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Villar International Ltd. Capital/Financing Update 2026

Feb 12, 2026

7107_rns_2026-02-12_5c5a4ce0-0862-47f4-a909-a79e4390b2ea.pdf

Capital/Financing Update

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Villiar International Ltd.

February 12, 2026

To: To:
Israel Securities Authority Tel Aviv Stock Exchange Ltd.
Via MAGNA Via MAGNA

Dear Sir/Madam,

Re: Immediate Report - Notice of offering results based on a Shelf Offering Report dated February 12, 2026

In accordance with Section 30 of the Securities Law, 5728 - 1968, and the Securities Regulations (Notice of results of the offering in the Prospectus), 5730 – 1969, Villiar International Ltd. (hereinafter: the "Company") is honored to hereby announce the results of the offering under the Company's Shelf Offering Report published on February 12, 2026 (hereinafter: the "Shelf Offering Report"), based on a shelf prospectus dated January 27, 2026 (hereinafter: the "Prospectus") :

.1 According to the Shelf Offering Report, there were offered to the public, in a uniform offer, up to NIS 402,049,000 par value of BONDS (Series 12), registered in name, in 402,049 units, each including NIS 1,000 par value BONDS (Series 12) ("Series 12 Units"), by way of a tender for the interest rate, where the maximum interest rate was set at 2.48% ; and up to NIS 394,232,000 par value of BONDS (Series 11), registered in name, in 394,232 units, each including NIS 1,000 par value BONDS (Series 11) ("Series 11 Units"), by way of a series expansion in a tender for the unit price, where the minimum unit price was set at NIS 1,071 per unit, all as detailed in the Shelf Offering Report.

.2 Results of the tender regarding BONDS (Series 12) :

  • 2.1 Within the framework of the tender, a total of 41 orders were received for the purchase of 341,844 Series 12 Units, where all such orders were received from classified investors, within the framework of an early commitment from classified investors, as detailed in Section 3.3 of the Shelf Offering Report.
  • 2.2 In accordance with the tender conditions, the annual interest rate that the BONDS (Series 12) will bear is 2.48% ("the interest rate set in the tender") and the semi-annual interest rate that the BONDS (Series 12) will bear is 1.24%.
  • 2.3 In accordance with Section 1.1.5 of the Shelf Offering Report, the first interest payment for the BONDS (Series 12) will be paid on June 30, 2026, for the period starting on the first clearing day following the tender day (i.e., the date on which the securities subscriber was charged for the offering proceeds) and ending on June 29, 2026, regarding which interest will be calculated according to the number of days in this period on a 365 day year basis. Accordingly, the interest rate to be paid for the first interest period of the BONDS (Series 12) is 0.917%.

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  • 2.4 In accordance with the terms of the offer, 341,844 units of Series 12 will be allocated. The allocation of Series 12 units in the tender was performed as follows:
  • 2.4.1. 33 orders for the purchase of 315,094 units of Series 12, which specified an interest rate lower than the interest rate set in the tender, were fully met, where all were received within the framework of a prior commitment of classified investors, as detailed in Section 3.3 of the shelf offering report.
  • 2.4.2. 8 orders for the purchase of 26,750 units of Series 12, which specified the interest rate set in the tender, were fully met, where all were received within the framework of a prior commitment of classified investors, as detailed in Section 3.3 of the shelf offering report.
  • 2.5 The immediate gross proceeds received by the Company within the framework of the public offering amount to a total of approximately NIS 341.844 million.

.3 Results of the tender regarding BONDS (Series 11):

  • 3.1 Within the framework of the tender, a total of 41 orders were received for the purchase of 336,134 units of Series 11, where all such orders were received from classified investors, within the framework of a prior commitment of classified investors, as detailed in Section 3.4 of the shelf offering report.
  • 3.2 In accordance with the terms of the tender, the price per unit of the BONDS (Series 11) is NIS 1,071 ("the unit price set in the tender").
  • 3.3 In accordance with the terms of the offer, 336,134 units of Series 11 will be allocated. The allocation of Series 11 units in the tender was performed as follows:
  • 3.3.1. 33 orders for the purchase of 287,404 units of Series 11, which specified a price per unit of Series 11 higher than the unit price set in the tender, were fully met, where all were received within the framework of a prior commitment of classified investors, as detailed in Section 3.4 of the shelf offering report.
  • 3.3.2. 8 orders for the purchase of 48,730 units of Series 11, which specified the unit price for Series 11 set in the tender, were fully met, where all were received within the framework of a prior commitment of classified investors, as detailed in Section 3.4 of the shelf offering report.
  • 3.4 The immediate gross proceeds received by the Company within the framework of the public offering amount to a total of approximately NIS 360 million.
  • .4 The offering of Series 12 units and Series 11 units was not guaranteed by underwriting.

The Company thanks the ordering public for its response to the offer according to the prospectus and the shelf offering report.

Villar International Ltd.

By Matan Tisser, CEO