Veridis Environment Ltd. — Capital/Financing Update 2026

Jun 3, 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.

Veridis Environment Ltd.

("The Company")

June 3, 2026

To

Securities Authority

www.isa.gov.il

To

The Tel Aviv Stock Exchange Ltd.

www.tase.co.il

Re: Progress in the Hadera Power Station Expansion Project and Exercise of the Option to Extend the Lease Agreement for Land Owned by the Subsidiary Infinira Ltd.

Following the Company's Board of Directors report for the first quarter of 2026¹, regarding the advancement of the Hadera 2 Project (Hadera Expansion), a combined-cycle natural gas-powered power station with an estimated capacity of approximately 850 MW², intended for construction on land owned by the subsidiary Infinira Ltd., adjacent to the Hadera power station of OPC Israel Ltd. ("The Project", "Infinira", "The Land", and "OPC Israel", as applicable), the Company updates as follows:

1. On June 2, 2026, the project company, OPC Hadera Expansion Ltd.³ ("The Project Company") entered into an agreement with a banking corporation for the financing of the project's construction in the amount of approximately NIS 4.8 billion ("The Financing Agreement")⁴.
2. Also, on June 2, 2026, the Project Company entered into an agreement with a construction contractor for the construction of the project, in an EPC format as is customary for projects of this type ("The Construction Agreement")⁵.
3. Within this framework, and following Section D.2. of the Company's Board of Directors report for the first quarter of 2026, the Project Company announced the exercise of the option to lease the land for a period of 24 years and 11 months. For further details regarding the fair value assessment of the land (investment property owned by Infinira - Hadera 1 and Hadera 2) which was estimated as of March 31, 2026, at approximately NIS 400 million, see Section D.2. of the Company's Board of Directors report for the first quarter of 2026. In light of the exercise of the option as stated, the uncertainty component regarding the lease agreement as described in the first quarter report for 2026 has decreased, and the Company estimates that the fair value of the aforementioned investment property will rise to approximately NIS 450 million.

It should also be noted that the Company continues to conduct advanced negotiations with OPC Israel for an agreement to sell the rights in the property instead of the lease agreements, for a total expected consideration of approximately NIS 450 million. As of this date, there is no certainty as to the completion of the sale agreement, its terms, or the final consideration that will be determined.

In addition to the above, upon entering into the project agreements described above, and receiving the relevant permits, OPC Israel intends to apply for tariff approval from the Electricity Authority in accordance with the expected regulatory arrangement for the project⁶, and shortly thereafter

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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.

1. See Section D.2. of the Company's Board of Directors report for the first quarter of 2026, as published on May 24, 2026 (Reference No: 2026-01-047426) ("First Quarter Report for 2026"), the details of which are included by way of reference. For further details about the project, see also Section 1.10.7.23 in Chapter A (Description of the Corporation's Business) in the Periodic report of the company for 2025, as published on March 16, 2026 (Reference No: 2026-01-023104) ("The 2025 Periodic report"), the details of which are included by way of reference.
2. The contractual capacity is subject to a grid injection limit of approximately 670 MW until mid-2035 ("The Capacity Limit").
3. The Project Company is wholly owned by OPC Power Plants, which is held (indirectly) at 20% by the Company, through its holding in OPC Israel.
4. Completion of obtaining the financing under the Financing Agreement is subject to the fulfillment of conditions precedent, including receiving tariff approval from the Electricity Authority, as well as additional conditions which there is no certainty will be received on the planned date, if at all. The fulfillment of the conditions precedent for the withdrawal and actual utilization of the credit facilities is forward-looking information, as defined in the Securities Law, the fulfillment of which is uncertain and not under the exclusive control of OPC Israel, including as stated below.
5. Prior to the delivery of the Notice to Proceed (NTP), the Project Company is required to obtain the necessary permits for the construction of a power station.
6. For details about the regulation planned to apply to the project (Decision No. 70804 - Regulation for conventional generation units), and the tariff set therein subject to receiving tariff approval by June 30, 2026, see Section 1.10.7.10 of the 2025 Periodic report. As of the date of the report, there is no certainty as to the guarantee of regulation for the project. It should be noted that on May 24, 2026, a conditional production license was received for the project signed by the Minister of Energy.

then OPC Israel intends to issue a Notice to Proceed (NTP) to the construction contractor. Simultaneously, OPC Israel is acting to promote additional agreements related to the project. As of the reporting date, the expected construction cost of the project (100%) is estimated in the range of approximately NIS 4.8-5.2 billion. The timeline for completing the construction works for the purpose of the construction agreement was set during the year 2030.

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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. .

The information in this report regarding the project, including regarding the expected completion/start dates of construction, the financing agreement, the receipt of tariff approval and the date of its receipt, the applicability of the regulation and the expected commercial layout, the capacity and characteristics of the project (including the capacity limit and the period for its termination), the entry into additional project agreements and their terms, the receipt of relevant approvals and/or regarding the expected costs involved in the project including the estimate of the total expected construction cost of the project (as well as regarding negotiations for the purchase of the project land) and also regarding the effect on the fair value of the investment property in light of the exercise of the option to extend the lease agreement, includes forward-looking information as defined in the Securities Law, which is based, among other things, on the assessments of OPC Israel and the Company as of the date of the report and whose fulfillment (in whole or in part) is not certain. The completion of the project may not occur or may occur in a different manner than stated above, among other things, due to dependence on various factors, including those not under the control of the Company or OPC Israel, such as completion of construction and connection works, power extraction from the project site and/or connection to infrastructure (including the electrical grid and gas infrastructure), receipt of permits, the applicability of relevant regulation, completion of construction works, final construction costs, equipment and acquisition of land rights, equipment integrity, force majeure events and/or the terms of engagement with major suppliers (including a gas supplier), whose fulfillment, manner of fulfillment, or final terms are not certain. In practice, delays and/or technical, operational or other failures and/or increased costs and/or other changes may occur, among other things, as a result of the factors stated above, or as a result of the occurrence of one or more of the risk factors to which the Company is exposed in the field of activity, including construction risks (including "force majeure" events, the security situation and its consequences), regulatory risks, licensing, environmental factors, macroeconomic changes, delays/failures in performing construction works or connection to grids and infrastructure, delays and increased costs related to supply chains, factors related to major suppliers and financing costs and more. For further details about risk factors, see Section 1.10.27 of Part A of the 2025 Periodic report. Accordingly, there is no certainty as to the execution of the project. It is further clarified that delays in completing the project beyond the original planned date intended for it or its execution for any reason whatsoever involve increased costs or loss of expenses and payments (including by virtue of agreements into which the project entered) and/or may affect the ability of OPC Israel and/or its subsidiaries to meet obligations toward third parties (including by virtue of guarantees provided or the applicable regulation) and/or lead to additional costs, payment of compensation or taking of legal proceedings.

Sincerely,

Veridis Environment Ltd.

By: Benny Bar On, CFO

and Hagit Benish, Legal Counsel

6/3/2026 | 5:49:58 AM | v1.2.5