 30 calendar days preceding the exercise date, at the choice of the founders. Romessence, founded in 1997, develops, manufactures, and markets fragrance extracts for the luxury perfume industry (Fine Fragrances), as well as for personal care products, cosmetics, and ambient scents.

Dr. Israel Leshem
Chairman of the Board of Directors

Karen Cohen Khazon
Chief Executive Officer
and Director

Guy Gill
Deputy CEO and Chief
Financial Officer

Date: May 14, 2026

T-3

Kost Forer Gabbay & Kasierer

144 Menachem Begin Road,

Tel-Aviv 6492102

Tel. +972-3-6232525

Fax +972-3-5622555

ey.com

May 14, 2026

To:

The Board of Directors of Turpaz Industries Ltd. (hereinafter – "the Company")

10 Hashita

Caesarea

Dear Sir/Madam,

Re: Shelf Prospectus of Turpaz Industries Ltd. dated May 2026

We hereby inform you that we consent to the inclusion (including by way of reference) in the subject Shelf Prospectus of our reports as detailed below:

The independent accountant's report dated March 10, 2026 on the consolidated financial statements of the Company as of December 31, 2025 and for the year then ended.
The independent accountant's report dated March 10, 2026 on the separate financial information of the Company in accordance with Regulation 9C of the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970 as of December 31, 2025 and for the year then ended.

Sincerely,

Kost Forer Gabbay & Kasierer

Accountants

Chapter 10 - Additional Details

10.1. Legal Opinion

The Company has received the following legal opinion:

Tel-Aviv, May 14, 2026

Turpaz Industries Ltd.

Dear Sir/Madam,

Re: Shelf Prospectus of Turpaz Industries Ltd. (hereinafter: the "Shelf Prospectus" and the "Company", respectively)

Per your request, we hereby provide our opinion as follows:

The Company's directors were duly appointed and their names are mentioned in the Shelf Prospectus.

We agree that this opinion will be included in the Shelf Prospectus.

Sincerely,

Ofer Hanokh, Adv. Roi Reis, Adv. Einav Levy, Adv.

Goldfarb Gross Seligman & Co. Law Offices

10.2. Review of Documents

Copies of the shelf prospectus, the reports, the approvals, and the legal opinions mentioned in the shelf prospectus, as well as the company's incorporation documents, are available for review at the company's registered office during regular business hours.

A copy of the shelf prospectus published on the Israel Securities Authority's website at www.magna.isa.gov.il can be viewed.

Chapter 11 – Signatures

The Company:

Turpaz Industries Ltd.

The Directors:

Dr. Israel Leshem

Keren Cohen Hazon

Limor Avidor

Mordechai Peled

Shai Shlomo Hazon

Erez Meltzer

Ohad Finkelstein

11-1

5/14/2026 | 3:18:13 PM

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Turpaz Industries Ltd. — Capital/Financing Update 2026

7098_rns_2026-05-14_082ce78a-bf61-4f41-b8d6-2a81ae7f4818.pdf

Turpaz Industries Ltd.

Table of Contents

Turpaz Industries Ltd. ("the Company")

Chapter 1 - Introduction

1.3. Legend

1.4. Company Capital

1.5. BONDS in circulation

Chapter 2 - Offering of Securities based on the Shelf Prospectus

Chapter 3 - Share Capital of the Company

The Share Capital of the Company as of the Publication Date of the Shelf Prospectus

Changes in Capital

Changes in Registered Capital

Changes in Issued and Paid-up Capital

3.3. Holders of the Company's securities

3.4. Controlling shareholders of the Company

3.5. Warrants plan in the Company

3.6. Share price on the Stock Exchange

Chapter 4 - Rights Attached to the Company's Shares

4.1 Rights Attached to the Company's Shares

4.2 Arrangements Stipulated in the Company's Articles

4.2.1. Section 46: Assumption and Transfer of Powers (Section 50 of the Companies Law)

4.2.2. Sections 55 to 58: Quorum and Chairperson of the General Meeting (Section 81 of the Companies Law)

4.2.3. Article 108.1: Voting in the Board (Section 105 and 107 of the Companies Law)

4.2.4. Article 128: Exemption (Section 259 of the Companies Law)

Chapter 5 - Offering Proceeds and their Use

CHAPTER 6 – DESCRIPTION OF THE GROUP'S BUSINESS AND ITS ACTIVITIES

6.1. General

6.2. Material Changes and Innovations in the Company's Business

6.3. Subsidiaries of the Company and Main Affiliated Companies

6.4. Board of Directors' Report on the State of the Company's Affairs

6.5. Report of the Status of the Company's Liabilities by Repayment Dates

Chapter 7 - Company Management

7.1. Company Board of Directors and Senior Officers

7.1.1. Members of the Company's Board of Directors

7.1.2. Senior Officers of the Company

7.1.3.

7.1.4.

7.2. Provisions of the Company's Articles of Association Relating to the Board of Directors

7.3. Provisions Regarding Exemption, Indemnification, and Insurance

7.4. Additional Details

7.4.1. The lawyers of the shelf prospectus

7.4.2. The accountants of the Company

7.4.3. The Company's registered office

Chapter 8 - Interested Parties in the Company

8.1. Remuneration to Interested Parties and Senior Officers

8.2. Transactions with a controlling shareholder

8.3. Holding of securities of the Company by interested parties and senior officers

Chapter 9 – Financial Statements

9.1. The Financial Statements

9.2. Report on the Effectiveness of Internal Control

9.3. Consent Letter from the Auditing Accountants Firm

9.4. Event Report

Event Report

Chapter 10 - Additional Details

10.1. Legal Opinion

10.2. Review of Documents

Chapter 11 – Signatures

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