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Shelf offering report which also constitutes a specification for a full conditional tender offer

By way of an exchange tender offer

For the purchase of 7,561,526 registered ordinary shares, par value NIS 0.1 each

Malam-Team Ltd.

("Malam-Team" and "Tender Offer", respectively)

Offered by

Malam-Team Holdings Ltd.

("the Offerer")

Report Date: June 22, 2026

Table of Contents

Section		Page
1.	Details about the shares offered for purchase	4
2.	Details about the offered consideration	5
3.	Details about the Offerer	6
4.	Conditions to which the Offerer's obligation in the tender offer is subject	8
5.	Details about the acceptance and payment for the shares	10
6.	Offerer's withdrawal from the tender offer or non-completion of the tender offer	15
7.	Postponement of the final acceptance date and amendment of the tender offer	16
8.	Notices given by Malam-Team shareholders to the Offerer	17
9.	Provisions of Sections 337 and 338 of the Companies Law	17
10.	Turning Malam-Team into a private company and delisting the shares from trading on the stock exchange	19
11.	Taxation	20
12.	Authority of the Securities Authority	20
13.	Avoidance of making arrangements	21
14.	Permits and approvals	21
15.	Payment of fee	22
16.	Consideration and incidental expenses of the Offerer	22
17.	Details of material changes and innovations that occurred in any matter to be described in the shelf prospectus, which have occurred since the date of publication of the Offerer's shelf prospectus	22
18.	Details about the Offerer's representatives regarding the handling of the specification	22
19.	Consent to inclusion	22
20.	Legal opinion	24
21.	Signatures	25

Appendices

Appendix A	Acceptance notice of an unregistered holder	26
Appendix B	Acceptance notice of a TASE member	28
Appendix C	Acceptance notice of a registered shareholder	29
Appendix D	Share transfer deed by a registered shareholder	31
Appendix E	Preliminary approval granted by the Tax Authority	32

Shelf offering report which also constitutes a specification for a full conditional tender offer

By way of an exchange tender offer

For the purchase of 7,561,526 registered ordinary shares, par value NIS 0.1 each

Malam-Team Ltd.

("Malam-Team")

Offered by

Malam-Team Holdings Ltd.

("the Offerer")

Pursuant to the shelf prospectus of the Offerer dated January 2, 2025 ("the Shelf Prospectus")¹, and in accordance with the provisions of the Securities Law, 5728-1968 ("Securities Law"), the Securities Regulations (Shelf Offering of Securities), 5765-2005, the Companies Law, 5759-1999 ("Companies Law") and the Securities Regulations (Tender Offer), 5760-2000 ("Tender Offer Regulations"), the Offerer hereby submits a full conditional exchange tender offer to purchase all the ordinary shares, par value NIS 0.1 each, of Malam-Team ("the Shares" or "Malam-Team Shares") held by the Offerees as defined below, in exchange for registered ordinary shares, par value NIS 1 each, of the Offerer ("Offerer Shares") for each Malam-Team share (i.e., an exchange ratio of 1:0.555), to be issued by the Offerer ("Tender Offer Consideration" or "Offered Shares"), all in accordance with the terms of this shelf offering report (which also constitutes a specification as defined in the Tender Offer Regulations) ("the Exchange Tender Offer", "the Specification" and "Shelf Offering Report" or "the Report", respectively).

As of the Report Date, there are 21,895,230 ordinary shares, par value NIS 0.1 each, in the issued and paid-up capital of Malam-Team (excluding 4,246,420 dormant shares).

The Exchange Tender Offer is addressed to all shareholders of Malam-Team, except in relation to 4,246,420 dormant shares of Malam-Team and except in relation to 8,304,694 Malam-Team shares held by the Offerer and 6,029,010 Malam-Team shares held by Bronbran Ltd., a wholly-owned subsidiary of the Offerer (totaling 14,333,704 Malam-Team shares), which represent approximately 65.46% of the issued and paid-up share capital of Malam-Team and its voting rights (no change on a fully diluted basis) (the shareholders to whom the Exchange Tender Offer is addressed shall be referred to hereinafter as: "the Offerees").

As of the date of the Report, the shares held by the Offerees and offered for purchase in the Tender Offer include 7,561,526 shares, representing approximately 34.54% of the issued and paid-up share capital of Malam-Team and its voting rights (no change on a fully diluted basis) ("the Shares Offered for Purchase").

The Tender Offer and the Offerer's commitment to purchase the Offerees' shares in the tender offer according to this report is contingent upon the fulfillment of the conditions set forth in Section 337 of the Companies Law, regarding the acceptance of a full tender offer and forced sale. In the event that the said conditions are not met with respect to the shares offered for purchase, it will be considered as if the minimum response rate was not met and the Offerer will not purchase any shares under this specification at all. For further details, see Section 4 of this report below.

In accordance with Section 338(c) of the Companies Law, the Offerer hereby announces that an Offeree who accepts the exchange tender offer that was accepted as stated in Section 337(a) or 337(a1) of the Companies Law, shall not be entitled to an appraisal remedy under Section 338 of the Companies Law.

Published on January 1, 2025 (Reference: 2025-01-000231) under the Offerer's previous name - Arad Investment & Industrial Development Ltd. On January 16, 2025, the Offerer changed its name from Arad Investment & Industrial Development Ltd. to its current name.

In the event that the exchange tender offer for shares is completed such that Malam-Team becomes a private company, Malam-Team shares will be delisted from trading, according to the TASE Regulations of the Tel Aviv Stock Exchange Ltd. ("the Stock Exchange"), as detailed in Section 10 below.

To the extent that the minimum response rate is not met and the exchange tender offer is not completed, nothing in this specification shall limit the Offerer from carrying out other future tender offers for Malam-Team shares, and the Offerer may publish an additional tender offer at any time and under such conditions as it sees fit, without being bound by the terms of this exchange tender offer, all subject to the Tender Offer Regulations.

1. Details about the shares offered for purchase

1.1 Below are the details of the highest closing price and the lowest closing price (in agorot) of Malam-Team's share on the Stock Exchange in each of the twelve (12) months preceding the date of this specification, namely, in the period between June 22, 2025, and June 22, 2026, taking into account any dividend distribution or bonus shares, split, consolidation of capital, or rights offering to Malam-Team's security holders:

Month	High Closing Price		Low Closing Price
	Date(1)	Price (in agorot)	Date(1)	Price (in agorot)
June 2025(2)	29.06.2025	9,951	08.06.2025	8,479
July 2025	23.07.2025	11,720	01.07.2025	10,260
August 2025	26.08.2025	11,820	12.08.2025	10,670
September 2025	10.09.2025	12,220	17.09.2025	11,210
October 2025	12.10.2025	14,390	05.10.2025	12,280
November 2025	12.11.2025	15,770	26.11.2025	13,030
December 2025	30.12.2025	13,400	15.12.2025	12,600
January 2026	06.01.2026	14,510	29.01.2026	13,030
February 2026	02.02.2026	13,190	25.02.2026	8,773
March 2026	06.03.2026	10,770	30.03.2026	7,612
April 2026	27.04.2026	8,538	13.04.2026	7,871
May 2026	04.05.2026	8,785	28.05.2026	7,710
June 2026(3)	03.06.0226	8,160	19.06.2026	7,257

(1) In cases where identical closing prices were determined on several trading days in the same month, the date on which the relevant price was first determined was chosen.
(2) From the 1st of the month.
(3) Up to the last trading day of Malam-Team shares on the Stock Exchange preceding the date of publication of this specification, i.e., up to June 19, 2026.

1.2 The average price of Malam-Team's share (TASE closing price) in the six months preceding the date of the specification (i.e., in the period between December 19, 2026, and June 19, 2026, which is the last trading day on the Stock Exchange preceding the date of the specification), taking into account any dividend distribution or bonus shares,

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split, capital consolidation or a rights offering to Malam-Team security holders, meaning approx. 9,992 agorot per share.² The tender offer consideration is lower than this average by approx. 25.85%³.

1.3 The closing price of Malam-Team's share on the TASE on June 19, 2026 (the last trading day on the TASE prior to the publication date of the specification), taking into account any dividend distribution or bonus shares, split, capital consolidation or a rights offering to Malam-Team security holders, is approx. 7,257 agorot per share. The tender offer consideration is higher than this price by approx. 2.09%⁴.

1.4 The total equity attributed to Malam-Team shareholders, according to the latest financial statements published by Malam-Team as of March 31, 2026, is approx. NIS 794,747 thousand, reflecting an equity per share of approx. 3,630 agorot.

2. Details regarding the offered consideration

2.1 According to the tender offer, the Offerer offers to purchase the shares offered for purchase from the offerees who submitted acceptance notices and requested to sell their shares under the terms set forth in this report ("acceptance notices"), in exchange for the issuance of the Offerer's shares such that for every one (1) ordinary share of NIS 0.1 par value of Malam-Team, which will be purchased by the Offerer, the Offerer will issue 0.555 ordinary shares of NIS 1 par value each of the Offerer (i.e., an exchange ratio of 0.555:1) ("the exchange ratio"), all in accordance with the terms of this specification. Said commitment of the Offerer to purchase all shares offered for purchase that will be received per acceptance notices is subject to the provisions of Section 4 below.

2.2 In case of full acceptance of the tender offer such that all offerees respond to the tender offer and all shares offered for purchase are purchased by the Offerer, the Offerer will purchase 7,561,526 Malam-Team shares, and in exchange, the Offerer will allocate 4,196,647 registered ordinary shares, of NIS 1 par value each of the Offerer, which will constitute approx. 39.60% of the issued and paid-up share capital of the Offerer (no change on a fully diluted basis). The Offerer's shares to be allocated according to this report will be fully paid-up shares and will be equal in their rights to the rights of the existing ordinary shares in the Offerer's issued and paid-up capital as of the date of this report.

2.3 It is clarified that the Offerer will issue whole units only of the Offerer's shares and not fractions of shares. In the event that as a result of the allocation of the Offerer's shares to be carried out according to the results of the exchange tender offer as stated to non-registered holders only, fractions of shares are created as stated, then said fractions of the Offerer's shares, to which participants who are not non-registered holders of Malam-Team shares holding them through TASE members are entitled, which accumulate to one share of Malam-Team, will be sold by the TASE members through whom the Malam-Team shares entitling to those fractions are held. The consideration for the sale of the accumulated fractions into whole units of the Offerer's shares, if any, after deduction of their sale expenses and any levy or tax imposed, will be distributed among the said participants accordingly.

² The above data is based on data published by the TASE on its website at http://www.tase.co.il.

³ The offer consideration is shares of the Offerer according to an exchange ratio, as detailed in Section 2.1 of this report. For the purposes of this section, the calculation was made based on the average price of the Malam-Team share in the six (6) months preceding the report date and the Offerer's share price on the TASE on June 19, 2026 (the last trading day on the TASE prior to the publication date of the report).

⁴ The offer consideration is shares of the Offerer according to an exchange ratio, as detailed in Section 2.1 of this report. For the purposes of this section, the calculation was made based on the closing price of the Offerer and the closing price of Malam-Team on the last trading day on the TASE prior to the publication date of the report.

for their rights, in bank credits, no later than fifteen (15) days after their sale as stated. Notices regarding the creation and sale of such fractions will be sent to the said participants by the TASE members through whom the Malam-Team shares are held.

2.4 The tender offer consideration will be paid to the offerees who responded to the tender offer in accordance with the details in Section 5 below. To the extent that a mandatory sale of shares of offerees occurs for which acceptance notices were not given, the tender offer consideration will be paid for the shares purchased in such mandatory sale as detailed in Sections 9.4 and 9.5 below.

3. Details regarding the Offerer

3.1 General

A. The Offerer was incorporated in Israel in 1963 as a private company and in 1965 its shares were first registered for trading on the TASE. On January 30, 2024, the Offerer completed a structural change process, where prior to the structural change, the Offerer held two public companies whose securities are traded on the TASE - (1) Malam-Team; and (2) Yishras Investment Company Ltd.⁵ ('Yishras'); and the Offerer also held Hasin Esh Ceramic Products (1990) Ltd. ('Hasin Esh'), which was a private company under its full ownership (100%). Upon completion of the structural change, the Offerer transferred without consideration all its holdings in Yishras and Hasin Esh (including a loan provided by the Offerer to Hasin Esh) to a dedicated subsidiary established by the Company named Yishras Holdings Ltd. ('Yishras Holdings'), which about three days prior to the structural change, its shares were distributed as a dividend in kind to the Offerer's shareholders ('the Structural Change'). As a result of the structural change, Yishras Holdings became a public company (after publishing a prospectus for the registration for trading of its shares by virtue of which the structural change was performed, and this after a suitable tax ruling was received from the tax authorities and all other required approvals by law were obtained) holding the Yishras shares that the Offerer held prior to the structural change and the full (100%) issued capital of Hasin Esh. On January 16, 2025, the Offerer changed its name from Arad Investments and Industrial Development Ltd. to its current name - Malam-Team Holdings Ltd.

B. As of the publication date of the specification, the Offerer holds (directly and indirectly through Brovrin Ltd., its wholly-owned subsidiary) 14,333,704 Malam-Team shares, which constitute approx. 65.46% of the issued and paid-up share capital of Malam-Team and the voting rights therein (no change on a fully diluted basis).

C. For details regarding the names of the interested parties in the Offerer and their holdings in the Offerer, including on a fully diluted basis, to the best of the Offerer's knowledge, as of March 31, 2026, see an immediate report published by the Offerer on April 13, 2026 (reference: 2026-01-033435), which is incorporated in this report by way of reference. As of the date of this report, the controlling shareholder in the Offerer is Mr. Shlomo Eisenberg (together with

⁵ The Offerer held approx. 61.29% of its share capital at the time of the structural change.

his wife Tiruah Eisenberg), who holds 2,880,090 ordinary shares of the Offerer constituting approx. 44.99% of the issued and paid-up share capital of the Offerer and the voting rights therein (no change on a fully diluted basis).

D. To the best of the Offerer's knowledge, there are no business or family relationships, which are not negligible, between the Offerer and the interested parties therein, and the security holders of Malam-Team, except as detailed below:

Mr. Shlomo Eisenberg, the controlling shareholder (44.99%) in the Offerer as stated, who also serves as the Chairman of the Board of Directors of the Offerer, serves as the active Chairman of the Board of Directors of Malam-Team and also holds, directly, approx. 14.93% of the issued and paid-up share capital of Malam-Team and the voting rights therein (no change on a fully diluted basis).

E. For details regarding the directors and senior officers in the Offerer, as of the date of this report, see Regulations 26 and 26A in Chapter D ("Additional details about the Company") of the Periodic report of the Offerer for 2025 published by the Offerer on March 18, 2026 (reference number: 2026-01-023905), the information therein being incorporated here by way of reference.

3.2 Details regarding the Offerer's capital

A. As of the date of this report, the registered capital of the Offerer stands at 110,000,000 registered ordinary shares, of NIS 1 par value each, of the Offerer.

B. Below are details regarding the issued and paid-up capital of the Offerer:

Before the offer subject of this report		After the offer subject of this report and assuming issuance of all offered shares
Issued and paid-up capital	Issued and paid-up capital on a fully diluted basis	Issued and paid-up capital	Issued and paid-up capital on a fully diluted basis
*6,401,362	*6,401,362	*10,598,009	*10,598,009

Not including 1,303,829 treasury shares.

C. After the completion of the tender offer subject of this report and under the assumption of full acceptance of the tender offer such that all offerees respond to the tender offer and all shares offered for purchase are purchased by the Offerer, the offered shares will constitute approx. $39.60\%$ of the issued and paid-up share capital of the Offerer and the voting rights therein (no change on a fully diluted basis).

D. As of the publication date of this report, there are no convertible securities registered for trading on the TASE in the Offerer's capital.

3.3 Terms of the offered shares

A. The offered shares to be issued according to this shelf offering report will be fully paid-up shares and will be equal in their rights to the rights of the existing ordinary shares in the Offerer's issued and paid-up capital as of the date of this report, and they will entitle their owners to full dividends (as far as distributed), in cash or bonus shares and any other distribution for which the effective date

for their receipt will occur after the completion of the tender offer subject of this report and the allocation of the offered shares.

B. Regarding the rights accompanying the ordinary shares of the Offerer, as of the date of this report, see the provisions of the Offerer's articles of association, as published in an immediate report of the Offerer on January 16, 2025 (reference number: 2025-01-004670), incorporated in this report by way of reference.

C. The allocation letters will be transferable, splittable and waivable in favor of others, subject to completing a transfer or split or waiver form and submitting it, along with the allocation letters to the Offerer and subject to payment of all associated expenses, taxes and levies, by the applicant.

D. In accordance with the TASE Regulations and guidelines thereunder, the offered shares to be issued under this report, will be allocated to the offerees in accordance with the terms of the tender offer and will be registered in the Offerer's shareholder register under the name of Mizrahi Tefahot Registration Company Ltd.

3.4 The Offerer's Share Prices

Below are data regarding the adjusted highest and lowest closing prices of the Offerer's share on the TASE, from January 1, 2024 until shortly before the publication date of this report (the data are indicated in agorot):

	20266		2025		2024
	Price	Date	Price	Date	Price	Date
Highest	27,390	09.01.2026	29,030	16.11.2025	16,250	12.12.2024
Lowest	13,350	19.06.2026	10,520	06.04.2025	5,971.68	23.01.2024

(1) In cases where identical closing prices were determined on several trading days in the same year, the date on which the relevant price was first determined was chosen.

The closing price of the Offerer's share on the TASE on June 19, 2026 (the last trading day on the TASE prior to the publication date of the report), is 13,350 agorot per share.

.4 Conditions to which the Offerer's commitment in the tender offer is subject

4.1 The Offerer's commitment to purchase the shares of the offerees in the tender offer according to this specification is conditional upon the fulfillment of the conditions set forth in Section 337 of the Companies Law, regarding full tender offer acceptance and mandatory sale.

4.2 According to Section 337 of the Companies Law, acceptance of the tender offer and mandatory sale will take place in the event that:

A. The holding rate of the offerees who did not respond to the offer constitutes less than $5\%$ of Malam-Team's issued share capital as it will be on the final acceptance date as defined below, and more than half of the offerees who do not have a personal interest in the acceptance of the tender offer responded to it; or

6 From January 1, 2026 until shortly before the publication date of this report.

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B. The holding rate of the offerees who did not respond to the offer will be less than 2% of Malam-Team's issued share capital as it will be on the final acceptance date, as defined below.

(hereinafter together: "The Minimum Response Rate for a Forced Sale").

Classification of an offeree as having a personal interest by virtue of cross-holdings - an offeree who, at the date of signing the Acceptance Notice, also holds shares of the Offeror, and the rate of Malam-Team share capital in their possession is lower than the rate they hold in the Offeror's share capital, shall be considered for the purpose of this Tender Offer as having a personal interest in receiving the Tender Offer (hereinafter: "Personal Interest by virtue of cross-holdings").7

An offeree who holds shares of the Offeror and wishes to provide an Acceptance Notice for the Tender Offer shall indicate, in the place designated for this within the version of the Acceptance Notice attached hereto to this report, the amount of shares held by them in the Offeror.

An offeree who marks in the Acceptance Notice that they hold shares in the Offeror and does not detail the amount of shares they hold, their Acceptance Notice will not be accepted.

It should be emphasized that an offeree who marks in the Acceptance Notice that they have a personal interest in receiving the Tender Offer, but in detailing the nature of their personal interest specifies that their personal interest arises solely from the fact of their holding in the Offeror's share capital, and it appears from the amount of the Offeror's shares recorded by them in the Acceptance Notice that their holding rate in the Offeror's share capital is lower than their holding rate in Malam-Team's share capital, shall be classified as an offeree who does not have a personal interest in receiving the Tender Offer.

As part of the company's publication of the final report of the offer results (as defined below), and subject to the completion of the purchase, the Company will report whether the conditions mentioned in this Section 4 above have been met for the purpose of performing a forced sale as stated.

Based on Malam-Team's issued and paid-up share capital as of the date of this specification, the minimum response rate for the purpose of a forced sale will occur in the event that the amount of shares held by offerees who did not provide Acceptance Notices is lower than 1,094,761 shares constituting approx. 14.48% of the offerees' shares (and approx. 5% of Malam-Team's issued share capital, as of the date of this specification), and more than half of the offerees who do not have a personal interest in receiving the Tender Offer responded to it, or in the event that the amount of shares held by offerees who did not provide Acceptance Notices is lower than 437,904 shares constituting approx. 5.79% of the offerees' shares (and approx. 2% of Malam-Team's issued and paid-up share capital, as of the date of this specification).

In a case where the response rate to the Tender Offer is at the Minimum Response Rate for a Forced Sale or higher, the Offeror will purchase all the shares for which Acceptance Notices were provided under this Tender Offer. Furthermore, in the said case, the Offeror will act in accordance with the provisions of Section 337(a) of the Companies Law and will also purchase, by way of a forced sale, the remaining shares of the offerees for which no

7 For example: An offeree who holds a 5% rate of the Offeror's share capital and simultaneously holds a 3% rate of Malam-Team's share capital, shall be considered for the purpose of this Tender Offer as having a personal interest in receiving the Tender Offer, since their holding rate in Malam-Team's share capital is lower than their holding rate in the Offeror's share capital.

Acceptance Notices were provided (if any), in exchange for payment for the Tender Offer (see Section 9 below). Thereafter, the Offeror will act to delist Malam-Team's shares from the TASE (see Section 10 below).

4.3 Withdrawal of the Offeror from the Tender Offer - in accordance with Regulation 4(b)(3) of the Tender Offer Regulations, the Offeror is entitled to withdraw from the Tender Offer during the Acceptance Period (as defined in Section 5.2 below), all as detailed in Section 6 below.

4.4 In the event of non-response by offerees at the Minimum Response Rate for a Forced Sale (as defined in Section 4.2 above), the Offeror will act as detailed in Section 5.4 below. In the event of the Offeror's withdrawal from the Tender Offer as detailed in Section 4.3 above, the Offeror will act as detailed in Section 6 below. It is clarified that as long as this Exchange Tender Offer is not completed, for any reason whatsoever, the Offeror reserves its right to publish a new Tender Offer for Malam-Team shares, at any time and under conditions as it sees fit and without being obligated to the terms of this Exchange Tender Offer. In addition, as long as this Exchange Tender Offer is not completed for any reason whatsoever, the Offeror reserves the right to purchase Malam-Team shares in the future, in any way, subject to the provisions of any law.

.5 Details about the Acceptance and Payment for the Shares

5.1 Offer Coordinator

This Tender Offer will be executed through Mizrahi Tefahot Bank Ltd. ("Offer Coordinator") of 13 Abba Hillel Silver St., Lod, Telephone: 03-7559084, Fax: 03-6234833 ("the issuance coordinator's offices").

Commitment of the Offer Coordinator

The Offer Coordinator has guaranteed the fulfillment of the Offeror's commitment to pay the consideration specified in the Tender Offer under this specification.

To ensure payment of the consideration specified in the Tender Offer under the specification, the Offeror has provided the Offer Coordinator, to its satisfaction, a guarantee for the payment of the full consideration that will be required in the event of the purchase of all the shares offered for acquisition.

5.2 Acceptance Notices

The Final Acceptance Date for the Tender Offer is Tuesday, July 7, 2026, at 14:00 ("The Final Acceptance Date"). For details regarding the possibility of postponing the Final Acceptance Date, see Section 7 below.

Acceptance notices for the Tender Offer ("Acceptance Notices") may be delivered on Sundays-Thursdays (which are business days) between the hours of 08:00-17:00 starting from the date of this specification until the Final Acceptance Date ("Acceptance Period").

The Final Acceptance Date shall occur, in any case, on a day when trading takes place on the TASE. Should the Final Acceptance Date fall on a day that is not a trading day as stated, the Final Acceptance Date shall be postponed to the first closest date thereafter, which is a trading day and a business day, and all the dates mentioned in the specification that occur after that postponed date shall be postponed accordingly.

In this specification above and below:

"Business day" means a day on which most banking corporations in Israel are open;

"Trading day" means a day on which trading takes place on the TASE.

5.3

Response of offerees to the Tender Offer shall be as detailed below:

Response of an unregistered offeree

5.3.1

An offeree who is not registered in Malam-Team's shareholder register who holds shares through a TASE member ("Unregistered Holder"), shall notify the Offeror through the TASE member with whom their securities deposit is managed ("TASE Member"), of their acceptance of the Tender Offer by delivering a notice to the TASE Member no later than the Final Acceptance Date, duly signed by the Unregistered Holder or by their legal proxy, accompanied by the power of attorney. The Acceptance Notice shall include a statement by the Unregistered Holder if they or a proxy on their behalf, insofar as a proxy was appointed, have a personal interest in receiving the Tender Offer. The said notice shall be in the format attached to this specification as Appendix A ("Unregistered Holder Notice").

5.3.2

The Unregistered Holder Notice shall include a declaration by the Unregistered Holder in the format fixed in the notice, regarding the shares for which the acceptance is given ("The Transferred Shares") being free of any lien, attachment, debt, encumbrance, or any right in favor of any third party at the time of providing the Acceptance Notice, and thereafter until their transfer to the Offeror in accordance with this specification. It will further be noted in the Unregistered Holder Notice that they are aware that a prerequisite for the purchase of the shares for which the Acceptance Notice is given by the Offeror and the transfer of their consideration under the Exchange Tender Offer is the correctness of their declarations. Also, the Unregistered Holder Notice shall include a notice/declaration on their behalf if they have a personal interest in receiving the Exchange Tender Offer as well as whether they hold shares of the Offeror and if so, indicating their quantity.

5.3.3

As stated in Section 5.2 above, an Unregistered Holder Notice may be submitted to the TASE Member on Sundays-Thursdays (which are business days) between the hours of 08:00-17:00 from the date of publication of the specification until the Final Acceptance Date at 14:00. Unregistered Holder Notices that are not delivered to the TASE Member during the Acceptance Period will not be accepted.

5.3.4

The TASE Member shall deliver to the Offer Coordinator by 15:00 on the Final Acceptance Date one Acceptance Notice in the format attached to this report as Appendix B for all Acceptance Notices delivered to it by all Unregistered Holders holding Malam-Team shares through it ("TASE Member's Acceptance Notice"). TASE Members' Acceptance Notices delivered to the coordinator after the said time will not be accepted.

The TASE Member's Acceptance Notice shall include a declaration by the TASE Member in the format fixed in the notice, regarding the Transferred Shares being free of any lien, attachment, debt, encumbrance, or any right in favor of any third party at the time of providing the Acceptance Notice, and thereafter until their transfer to the Offeror in accordance with this specification. It will further be noted in the TASE Member's Acceptance Notice that it is aware that a prerequisite for the purchase of the shares for which the Acceptance Notice is given by the Offeror and the transfer of their consideration under the Exchange Tender Offer is the correctness of its declarations. Also, in the notice

The TASE Member's Acceptance Notice shall include a notice/declaration of the total shares of Unregistered Holders who notified/declared that they have a personal interest in receiving the Exchange Tender Offer and the total shares of Unregistered Holders who notified/declared that they do not have a personal interest in receiving the Exchange Tender Offer (including personal interest by virtue of cross-holdings), and this is based on Unregistered Holder Notices delivered to the TASE Member.

The Offer Coordinator shall deliver to the Offeror by 17:00 on the Final Acceptance Date a concentrated Acceptance Notice for all the TASE Members' Acceptance Notices (for Unregistered Holders) received by it.

5.3.5 If the conditions for the Offeror's commitment to purchase shares in the Tender Offer under this specification are met, as detailed in Section 4 above, the Offeror will pay what is due to the Unregistered Holder from it for the shares for which acceptance is performed by issuing shares of the Offeror, in accordance with and subject to the provisions of this report, within two (2) business days after the Final Acceptance Date, namely (provided that the acceptance date is not postponed in accordance with the Tender Offer Regulations) July 9, 2026 ("The Payment Date") through the TASE and the TASE Members by crediting the account of the Unregistered Holder through the TASE Clearing House and the TASE Members, deducting tax at source as required by law. Subject to the transfer of the Tender Offer consideration as stated above, the Offer Coordinator will credit the Offeror through the TASE Clearing House, in the account that the Offeror instructs the Offer Coordinator, with the shares for which acceptance by Unregistered Holders is performed. If the Payment Date falls on a day that is not a trading day, the Payment Date and the share transfer date shall be postponed to the next trading day thereafter.

5.3.6 In accordance with Regulation 7(b) of the Tender Offer Regulations, an Unregistered Holder who has given an Acceptance Notice to a TASE Member may withdraw from their notice until the Final Acceptance Date ("Withdrawal from Acceptance").

Withdrawal from an Unregistered Holder's Acceptance Notice shall be done at the TASE Member to whom the Acceptance Notice was given by indicating the words "Acceptance Notice is cancelled" while indicating the date and time and adding the signature of the Unregistered Holder or their legal proxy (accompanied by the power of attorney) on that same Acceptance Notice provided by the Unregistered Holder.

5.3.7 The consideration due to the Unregistered Holder from the Offeror, for the shares for which acceptance was given, will be paid on the Payment Date through the Offer Coordinator by crediting the Unregistered Holder's account through the TASE Clearing House and the TASE Member; on the same day, the Offer Coordinator will credit the Offeror, as stated above, through the TASE Clearing House in the deposit account that the Offeror instructs the Offer Coordinator, with the shares for which Unregistered Holders' Acceptance Notices were provided, all subject to the terms detailed in this specification above and below.

5.3.8 If the Offeror withdraws from this Tender Offer, as detailed in Section 4.3 above, the Offer Coordinator will return to the TASE Members all the Acceptance Notices delivered by them for Unregistered Holders of shares, and will attach to them a document signed by it stating that the Acceptance Notices are void.

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Response of a Registered Offeree

5.3.9 An offeree registered in the shareholder register of Malam-Team, except for the nominee company of a TASE member ("Registered Holder"), shall notify the Offeror of its acceptance of the Tender Offer by delivering to the Offer Coordinator's offices a share certificate in its possession, together with a notice signed by it in the form attached to this specification as Appendix C ("Registered Holder Notice"), and a share transfer deed in the form attached to this specification as Appendix D, duly signed by it or by its legal attorney (accompanied by a copy of the power of attorney in such case) and certified by a witness to the signature. The delivery of the aforementioned documents to the Offer Coordinator shall be no later than the Final Acceptance Date and against an acknowledgment of receipt from the Offer Coordinator. The acceptance notice shall include a statement by the Registered Holder as to whether it or its attorney, to the extent an attorney was appointed, has a personal interest in the acceptance of the Tender Offer.

5.3.10 The Registered Holder Notice shall include the statement of the Registered Holder in the language set forth in the notice, to the effect that the shares for which acceptance is given are free and clear of any pledge, attachment, debt, lien, or any right in favor of any third party at the time of giving the acceptance notice, and thereafter until their transfer to the Offeror in accordance with this specification. It shall further be noted in the Registered Holder Notice that it is aware that a preliminary condition for the purchase of the shares for which the acceptance notice is given by the Offeror and the transfer of their consideration under the Exchange Tender Offer is the correctness of its statements. The Registered Holder Notice shall also include a notice/declaration on its behalf as to whether it has a personal interest in accepting the Exchange Tender Offer and whether it holds shares of the Offeror and, if so, the quantity thereof.

5.3.11 As stated in Section 5.2 above, a Registered Holder Notice may be submitted to the Offer Coordinator on Sundays through Thursdays (which are business days) between 08:00-17:00 from the date of publication of the specification until the Final Acceptance Date at 14:00. Registered Holder Notices that are not delivered to the Offer Coordinator during the Acceptance Period will not be accepted.

5.3.12 The Offer Coordinator shall hold the documents mentioned in Section 5.3.9 above as a trustee until the Payment Date.

5.3.13 The Offer Coordinator shall deliver to the Offeror by 17:00 on the Final Acceptance Date one concentrated acceptance notice for all acceptance notices from Registered Holders received by it.

5.3.14 If the conditions for the Offeror's obligation to purchase shares in the Tender Offer under this specification are met, as detailed in Section 4 above, the Offeror shall pay the amount due to the Registered Holder from it for the shares for which acceptance was made through the issuance of shares of the Offeror, in accordance with and subject to the provisions of this report, on the Payment Date via the Offer Coordinator, by crediting the Registered Holder's account as specified in its acceptance notice, less tax withholding at source as required by law. Subject to the transfer of the Tender Offer consideration as stated above, the Offer Coordinator shall deliver the documents mentioned in Section 5.3.9 above to the Offeror so that the Offeror may be registered as the owner of the shares subject of the said documents in the shareholder register managed by Malam-Team. If the Payment Date falls on a non-trading day, the Payment Date and the share transfer date shall be postponed to the next trading day thereafter.

5.3.15 In accordance with Regulation 7(b) of the Tender Offer Regulations, a Registered Holder who has given an acceptance notice may withdraw its notice until the Final Acceptance Date ("Withdrawal from Acceptance").

Withdrawal from an acceptance notice by a Registered Holder shall be made by stating the words "Acceptance notice is cancelled", indicating the date and time, adding the signature of the Registered Holder, and returning the aforementioned acknowledgment of receipt to the Offer Coordinator. At that time, the Offer Coordinator shall return the share certificate and the share transfer deeds delivered to the Offer Coordinator by the Registered Holder. The share transfer deeds will be returned to the Registered Holder bearing a "Cancelled" stamp.

5.3.16 It is clarified that a withdrawal from acceptance by a Registered Holder can only be performed at the offices of the Offer Coordinator at the address specified above.

5.3.17 If the Offeror withdraws from this Tender Offer, as detailed in Section 4.3 above, the Offeror shall return, via the Offer Coordinator at the Offer Coordinator's offices, to the Registered Holders all acceptance notices, share transfer deeds, share certificates, and any other documents attached to the acceptance notices submitted by them.

5.4 In the event that the acceptance rate for the Tender Offer is lower than the minimum acceptance rate for a forced sale (as defined in Section 4.2 above), the Tender Offer shall not take effect, its provisions shall not bind the Offeror, and the Offeror shall not purchase any shares from the offerees who accepted the Tender Offer.

5.5 A holder, whether registered or non-registered, shall not be entitled to withdraw an acceptance notice after the Final Acceptance Date, as stated in Section 5.2 above.

5.6 The Offeror's notice regarding the results of the Tender Offer shall be given as stated in Regulation 25 of the Tender Offer Regulations.

5.7 The Offeror has full and final discretion regarding any question arising in connection with the acceptance of shares, including the number of shares to be accepted under acceptance notices, the validity of acceptance notices, the timing of their delivery, etc. The Offeror and/or the Offer Coordinator have no obligation to give notice of any error in filling out the required forms, and the Offeror reserves its right to reject acceptance notices that are not delivered on the correct form or are not filled out as required. The Offeror will not transfer any payment for shares sold within the framework of the Tender Offer if, in its opinion, the execution of the payment would be illegal.

5.8 Timelines

A. No later than the first business day following the record date, the Offeror shall submit to the Israel Securities Authority, the TASE, and Malam-Team a report on the results of the Tender Offer, stating whether the Tender Offer for the shares was accepted or not ("The Determining Date for Exchange").

B. The Offeror shall state in the said offer results report whether the conditions specified in Section 337(a) or Section 337(a1) of the Companies Law have been met, and if they were met at that time, trading in Malam-Team shares will be suspended.

C. No later than one trading day from the Determining Date for Exchange, the Offer Coordinator shall act with the TASE members to collect Malam-Team shares ("The Share Inventory").

D. No later than two (2) trading days from the Determining Date for Exchange and until 14:00, and in accordance with the bylaws of the Clearing House, the Offeror shall coordinate the dates for executing the forced sale with the TASE. In accordance with and subject to the bylaws of the Clearing House, the Nominee Company shall transfer to the Clearing House a notice detailing the quantity of balances for which the forced sale must be executed, to the extent executed. Assuming all share inventory is cleared and in the Coordinator's account, the Offer Coordinator shall send withdrawal instructions to the TASE Clearing House. Concurrently, Mizrahi Tefahot Nominee Company Ltd. ("The Nominee Company") shall act to transfer deposit instructions to the TASE Clearing House in favor of the Clearing House member/Coordinator through whom the actual forced sale payment is made. The deposit should include the inventory of everyone who did not respond. Furthermore, to the extent a forced sale is carried out as stated in Section 9.4 below, the Offeror shall provide a waiver notice for 18,580,124 dormant shares of Malam-Team as well as Malam-Team shares held by it (directly and indirectly through Brovirin Ltd.) to the TASE Clearing House member through which the Malam-Team shares are held. To the extent a forced sale is carried out, the Offeror undertakes to ensure that the TASE Clearing House member through which it holds (directly and indirectly through Brovirin Ltd.) the 18,580,124 Malam-Team shares, which are not entitled to receive the Tender Offer consideration, will transfer a waiver notice for these shares no later than three trading days before the Final Acceptance Date.

E. The commencement date of trading in the Offeror's shares to be allocated to the offerees under the Tender Offer shall occur no later than three (3) trading days from the Determining Date for Exchange.

6. Withdrawal of the Offeror from the Tender Offer

6.1 In accordance with Regulation 4(b)(3) of the Tender Offer Regulations, the Offeror is entitled to withdraw from the Tender Offer during the Acceptance Period if circumstances occurred that the Offeror did not know and could not have known, or did not foresee and could not have foreseen, and the conditions of the Tender Offer in those circumstances became materially different from conditions a reasonable offeror would have offered had it known those circumstances on the date of the specification, all subject to the notice of withdrawal from the Tender Offer being delivered via an Immediate Report before the Final Acceptance Date ("Notice of Withdrawal from the Offer").

Should the Offeror withdraw from the Tender Offer, the Offeror shall deliver a notice thereof to the Israel Securities Authority, the TASE, and Malam-Team. Furthermore, the Offeror shall publish an advertisement within one business day from the date of sending the aforementioned notice. The notice shall include details of the special circumstances due to which the Offeror withdrew from the Tender Offer and shall be published in at least two daily newspapers with wide circulation published in Israel in the Hebrew language. According to Regulation 25(b) of the Tender Offer Regulations, Malam-Team must send the notice it received, as stated above, within two business days to every offeree registered in the shareholder register of Malam-Team.

6.2 No later than one business day after the delivery of the Notice of Withdrawal from the Offer, which is both a business day and a trading day, (1) the Offeror shall return to each of the TASE members who delivered acceptance notices to the Offer Coordinator

8 As stated in the Securities Regulations (Publication of Advertisements in Newspapers), 2008.

on behalf of non-registered holders according to this specification, all acceptance notices delivered as stated above together with a document signed by the Offer Coordinator stating that the acceptance notices are cancelled; and (2) the Offeror shall return, via the Offer Coordinator at the Offer Coordinator's offices, to the Registered Holders all acceptance notices, share transfer deeds, share certificates, and any other documents attached to the acceptance notices delivered by them together with a document signed by the Offer Coordinator stating that the aforementioned acceptance notices and transfer deeds are cancelled.

6.3 Should the Offeror withdraw from the Tender Offer, the Offeror shall be entitled to publish an additional tender offer at any time, for any consideration and under any conditions (subject to the Tender Offer Regulations), without being bound by the conditions of this Tender Offer.

7. Postponement of the Final Acceptance Date and Amendment of the Tender Offer

Postponement of the Final Acceptance Date

7.1 In accordance with Regulation 6(b) of the Tender Offer Regulations, the Offeror may, during the Acceptance Period, postpone the Final Acceptance Date by notice to be delivered to the Israel Securities Authority, the TASE, and Malam-Team, and published within one business day thereafter in newspapers according to Regulation 25(a)(2) of the Tender Offer Regulations, provided that the notice is delivered no later than one business day before the Final Acceptance Date, and the postponed Final Acceptance Date shall be set for a trading day no later than sixty days from the date of the original specification.

7.2 In accordance with Regulation 6(c) of the Tender Offer Regulations, notwithstanding the provisions of Section 7.1 above, in the event that during the Acceptance Period another offeror submitted a tender offer for Malam-Team securities, the Offeror may postpone the Final Acceptance Date until the final acceptance date of the other tender offer. The postponement of the acceptance date shall be made by a notice to that effect delivered by the Offeror to the Israel Securities Authority, the TASE, and Malam-Team, and published within one business day in newspapers according to Regulation 25(a)(2) of the Tender Offer Regulations. According to Regulation 25(b) of the Tender Offer Regulations, Malam-Team must send the notice it received, as stated above, within two business days to every offeree registered in the shareholder register managed by Malam-Team.

Amendment of the Exchange Tender Offer

7.3 In accordance with Regulation 22(a) of the Tender Offer Regulations, until one business day before the Final Acceptance Date, the Offeror may amend the offer in a manner that improves its conditions, provided it amends the specification accordingly and submits a copy of the amendment to the Israel Securities Authority, the TASE, and Malam-Team, and publishes the amendment within one business day of the date of sending the notice of the amendment as stated, in newspapers according to Regulation 25(a)(2) of the Tender Offer Regulations. According to Regulation 25(b) of the Tender Offer Regulations, Malam-Team must send the notice it received, as stated above, within two business days to every offeree registered in the shareholder register managed by Malam-Team. If the Offeror amended the offer as stated during the three business days preceding the Final Acceptance Date, the Final Acceptance Date shall be postponed, notwithstanding the provisions of Section 7.1 above, so that the new Final Acceptance Date shall occur no earlier than three business days and no later than five business days from the date of the amendment or sixty days from the original specification date, whichever is later. The notice of the postponement of the Final Acceptance Date shall be included in the amendment notice, all in accordance with Regulation 22(a) of the Tender Offer Regulations.

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7.4 In accordance with Regulation 22(c) of the Tender Offer Regulations, until one business day before the last acceptance date, the Offeror is entitled to amend the specification with any amendment that does not affect the offerees' considerations regarding the worthiness of the tender offer. The Offeror will send a notice of the amendment to the Israel Securities Authority, the TASE, and Malam-Team, and will also publish it within one business day from the date of sending the said notice, in newspapers in accordance with Regulation 25(a)(2) of the Tender Offer Regulations. According to Regulation 25(b) of the Tender Offer Regulations, Malam-Team must send the notice it received, as stated above, within two business days, to every offeree registered in the register of shareholders managed by Malam-Team.

7.5 According to Regulation 24 of the Tender Offer Regulations, during the acceptance period, the Offeror, a corporation under its control, or its controlling shareholder are prohibited from selling, committing to sell, purchasing, or committing to purchase the securities that are the subject of the tender offer, whether on the TASE or outside of it, other than in accordance with the tender offer, except for the exercise into shares of convertible securities purchased prior to the date of publication of the specification.

Notwithstanding the above, in accordance with Regulation 6(d) of the Tender Offer Regulations, the Offeror shall not be entitled to postpone the last acceptance date as stated in sections 7.1 and 7.2 above, and the Offeror shall not be entitled to amend the specification as stated in sections 7.3 and 7.4 above, if the offering coordinator has not confirmed that his commitment stated in section 5.1 above is also valid under the new conditions or if the Offeror has not received a commitment from another TASE member.

Announcements made by shareholders of Malam-Team to the Offeror

Until the date of publication of this report, shareholders in Malam-Team have not notified the Offeror of their intention to respond or not to respond to the tender offer, except for Mr. Shlomo Eisenberg, who notified the Offeror of his intention to respond to the tender offer.

Provisions of Sections 337 and 338 of the Companies Law

9.1 The tender offer according to this specification is a full tender offer, in accordance with the provisions of Chapter Three of Part Eight of the Companies Law.

9.2 Section 337 of the Companies Law states as follows:

"(a) If a full tender offer was accepted by the offerees, such that the holding rate of the offerees who did not respond to the offer constitutes less than five percent of the issued share capital or of the issued capital of the class of shares regarding which the offer was made and more than half of the offerees who do not have a personal interest in accepting the offer responded to it, all shares that the offeror sought to purchase shall pass to his ownership and the ownership records shall be changed accordingly. The provisions of section 276 shall apply to anyone who has a personal interest, with the necessary changes."

(a1) Notwithstanding the provisions of subsection (a), a full tender offer will be accepted if the holding rate of the offerees who did not respond to the offer constitutes less than two percent of the issued share capital or of the issued capital of the class of shares regarding which the offer was made.

(b) If a full tender offer was not accepted as stated in subsection (a) or (a1), the offeror shall not purchase from offerees who responded to the offer shares that would grant him a holding of more than ninety percent of all shares in the company or of all the class of shares regarding which the offer was made."

9.3

In accordance with the provisions of Section 276 of the Companies Law, which shall apply as stated in Section 337(a) of the Companies Law with the necessary changes, a shareholder responding to the tender offer must state on the acceptance notice whether he has a personal interest in the tender offer or not; if a shareholder did not state as such, the acceptance notice on his behalf will not be accepted.

9.4

Should the minimum response rate for the purpose of a compulsory sale be achieved (as defined in Section 4 above), then the Offeror will act in accordance with the provisions of Section 337(a) of the Companies Law or Section 337(a1) of the Companies Law and will purchase, in addition to the shares for which acceptance notices were received, also the remaining shares held by the offerees for which acceptance notices were not given, in exchange for the tender offer consideration and under the same conditions ("Compulsory Sale"), and thereafter Malam-Team will become a private company, in the manner stated below.

9.5

Insofar as the circumstances detailed in section 9.4 above occur, the compulsory sale of the shares of the offerees for which acceptance notices were not given will be performed in exchange for the tender offer consideration (as defined in this report above) and in the following manner:

a. Regarding a non-registered holder: The Offeror through the offering coordinator will transfer to the Registration Company by no later than the payment day, a notice regarding the compulsory sale, according to Section 337(a) or Section 337(a1) of the Companies Law, which will state the number of shares held by non-registered holders for which acceptance notices were not given, as well as the full consideration for these shares in shares of the Offeror. The Registration Company will distribute the consideration transferred to it as stated to the TASE members, through the TASE clearing house in accordance with the provisions of the TASE clearing house bylaws and its instructions regarding compulsory sale. The TASE members will transfer the consideration received by them as stated to the accounts of the non-registered holders in which the shares for which acceptance notices were not submitted are held and will transfer the said shares to the TASE clearing house which will transfer them to the Offeror through the Registration Company.

b. Regarding a registered holder: The compulsory sale will be carried out in a manner in which Malam-Team shares that were registered in the name of a registered holder will be registered in the name of the Offeror in the register of shareholders managed by Malam-Team, while the Offeror's shares which are the tender offer consideration to the registered holder for his shares will be held by the Offeror in trust for him.

c. Subject to the transfer of the tender offer consideration as stated above, all shares held by the offerees for which acceptance notices were not given shall be transferred to the ownership of the Offeror, such that the Offeror shall hold 100% of the issued and paid-up capital of Malam-Team and all voting rights therein.

9.6 Appraisal Remedy

Section 338 of the Companies Law states as follows:

"(a) The court may, at the request of anyone who was an offeree in a full tender offer that was accepted as stated in sections 336(c) and 337(a) or (a1), determine that the consideration for the shares was less than their fair value, and that the fair value, as determined by the court, must be paid.

(b) A request as stated in subsection (a) shall be submitted no later than six months from the date of acceptance of the full tender offer; a request as stated in subsection (a) can be requested to be submitted as a class action and the provisions of section 209 shall apply.

(c) The offeror may determine in the terms of the full tender offer that an offeree who responded to the full tender offer that was accepted as stated in section 337(a) or (a1), shall not be entitled to a remedy under this section.

(d) An offeror's determination under subsection (c) shall not be valid if the offeror or the company did not publish before the date of response to the offer the information that must be published by law in connection with the full tender offer."

9.7

In accordance with section 338(c) of the Companies Law, the Offeror announces that an offeree who responded to the tender offer accepted under this specification, as far as it is accepted, shall not be entitled to an appraisal remedy under section 338 of the Companies Law.

10. Turning Malam-Team into a private company and delisting the shares from trading on the TASE

10.1 In accordance with section 339 of the Companies Law, in the event that the exchange tender offer that is the subject of this report is accepted, in a manner that all offerees respond to the tender offer and all the shares offered for purchase are purchased by the Offeror, including by way of a compulsory sale as stated above, Malam-Team will become a private company fully owned by the Offeror, and the Offeror will act in accordance with the TASE Regulations, its rules and instructions, for the purpose of delisting Malam-Team shares from trading on the TASE. According to the fourth part of the TASE Regulations, the general manager of the TASE or whoever was authorized by him, will decide on the delisting from trading of Malam-Team shares if a full tender offer is accepted as stated in section 337 of the Companies Law.

10.2 As of the date of publication of the specification, no convertible securities of Malam-Team are registered for trading on the TASE.

10.3 In accordance with the fourth part of the TASE Regulations, the CEO of the TASE or whoever was authorized by him, may suspend trading in Malam-Team shares starting from the date of the decision on delisting from trading and until the delisting, or for part of this period.

10.4 If the exchange tender offer that is the subject of this report is accepted, trading in the Offeror's shares to be allocated to the offerees will begin shortly after the date of their registration for trading on the TASE.

11. Taxation

As is customary when making investment decisions, the tax implications associated with accepting the tender offer should be considered. The above does not constitute an authoritative interpretation of the provisions of the law regarding taxation. Therefore, it is recommended that share holders examine the tax aspects related to the tender offer, in responding to it or in actions that may follow it, among other things, by obtaining specific professional advice on the said subjects, according to the data and specific circumstances for each of them. The following does not constitute an opinion and/or recommendation to any of the offerees under the tender offer and/or an exhaustive discussion of the tax aspects related to the tender offer or actions that may follow it.

The provisions included below regarding tax aspects as a result of responding to the tender offer do not claim to constitute an authoritative interpretation of the mentioned provisions of the law, and do not take the place of professional advice, according to the special data and unique circumstances of each investor.

Obtaining a pre-ruling from the Tax Authority:

As a rule, the exchange of Malam-Team shares for the Offeror's shares is a tax event which may be liable for tax by the offerees at the time of the exchange. The Offeror applied to the Tax Authority and received its approval on February 23, 2026, that the exchange of Malam-Team shares for the Offeror's shares ("the allocated shares") by Malam-Team shareholders (hereinafter in this section: "the transferring shareholders"), will not be considered at the time of the exchange as a sale and that the day of their actual sale of the Offeror's allocated shares will be considered the day of sale, i.e., tax continuity will apply, such that at the time of the actual sale of the allocated shares, the purchase date and the original price balance⁹ as they were in the hands of the transferring shareholders prior to the exchange will be considered ("the Pre-Ruling"). For further details, including with respect to the tax implications relevant to Mr. Shlomo Eisenberg, the controlling shareholder of the Offeror and Malam-Team, see the Pre-Ruling given by the Tax Authority attached to this specification as Appendix E. Accordingly, the tax liability of the transferring shareholders, the calculation of the gain or loss and the tax calculation derived therefrom, as well as the deduction of tax at source, will be made only at the time of the first sale of the allocated shares and subject to the conditions established by law and in the Pre-Ruling.

The description above is general only and does not constitute a substitute for individual advice by experts, given the unique circumstances of each investor. It is recommended for every investor to seek professional advice in order to clarify the tax consequences that will apply to him given the unique circumstances of the investor and of the security that is the subject of this offer.

It will be clarified that in the event of a conflict between the description above and what is stated in the Pre-Ruling, what is stated in the Pre-Ruling shall prevail.

12. Authority of the Israel Securities Authority

12.1

In accordance with Regulation 23 of the Tender Offer Regulations, the Offeror must submit in writing to the Israel Securities Authority, including an employee authorized by it (hereinafter in this section: "the Authority"), upon the Authority's request, an explanation, detail, information and documents regarding the details included in the specification and anything else that the Authority believes should be included in the specification according to the Tender Offer Regulations.

⁹ The purchase date and original price as defined in section 88 of the Ordinance.

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12.2

In addition, in accordance with the Purchase Offer Regulations, if the Authority finds that the specification does not contain all the details that, in its opinion, are important to a reasonable offeree or that the provisions of the Purchase Offer Regulations are not met in the specification, it may instruct, during the acceptance period, to postpone the acceptance date, and it may also instruct, after the Offeror has been given a suitable opportunity to present its arguments before it, to publish within one business day - unless it has set another date - an amendment to the specification or an amended specification in the form and manner it instructed; an amendment to the specification and an amended specification shall be treated as a specification.

12.3

The Authority may instruct to postpone the final acceptance date if it finds it necessary to do so to protect the interests of offerees; if the Authority so instructs, the provisions of Section 12.2 above shall apply.

12.4

If the Authority instructs to postpone the final acceptance date, the commitment of the offer coordinator shall be seen as applying to the amended specification, unless otherwise announced in an immediate notice to the Offeror; if the Offeror receives such notice, it shall immediately send a notice to the Securities Authority, the Stock Exchange, and Malam-Team, and shall also publish it, within one business day from the date the above notice was sent, in newspapers in accordance with Regulation 25(a)(2) of the Purchase Offer Regulations.

13. Refraining from Making Arrangements

13.1

The Offeror and the directors commit by signing the shelf offering report to refrain from making arrangements that are not written in the shelf offering report, in connection with the offer of the securities offered under the shelf offering report, their distribution and dispersal to the public, and commit to refrain from granting a right to the purchasers of the securities offered under the shelf offering report to sell the securities they purchased beyond what is specified in the shelf prospectus and the shelf offering report.

13.2

The Offeror and the directors commit by signing the shelf offering report to notify the Securities Authority of any arrangement known to them with a third party that contradicts the commitment as stated in Section 13.1 of this report.

13.3

The Offeror and the directors commit by signing the shelf offering report to refrain from entering into a contract, in connection with the offer of the securities offered under the shelf offering report, with any third party that, to the best of their knowledge and examination, has made arrangements contrary to what is stated in Section 13.1 of this report.

14. Permits and Approvals

14.1

Subject to the following, the Offeror has received all the permits, approvals, and licenses required by any law for the publication of this report.

14.2

The Offeror has applied to the Stock Exchange with a request to register the offered shares for trading, and the Stock Exchange has given its approval for this.

14.3

The aforementioned approval of the Stock Exchange should not be seen as an approval of the details presented in the shelf offering report, their reliability or completeness, and it does not express any opinion on the Offeror or the quality of the offered shares and/or the price at which they are offered.

14.4 The Securities Authority has given its approval for the publication of the shelf offering report. The permit from the Securities Authority to publish the shelf offering report does not constitute a verification of the details presented in it or approval of their reliability or completeness, and does not express any opinion on the quality of the offered shares.

Payment of Fee

In accordance with the provisions of Regulation 4A of the Securities Regulations (Application Fee for Granting a Permit to Publish a Prospectus), 5755-1995, the Offeror shall pay to the Securities Authority the additional fee for the Offeror's shares offered within the framework of this shelf offering report.

Consideration and Associated Expenses of the Offeror

16.1 As stated in Section 2 above, the consideration that will be received by the Offeror within the framework of the purchase offer subject of this report, if the purchase offer is accepted in full, is 7,561,526 shares of Malam-Team.

16.2 The offering of shares under the shelf offering report is not guaranteed by underwriting.

The Offeror estimates that it will bear associated expenses for the preparation of the shelf offering report and the execution of the exchange tender offer under it, in an estimated amount of approximately 100 thousand NIS. In addition, a fee of approximately 30 thousand NIS will be paid to the offer coordinator.

16.3 It will be clarified that upon completion of the offer under this report, if implemented, the Offeror will see the Malam-Team shares held by the offer coordinator as consideration received by the Offeror.

Details of Material Changes and Updates that Occurred in Any Matter that Must Be Described in the Shelf Prospectus, which Have Occurred Since the Date of Publication of the Offeror's Shelf Prospectus

From the date of publication of the shelf prospectus until the date of publication of the shelf offering report, no material change or update occurred in any matter that must be described in the shelf prospectus, except as detailed in the immediate reports published by the Offeror, including the periodic reports and quarterly reports of the Offeror.

The full text of the reports can be viewed on the distribution website of the Securities Authority at: www.magna.isa.il and on the Stock Exchange's website at: www.maya.tase.co.il.

In accordance with Regulation 4(a) of the Securities Regulations (Shelf Offering of Securities), 5766-2005, immediate reports published by the Offeror from the date of publication of the shelf prospectus until the date of publication of the shelf offering report are included in the shelf offering report by way of reference.

Details about the Offeror's Representative for Handling the Specification

The Offeror's representative for handling the specification is Adv. Yehonatan Gal, the Legal Counsel and Company Secretary of the Offeror, from 53 Avshalom Gissin St., Petah Tikva, phone number: 03-7130200, fax number: 03-5606955.

19. Consent for Inclusion

The consent of the auditing accountant of the Offeror for inclusion in the shelf offering report (including by way of reference) of the opinion and the review report was given in a prior consent letter that was attached to the Offeror's annual report for December 31,

December 2025, as published on March 18, 2026¹⁰ and for the Offeror's quarterly report for March 31, 2026, as published on May 19, 2026¹¹.

Below is a legal opinion given to the Offeror by Adv. Yehonatan Geller, who serves as the Legal Counsel and Company Secretary of the Offeror:

June 22, 2026

Malam-Team Holdings Ltd.

Dear Sir/Madam,

Subject: Shelf offering report which also constitutes a full purchase offer specification by way of an exchange tender offer

of Malam-Team Holdings Ltd. ("the Offeror") dated June 22, 2026 ("the Shelf Offering Report")

With reference to the Offeror's shelf prospectus dated January 2, 2025 ("the Prospectus") and the shelf offering report, I hereby confirm as follows:

a. The rights associated with the shares offered under the shelf offering report ("the Offered Shares") were, in my opinion, correctly described in the Prospectus and the shelf offering report.

b. In my opinion, the Offeror has the authority to issue the shares offered under the shelf offering report in the manner described in the Prospectus and the shelf offering report.

c. The directors of the Offeror were legally appointed and their names are included in the shelf offering report.

I agree that this opinion of mine be included in the shelf offering report.

Respectfully,

Yehonatan Geller, Adv.

Legal Counsel and Company Secretary

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Signatures

Malam Team Holdings Ltd. ("The Offerer")

The Directors

Shlomo
Eisenberg

Yael Ephron

Tamar Gottlieb

Ilan Toker

Rami Avraham
Wiesel

Appendix A - Acceptance Notice of an Unregistered Shareholder

Acceptance Notices of an Unregistered Holder

According to the Securities Regulations (Purchase Offer), 5760 - 2000

Malam Team Holdings Ltd. ("The Offerer")

Via TASE Member Mizrahi Tefahot Bank Ltd. ("Offering Coordinator").

Dear Sir/Madam,

Re: Full Tender Offer for the shares of Malam Team Ltd. ("Malam Team")

Whereas and according to the specification dated June 22, 2026, published by the Offerer ("the Specification"), the Offerer proposed a full tender offer (the validity of which is conditional on the purchase of all offerees' shares) for the purchase of all ordinary shares of 0.1 NIS par value each of Malam Team not held by the Offerer (directly or indirectly);

And whereas I am the owner and holder through a TASE Member in account no. _ maintained at branch no. _, of ____ ordinary shares of 0.1 NIS par value of Malam Team ("the Shares") and I wish to respond to the full tender offer of the Offerer included in the Specification;

Therefore, I hereby notify you that I wish to respond to the purchase offer of the Offerer included in the Specification regarding ____ shares¹² ("the Transferred Shares"). This notice of mine should be seen as an unregistered holder notice as defined in section 5.3.1 of the Specification and an undertaking to transfer the Transferred Shares to the Offerer.

I hereby declare and undertake that the Transferred Shares are free from any lien, attachment, debt, encumbrance or any right in favor of any third party at the time of giving this acceptance notice, and also that these shares will be in this condition at the time of their transfer to the name of the Offerer according to the Specification.

Please transfer the consideration for the aforementioned shares to my aforementioned account.

In accordance with the provisions of section 338(c) of the Companies Law, 5759-1999 ("the Companies Law"), and the Offerer's determination in section 9.7 of the Specification, I am aware that I will not be entitled to the evaluation remedy under section 338 of the Companies Law.

I am aware that a prerequisite for the purchase of the shares by the Offerer and payment of their consideration according to the purchase offer is the correctness of my declarations as detailed above.

¹² The maximum quantity of shares for which the acceptance notice is given must be completed, i.e.: the full quantity of shares in the aforementioned securities account, or a smaller quantity, according to the holder's wish.

In accordance with section 337(a) of the Companies Law, I hereby notify as follows (one of the alternatives must be marked)¹³:

☐ I and/or a proxy on my behalf (to the extent a proxy was appointed) do not have a personal interest in the acceptance of the purchase offer.
☐ I and/or a proxy on my behalf (to the extent a proxy was appointed) have a personal interest in the acceptance of the purchase offer.**

Furthermore, I hereby notify as follows (one of the alternatives must be marked):

☐ I do not hold shares of the Offerer.
☐ I hold ____ shares of the Offerer.

Detailing the nature of the personal interest:**

** It should be emphasized that an offeree who marks that they have a personal interest in accepting the purchase offer but in the detailing of the nature of their personal interest notes that their personal interest stems solely from their holding in the share capital of the Offerer, and from the quantity of the Offerer's shares registered by them it appears that their holding rate in the Offerer's share capital is lower than their holding rate in Malam Team's share capital, will be classified as an offeree who does not have a personal interest in accepting the purchase offer.

(Full Name)

Date: ____

(I.D. Number/Corporation Number)

(Signature/Company Stamp)

¹³ If a shareholder does not notify as stated, the acceptance notice on their behalf will not be accepted.

Appendix B - Acceptance Notice of a TASE Member (Concentrating Notice)

Acceptance Notices of a TASE Member

According to the Securities Regulations (Purchase Offer), 5760 - 2000

Malam Team Holdings Ltd. ("The Offerer")

Via Mizrahi Tefahot Bank Ltd. ("Offering Coordinator").

Dear Sir/Madam,

Re: Full Tender Offer for shares of Malam Team Ltd. ("Malam Team")

Whereas

and according to the specification dated June 22, 2026, published by the Offerer ("the Specification"), the Offerer proposed a full tender offer (the validity of which is conditional on the purchase of all offerees' shares) for the purchase of all ordinary shares of 0.1 NIS par value each of Malam Team not held by the Offerer;

And

we have received acceptance notices for the purchase offer in respect of a total quantity of

whereas

ordinary shares of 0.1 NIS par value each from their holders and

owners, out of which for ___ shares notices were given that the holders do

not have a personal interest in accepting the purchase offer and for ___

shares notices were given that the holders have a personal interest in accepting the

purchase offer ("the Transferred Shares");

A "TASE Member Acceptance Notice" as defined in section 5.3.4 of the Specification and an undertaking to transfer the Transferred Shares is hereby given.

We undertake to transfer the shares and we hereby declare that the shares are free from any lien, attachment, debt, encumbrance or any right in favor of any third party at the time of giving this acceptance notice, and also that these shares will be in this condition at the time of their transfer to the name of the Offerer.

We are aware that a prerequisite for the purchase of the shares by the Offerer and payment of their consideration according to the Specification is the correctness of the details and declarations included in this notice of ours.

Please transfer the consideration for the Transferred Shares to our account through the TASE Clearing House.

(Name of TASE Member)

Date: ___

(TASE Member No.)

(Signature/Stamp)

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Appendix C - Acceptance Notice of a Registered Shareholder

Acceptance Notice of a Registered Holder

According to the Securities Regulations (Tender Offer), 5760 - 2000

Malam-Team Holdings Ltd ("the Offeror")

Via the Stock Exchange member Mizrahi Tefahot Bank Ltd ("the Offer Coordinator").

Dear Sir/Madam,

Re: Full Tender Offer for shares of Malam-Team Ltd ("Malam-Team")

Whereas

And according to the Specification dated June 22, 2026, published by the Offeror ("the Specification"), the Offeror proposed a full tender offer (the validity of which is conditional upon the purchase of all the offerees' shares) for the purchase of all ordinary shares of par value NIS 0.1 each of Malam-Team that are not held by the Offeror (directly or indirectly);

And Whereas

And I am the owner of / the proxy for the owner [delete the unnecessary] of __ ordinary shares of par value NIS 0.1 of Malam-Team marked from No. _ to No. ___ inclusive in the shareholders' register managed by Malam-Team ("the Shares");

Therefore, I hereby notify you that I wish to respond to the Offeror's tender offer included in the Specification regarding ______ shares $^{14}$ ("the Transferred Shares"). This notice of mine shall be seen as a "Registered Holder Notice" as defined in Section 5.3.9 of the Specification and an undertaking to transfer the Transferred Shares to the Offeror.

I hereby declare and undertake that the Transferred Shares are held by me / according to a notarized power of attorney from ______, a shareholder, which was presented to the Offer Coordinator and a copy of which, certified by a notary / lawyer, is attached to this consent notice [delete the unnecessary].

I hereby declare and undertake that the Transferred Shares are free from any lien, attachment, debt, pledge, or any right for the benefit of any third party at the time of giving this acceptance notice, and also that these shares will be in this state at the time of their transfer to the name of the Offeror according to the Specification.

Please transfer the consideration for the aforementioned shares to my bank account number __, in the name of _, at Bank ___ branch __ (whose number is ____).

In accordance with the provisions of Section 338(c) of the Companies Law, 5759-1999 ("the Companies Law"), and the Offeror's determination in Section 9.7 of the Specification, I am aware that I will not be entitled to appraisal relief according to Section 338 of the Companies Law.

$^{14}$ The quantity of shares for which the acceptance notice is given must be completed.

I am aware that a precondition for the purchase of the shares by the Offeror and the payment of their consideration according to the tender offer is the correctness of my declarations as specified above.

In accordance with Section 337(a) of the Companies Law, I hereby notify as follows (one of the alternatives must be marked)¹⁵:

☐ I and/or a proxy on my behalf (if a proxy was appointed) do not have a personal interest in accepting the tender offer.
☐ I and/or a proxy on my behalf (if a proxy was appointed) have a personal interest in accepting the tender offer.**

Furthermore, I hereby notify as follows (one of the alternatives must be marked):

☐ I do not hold shares of the Offeror.
☐ I hold __ shares of the Offeror.

Specification of the nature of the personal interest: **

** It should be emphasized that an offeree who marks that they have a personal interest in accepting the tender offer, but in the specification of the nature of their personal interest notes that their personal interest arises solely from the mere holding of the Offeror's share capital, and it appears from the quantity of the Offeror's shares registered by them that the rate of their holdings in the Offeror's share capital is lower than the rate of their holdings in Malam-Team's share capital, will be classified as an offeree who does not have a personal interest in accepting the tender offer.

Encl.:
1. Stock transfer deed for the Transferred Shares signed by the transferor / their proxy.
2. The share certificate(s) No. __.
3. A copy certified by a notary / lawyer* of a notarized power of attorney [if relevant].

[*] If this document is signed by a proxy, their name and ID number must be recorded here.

Date: __

(Full Name)

(ID Number/Corporation Number)

(Address)

(Signature/Company Stamp)

(Proxy Details)

15 If a shareholder did not notify as stated, the acceptance notice on their behalf will not be accepted.

Appendix D - Stock Transfer Deed by a Registered Shareholder

I/We, the undersigned, __, ID No. / Company No. _, of __ St., ("the Transferor"), in consideration for the allocation of shares of Malam-Team Holdings Ltd, Co. Reg. 520025198 ("the Transferee"), according to the exchange ratio determined in the tender offer it published, as detailed in the Tender Offer Specification dated June 22, 2026, hereby transfer to the Transferee _ ordinary shares of par value NIS 0.1 each of Malam-Team Ltd ("the Company"), to be held by the Transferee, its representatives and its transferees under all the conditions according to which I/we held it/them at the time of signing this deed.

And I, the Transferee, hereby agree to receive the aforementioned shares according to the aforementioned conditions.

In witness whereof we have hereunto set our hands on _____

Signature of the Transferee

Signature of the Transferor

Witness to the signature of the Transferee

Witness to the signature of the Transferor

Appendix E - Pre-ruling granted by the Tax Authority

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6 Adar, 5786

February 23, 2026

Application Number: 20250187

To:

Deloitte Israel & Co.

132 Menachem Begin Road

Tel Aviv

Attention: Accountant Ofir Solami, Accountant (Attorney) Tal Fliegler

Dear Sir/Madam,

Subject: Taxation decision in an agreement - Exchange of Malam Team Ltd. shares for Malam

Holdings Ltd. shares in accordance with the provisions of Section 104H of the Income Tax Ordinance [New Version], 1961 (hereinafter: the "Ordinance")

(Reference: Your request dated 01.29.2025)

The facts as provided to us by you:

1.1. Malam - Team Ltd. P.C. 520034620 (hereinafter: "Malam Team" and/or the "Transferred Company" and/or the "Company"), is a public company, resident of Israel, which was established in June 1972 and was first registered for trading on the TASE in 1983. The Company is engaged directly and through held companies in providing a variety of services and selling products in the IT field, including consulting, planning, implementation, integration, training and assimilation of comprehensive computing systems, providing maintenance services, support and other professional services for computing, data processing and communication systems, a variety of computing solutions and services using the outsourcing method, payroll and human resources services and software services derived from the aforementioned activities and more.

1.2. As of the date of submission of the application, Malam Team is held at a rate of 65.46% by Malam-Team Holdings Ltd. (formerly: Arad Investments and Industrial Development Ltd.), P.C. 520025198 (hereinafter: "Malam Holdings" and/or the "Absorbing Company"), and at a rate of 14.93% by Mr. Shlomo Eisenberg ID 065532236, who is an individual resident of Israel (hereinafter: "Shlomo Eisenberg" and/or the "Interested Party" and/or the "Applicant Shareholder" and/or the "Exchanging Shareholder"). The remaining shares (19.61%) are held by the public shareholders of Malam Team who are not controlling shareholders or interested parties as of the date of the structural change (hereinafter: "the Public Holding Malam Team"). The shareholders in Malam Team are detailed in Appendix A.

Directly and indirectly through Bronvin Ltd., a private subsidiary fully owned by it, P.C. 511248106 (hereinafter: "Bronvin").

Professional Division

Structural Change Department

to this decision. The Company has never granted warrants to employees and/or service providers. It is clarified that according to your statement, Shlomo Eisenberg purchased an additional layer of 98,502 shares of Malam Team on February 4 for a total of 10,835,220 NIS, which were purchased by him in separate bank accounts (hereinafter: "the Additional Shares").

1.3. Malam Holdings is a public company, resident of Israel, which was established in April 1963 and was first registered for trading on the TASE in 1965. Malam Holdings is an investment company, which as of the date of this decision consolidates the activities of Malam Team in its financial reports, provides management services, holds a portfolio of securities investments, and also invests in a technology incubator.

1.4. As of the date of submission of the application, Malam Holdings is held at a rate of 44.99% by Mr. Shlomo Eisenberg and at a rate of 55.01% by the public shareholders of Malam Holdings (hereinafter: "the Public Holding Malam Holdings"). The shareholders in Malam Holdings are detailed in Appendix A to this decision. Malam Holdings has never granted warrants to employees and/or service providers.

1.5. The public shareholders in the Transferred Company who meet all of the following conditions as of the date of the structural change shall be collectively referred to in this taxation decision as "the Interested Public":

1.5.1. Purchased all of their rights in the Company on the TASE as part of a public offering and/or after the Company was registered for trading.

1.5.2. Are not controlling shareholders in the Company, as this term is defined in Section 103 of the Ordinance, on a fully diluted or non-fully diluted basis, prior to the share exchange as defined below.

1.5.3. Are not registered shareholders, except for registered shareholders who, according to the company's declaration, are not employees and/or service providers, who have historically held 580 shares for a long time, and currently there is no way to locate them, whose rights will be replaced with shares of the Absorbing Company and which will be held in trust for them by the Absorbing Company (while the shares will be registered in the name of the Nominee Company).

1.5.4. Are not relatives of registered shareholders. "Relative" - as defined in Section 88 of the Ordinance.

1.5.5. Are not interested parties or officers resident in Israel in the Company, as the term is defined in the Securities Law, 1968.

1.5.6. No prior preliminary taxation decision was given by the Tax Authority establishing a tax arrangement regarding the taxation of the rights in their possession that contradicts this taxation decision.

1.5.7. They are not subject to any other arrangement on behalf of the Tax Authority that contradicts this decision.

1.6. For the avoidance of doubt, anyone who does not meet the definition of the Interested Public does not meet this definition for all of their rights in Malam Team, such that the same taxpayer cannot be considered as the Interested Public for part of their rights, even if they were purchased independently and separately from their other rights.

Professional Division

Structural Change Department

1.7. According to your declaration, there are no known shareholders in the Transferred Company, who are not the Interested Public and/or the Exchanging Shareholder, who are liable for tax in Israel.

1.8. According to your declaration, this taxation decision deals only with the Interested Public and the Exchanging Shareholder, as defined in Sections 1.2 and 1.5 above. It should be emphasized that this taxation decision does not constitute any approval, directly and/or indirectly, for the share exchange transaction regarding all tax aspects resulting from this transaction for anyone who is not the Interested Public and/or the Exchanging Shareholder as defined above.

1.9. According to your declaration, by the time of the exchange, approval will be obtained from all relevant parties, including all regulators, for the purpose of the share exchange. It is clarified that nothing in the above shall derogate from the fact that in order for the tender offer to be paid, among other things, a minimum acceptance rate is required, as stated in Section 1.14 below.

1.10. According to your declaration, you are not aware of any party opposing the structural change as of this date.

The structural change outline (hereinafter: "the Transaction") and its relevant terms:

1.11. Within the framework of the Transaction, all shareholders in the Transferred Company (other than shares held by Malam Holdings directly and indirectly) will transfer their shares (hereinafter: "the Transferred Shares") to the Absorbing Company, where the transaction completion date is expected to be during the year 2026 (hereinafter: "the Transaction Completion Date"). The consideration for the Transaction will be determined according to the exchange ratio and market data on the date of the exchange.

1.12. In respect of the sale of the Transferred Company's shares, the Applicant Shareholders and the Interested Public (hereinafter together: "the Transferring Shareholders") are entitled to consideration in shares of the Absorbing Company in accordance with an exchange tender offer (hereinafter: "the Tender Offer" or "the Exchange Tender Offer"), a full one which Malam Holdings intends to publish.

1.13. According to your declaration, within the framework of the Exchange Tender Offer, the Absorbing Company (Malam Holdings) will approach the Transferring Shareholders, as mentioned, with an offer to purchase their shares in the Transferred Company (Malam Team), in exchange for the allocation of shares in the Absorbing Company (Malam Holdings), according to the exchange ratio to be determined by the Absorbing Company (Malam Holdings) and detailed in the Exchange Tender Offer to be published by it (hereinafter: "the Exchange Ratio").

1.14. According to your declaration, in order for the Exchange Tender Offer to be completed and all the shares of the Transferred Company (Malam Team) to be purchased by the Absorbing Company (Malam Holdings), it is required, among other things, that the holding rate of the shareholders of the Transferred Company (Malam Team) who do not respond to the Exchange Tender Offer be less than 5% of the issued share capital of the Transferred Company (Malam Team) (hereinafter: "the Minimum Acceptance Rate").

1.15. Subject to the completion of a full exchange tender offer, the Transferring Shareholders will hold shares of the Absorbing Company (Malam Holdings) which will hold all the shares of the Transferred Company (Malam Team). As a result of the aforementioned Transaction, the Transferred Company (Malam Team) will become a private company and its shares will be delisted from trading on the TASE.

Professional Division

Structural Change Department

1.16. According to your declaration, the transaction outline is based on equal consideration for all Transferring Shareholders, pro rata without any control premium component. The consideration at this identical value for each share of the Transferred Company (hereinafter: "the Consideration"), is offered according to the transaction outline, such that all Transferring Shareholders will receive the full Consideration in shares of the Absorbing Company, so that in practice the ratio between the market value of the Transferred Company's shares and the market value of the Absorbing Company immediately after the share exchange is as the ratio between the market value of the allocated shares and the market value of all rights in the Absorbing Company immediately after the share exchange (hereinafter: "the Consideration in Shares" and/or "the Allocated Shares", as applicable).

1.17. According to your declaration, no other consideration was given and none will be given within the framework of the Transaction, except for the allocation of shares required in accordance with the provisions of Section 104H of the Ordinance, as described in Section 1.16 above.

1.18. I.B.I. Trust Management, P.C. 515020428, deduction file 936080233 was appointed by the parties as trustee for the purposes of Section 104H of the Ordinance (hereinafter: "the Trustee" and/or "104H Trustee").

1.19. A diagram of the holding structure before and after the Transaction is attached as Appendix B to this taxation decision.

Purposes of the structural change:

1.20. According to your declaration, the structural change process will enable the optimization of the holding structure in the group, and even aligns with the overall economy's interest in reducing "pyramidal" holding structures, and it is intended for a business and economic purpose and its goals, among others, are as detailed below:

1.21. Coping with the restrictions arising from the Concentration Law

1.21.1.

According to your declaration, the structural change will allow for dealing with the restrictions arising from the Promotion of Competition and Reduction of Concentration Law, 5774 - 2013 ("Concentration Law"), which was enacted following the recommendations of the Committee for Increasing Competitiveness in the Economy, imposes strict restrictions on the activities of "pyramidal" holding structures, and will lead to the business and economic development of the companies.

1.21.2. The committee's recommendations on which the law was based viewed the conduct of business groups through pyramidal holding structures (namely: structures composed of several public companies or tradable BONDS companies ('layer companies')), as creating various "agent problems" which the committee addressed at length, and increasing the potential for harming the efficiency of the markets and hence also the public interest.

1.21.3. Against the background of the desire to reduce the scope of activity through pyramidal holding structures, Chapter C of the Concentration Law established provisions requiring the dismantling of pyramidal structures composed of three or more layer companies, as well as provisions prohibiting "second layer" companies from controlling additional layer companies.

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Professional Division

Structural Change Department

1.21.4. As will be explained below, these provisions create an effective restriction on the activities of companies and on the execution of various strategic plans.

1.21.5. According to your declaration, prior to the transaction, Malam Holdings, which is a public company and is considered for the purposes of the Concentration Law as a "first-tier company", holds shares in Malam Team, which is also a public company and is considered for the purposes of the Concentration Law as a "second-tier company". In light of the restriction set by law on the acquisition of control in an additional tier company by a second-tier company, Malam Team is effectively prevented from competing for the purchase of an additional public company in its field of activity and from executing various business plans. It should be noted that providing the possibility for Malam Team to acquire public companies operating in business areas adjacent to its areas of activity may also contribute to the state treasury.

1.22. Increasing tradability in Malam Holdings shares and cost reduction: The execution of the move will even allow for the increase of tradability of Malam Holdings shares, since the consideration for the shareholders of Malam Team within the framework of the exchange tender offer is shares of Malam Holdings, and thereby the volume of its registered capital for trading of Malam Holdings will increase and simultaneously the volume of the public's holdings in Malam Holdings will also increase.

1.23. According to your declaration, the structural change will allow for a more efficient routing of managerial inputs and a more centralized and effective operation, as well as a more efficient utilization of resources and capabilities of the companies, while reducing the costs involved in their operation, and especially the cost of operating an additional public company.

1.24. According to your declaration, tax avoidance or inappropriate tax reduction are not among the primary goals of the structural change.

General Declarations:

1.25. According to your declaration, the share exchange transaction is not a tax planning of a requesting shareholder that is required to be reported in accordance with the Income Tax Regulations (Reportable Tax Planning), 2006.

1.26. According to your declaration, the shares held by the requesting shareholder meet the definition of an asset in Section 104 of the Ordinance.

1.27. According to your declaration, the transferred company and the absorbing company are not real estate associations, within the meaning of this term in the Real Estate Taxation Law (Appreciation and Acquisition), 1963.

1.28. According to your declaration, the consideration received by the requesting shareholder is consideration as defined in Part E of the Ordinance only in all its components and does not include labor wages and the like.

1.29. According to your declaration, the share exchange transaction is not part of a multi-stage transaction of the requesting shareholder whose main purpose is an inappropriate tax reduction.

1.30. According to your declaration, by the date of the exchange, approval will be received from all relevant parties for the share exchange transaction.

Professional Division
Structural Change Department

1.31. According to your declaration, no structural changes were made under Part E2 of the Ordinance in the two tax years preceding the year in which the share exchange date occurred in each of the companies participating in the transaction, except as detailed in Appendix C regarding structural changes performed in the last 5 years.

1.32. After the share exchange transaction, the exchanging shareholder does not hold rights in the absorbing company at a rate exceeding 50%.

1.33. According to your declaration, all shares and all rights to purchase shares of the exchanging shareholder and of parties related to him in the company, will be transferred/canceled within the framework of the share exchange.

1.34. According to your declaration, prior to the structural change subject to this decision, there are no balances whatsoever between the company and its shareholders, in their status as shareholders, except for balances in the ordinary course of business between the companies.

1.35. According to your declaration, the full consideration in the share exchange was determined between a willing seller and a willing buyer and was not affected by the existence of any special relationships directly and/or indirectly.

1.36. According to your declaration, for the purpose of performing the share purchase, no debt balance or other similar obligation will be created between the absorbing company and the transferred company directly or indirectly.

1.37. It is clarified that this tax ruling refers only to the matter of the share exchange of the requesting shareholder and the interested public and does not approve anything else in the transaction except for the consideration in shares in the transaction and the tax withholding arrangement as follows and no inference should be made from it for any other structural change and/or any other matter.

1.38. According to your declaration, the transferred company and the absorbing company are companies that were incorporated in Israel according to the Companies Ordinance or the Companies Law.

1.39. According to your declaration, according to the trading data published by the Stock Exchange, the average daily trading volume of the transferred company's (Malam Team) shares on the Stock Exchange, neutralizing the volume of trading by the controlling shareholders, in a two-year period from January 1, 2024, to January 1, 2026, was approximately 17,106 units, and that considering the average number of shares of the transferred company (Malam Team) over this period that are not held by the controlling shareholders, then on average all shares of the transferred company (Malam Team), without the shares held by controlling shareholders, are sold on the Stock Exchange every 256 trading days.

1.40. According to your declaration, no disputes are known between the transferred company and the absorbing company with the Tax Authority that might affect in any way the share exchange as detailed in this tax ruling.

1.41. According to your declaration, there is no impediment to performing the share exchange, the subject of this decision, in the layout described in it.

1.42. According to your declaration, as of the date of this tax ruling, no party is known to oppose the performance of the share exchange.

1.43. According to your declaration, the content of this tax ruling will be brought to the knowledge of the interested public and they will be provided with access to this tax ruling.

1.44. The appendices attached to this tax ruling constitute an integral part thereof.

The Request:

2.1.

To determine that, regarding the consideration in shares within the framework of the transaction, the provisions of Section 104H of the Ordinance shall apply.

2.2. Obtaining approval that the exchange of the transferred shares by the interested public in exchange for the allocation of shares in the absorbing company, will not be considered a sale at the time of the exchange, but rather at the time of the actual sale of the allocated rights of the absorbing company by the interested public (hereinafter: "tax continuity").

3. The Tax Arrangement and its Conditions:

3.1. Every term in this tax ruling shall have the meaning and definition set for it in Part E2 of the Ordinance, unless expressly stated otherwise. Furthermore, it is clarified that the provisions of Section 104H shall apply except where determined otherwise.

3.2. For the purpose of Section 104H of the Ordinance and for the purpose of this tax ruling:

"The Transferred Company" - Malam Team Ltd., Co. No. 520034620.

"The Absorbing Company" - Malam-Team Holdings Ltd., Co. No. 520025198 (formerly Arad Investment and Industrial Development Ltd).

"The Transferred Shares" - as defined in Section 104H of the Ordinance and in Section 1.11 above.

"The Allocated Shares" - as defined in Section 104H of the Ordinance, including all securities received within the framework of the share exchange transaction, including bonus share distribution, SPLIT, and any right allocated by virtue thereof.

"The Requesting Shareholder" - controlling shareholders in the transferred company as defined in Section 103 of the Ordinance - Mr. Shlomo Eisenberg, ID 065532236, who is an individual resident of Israel holding in the transferred company as detailed in Appendix A to this tax ruling.

"The Interested Public" - all shareholders who fulfill all the conditions set in Section 1.5 of this tax ruling.

"The Transferring Shareholders" and/or "The Transferors" and/or "The Transferor" - the interested public as defined in Section 1.5 above and the requesting shareholder as defined above, respectively and as applicable.

"The Trustee" - as detailed in Section 1.18 above.

Exchange of the Transferred Shares, by the Requesting Shareholder, Against the Consideration in Shares:

3.3. By virtue of my authority under Section 104H(b)(1)(e) of the Ordinance, I hereby approve that for the exchange of the transferred shares as defined in Section 1.9 above, by the requesting shareholder, against the consideration in shares as defined in Section 1.16 above, all the provisions and conditions in Section 104H of the Ordinance and the regulations set by virtue thereof shall apply, in accordance with and subject to this tax ruling. The allocated shares shall be deposited with the Trustee.

Professional Division Structural Change Department

Within 15 days from the date of the actual exchange, subject to the provisions of Sections 3.23 to 3.26 below. It is clarified that the shares allocated against the exchange of the additional shares as defined in Section 1.2 above, shall be deposited with the Trustee within 15 days from the date of their allocation and until the full payment of the tax due in Israel if tax liability arises in this regard, and the exchange of the additional shares shall be seen as a tax-liable sale to which Section 104H of the Ordinance does not apply, and at the time of the exchange as defined below as the date of sale.

3.4 I hereby approve that the date of the share exchange shall be the earlier of the actual date of the share exchange and/or the final acceptance date as defined in Section 6 of the Securities Regulations (Tender Offer), 2000 and subject to meeting the minimum acceptance rate as detailed in Section 1.14 above, (hereinafter: "the Exchange Date" or "the Structural Change Date"). In this context, it is clarified that if the share exchange is not performed within 90 days from the date of issuance of this tax ruling, this tax ruling shall be void retroactively.

3.5 It is clarified and agreed that this tax ruling deals only with the method of taxation and tax withholding at source for the requesting shareholder and the interested public for the exchange of their transferred rights in the transferred company within the framework of the share exchange as described in Section 1.11 of this tax ruling. No inference should be made from this tax ruling for any other matter, including for other transactions, other structural changes, similar transactions, shareholders who are not the transferring shareholders, etc. in any way. Including, but not limited to, the transactions described in this tax ruling that are not part of the exchange of the rights of the transferring shareholders as stated above. Furthermore, no inference should be made from this tax ruling for any other structural change.

3.6 By virtue of my authority under Section 104H(b)(d) of the Ordinance, I hereby approve that for the exchange of the transferred shares, as defined in Section 1.11 above, by the requesting shareholder, against the consideration in shares (including the allocation of the consideration in shares to the 104H Trustee), as defined in Section 1.16 above, all the provisions and conditions in Section 104H of the Ordinance and the regulations set by virtue thereof shall apply, in accordance with and subject to this tax ruling.

3.7 The allocated shares shall be deposited with the Trustee within 15 days from the date of the exchange as defined below, subject to the provisions of Sections 3.23 to 3.26 below.

3.8 Regarding the shares transferred against the consideration in shares by the requesting shareholder, the provisions of Section 104H of the Ordinance shall apply in accordance with and subject to the provisions of this tax ruling.

3.9 It is clarified and agreed that, "at the end of the deferral period" (as this term is defined in Section 104H) of the allocated shares held by the requesting shareholder, in whole or in part, for the purpose of calculating the capital gain per share, the cost of the allocated shares shall be seen as the cost of the transferred shares.

3.10 Following the above, it is clarified and agreed that the date of the end of the deferral period of the consideration in shares shall begin to be counted from the Exchange Date as defined above, and not from the date of their receipt, this also regarding shares that will be released at later dates than the Exchange Date.

3.11 The requesting shareholder must submit within 30 days from the date of signing this tax ruling, a notice to the Assessing Officer along with this tax ruling, on the share exchange, and on his choice to apply the provisions of Section 104H of the Ordinance regarding the capital gain. It will be emphasized and agreed that in the annual report submitted to the Assessing Officer where the requesting shareholder's file is managed for the tax year in which the share exchange date occurred, it will not be reported

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Professional Division

Structural Change Department

The share exchange transaction as a sale subject to capital gains tax in the hands of the Requesting Shareholder in respect of the consideration in the allocated rights, if any, except in the case where the "sale" date as defined in Section 104H of the Ordinance occurs in that year.

3.12. It is clarified that in the sale of allocated shares by the Requesting Shareholder, regarding the original price and acquisition date, the provisions of Section 104F of the Ordinance shall apply, mutatis mutandis and as determined in this tax ruling. Regarding the application of the provisions of Section 104F as mentioned above, only the transferred shares against the consideration in shares shall be seen as a transferred asset.

3.13. It is clarified that in the sale of the allocated shares by the Requesting Shareholder, they shall be required to submit to the relevant Assessing Officer a report including all details as required under Section 91(d) of the Ordinance, including the calculation of the capital gain or capital loss that will be generated by the sale of the allocated shares, all in accordance with the provisions of Section 104H(c)(5) of the Ordinance.

3.14. Notwithstanding and in addition to the provisions of Section 104H(c) of the Ordinance, regarding the determination of the consideration - a dividend that will be distributed in any way for the allocated shares to the Requesting Shareholder, in the period between the exchange date and the sale date, added to the consideration, shall be calculated as adjusted from its distribution date until the sale date.

3.15. For the avoidance of doubt, it is clarified that in the calculation of capital gain from the sale of allocated shares, the Requesting Shareholder shall not be entitled to any credit, deduction, or exemption that they would not have been entitled to on the date of the share exchange.

3.16. For the avoidance of doubt, it is clarified and agreed that in the sale of the allocated shares by the Requesting Shareholder, the profits eligible for distribution as stated in Section 104H(c)(8), accumulated in the Transferor Company until the date of the share exchange, shall be seen as profits eligible for distribution as specified in the section, all according to their relative share.

3.17. It is agreed that if the Requesting Shareholder is considered a material shareholder in the Transferor Company on the date of the share exchange, the calculation of the applicable tax will be performed in accordance with the formula set forth in the provisions of Section 104H(c)(5) of the Ordinance.

3.18. The calculation of capital gains on the sale of the allocated shares and the determination of tax rates for it shall be in accordance with the provisions of Section 104H(c)(5) of the Ordinance. For this purpose, "material shareholder" - as defined in Section 88 of the Ordinance.

3.19. It is agreed that further to your declaration in Section 1.2 above, that the Requesting Shareholder is a resident of Israel prior to the share exchange, they shall be considered a resident of Israel until the full payment of the tax according to this tax ruling and the completion of all obligations specified therein, as stated in Section 104H(c)(11) of the Ordinance. For the avoidance of doubt, the Requesting Shareholder shall not be given a credit for foreign taxes as defined in Section 199 of the Ordinance, if they were not entitled to it on the date of the share exchange.

3.20. In the event that the Requesting Shareholder and/or a related party thereof purchases the shares of the Transferee Company within 30 days from the date of the sale of the allocated shares and before the end of the deferral period, all provisions of this tax ruling shall also apply to the consideration received for the sale of the shares purchased as stated.

3.21. If it transpires that details provided to the Director are incorrect or materially incomplete, or it transpires that details specified in the request were not fulfilled, or it transpires that the Transferee Company and/or the Transferor Company

Professional Division

Structural Change Department

and/or the Requesting Shareholder – do not fulfill the conditions set forth in Section 104H of the Ordinance and/or do not meet the conditions of this tax ruling (hereinafter all of the above in this section: "Violation"), the provisions set forth in Section 104H(h) of the Ordinance shall apply.

3.22. The ratio of the market value of the transferred shares to the market value of the Transferee Company, immediately after the share exchange, shall be as the ratio between the market value of the consideration in shares to the market value of all rights in the Transferee Company immediately after the share exchange.

Responsibility of the Trustee regarding the Requesting Shareholder:

3.23. I hereby confirm that the Transferee Company and/or anyone on its behalf are exempt from withholding tax due to the transfer to the 104H Trustee of the consideration in shares to the Requesting Shareholder in the share exchange transaction, as applicable, subject to compliance with the provisions of this tax ruling.

3.24. The Paying Trustee undertakes by their signature in Appendix D of this tax ruling to fulfill the provisions of Section 104H of the Ordinance and the provisions of this tax ruling.

3.25. The Paying Trustee shall be responsible to the Tax Authority for the payment of the full tax arising from the share exchange, from the conditions of this tax ruling and from the provisions of any law regarding the consideration in the allocated shares attributed to the Requesting Shareholder. This liability shall be in effect until the full payment of the tax due in Israel. The provisions of any law shall apply to the Paying Trustee.

3.26. Regarding the consideration in the share exchange transaction attributed to the Requesting Shareholder, the Trustee shall act accordingly as detailed below:

3.26.1. The 104H Trustee shall not release and/or deliver the allocated shares to the Requesting Shareholder except subject to the provisions of this tax ruling or in accordance with the provisions of a withholding tax authorization issued by the Assessing Officer of the Requesting Shareholders, as applicable. Furthermore, the 104H Trustee shall not perform any action that means sale and/or pledge of the allocated shares, whether directly or indirectly, unless they receive authorization for this from the Mergers and Splits Department at the Tax Authority.

3.26.2. It is hereby clarified that the Paying Trustee shall be entitled to sell allocated shares without the consent of the Requesting Shareholders for the purpose of paying the tax due under the Ordinance or under this tax ruling (to the extent that such tax was not paid by the Requesting Shareholder from their own sources).

3.26.3. The 104H Trustee shall hold the allocated shares until their sale and the withholding of tax due to such sale, or until the tax deduction for the allocated shares according to the conditions of this tax ruling, at the tax rate specified in Section 104H(c)(5) of the Ordinance from the capital gain or at a lower rate, as determined by the Assessing Officer in accordance with a detailed report on the capital gain presented to him. The withholding of tax at source as stated shall be transferred by the Trustee to the Assessing Officer where the withholding file is managed.

Professional Division Structural Change Department

The Trustee (hereinafter: "Withholding Assessing Officer") until the 16th of the month following the month in which the allocated shares were sold and/or by paying a tax voucher in the file managed by the Assessing Officer of the Requesting Shareholders.

For the purpose of this subsection, "sale" – including involuntary sale, pledge.

3.26.4. The 104H Trustee shall withhold tax in any dividend distribution by the Transferee Company, in accordance with the tax rate specified in Section 104H(c)(5) of the Ordinance (similar to capital gains) or subject to a reduced tax withholding authorization issued by the Assessing Officer. The Trustee shall transfer the said tax to the Withholding Assessing Officer, until the 16th day of the month following the month in which the dividend was paid. It is clarified that to the extent that tax is withheld for the dividend abroad, credit will be given in accordance with the provisions of the Ordinance.

3.26.5. The 104H Trustee shall not provide the Requesting Shareholder with certification of the tax withheld on dividend distribution according to Form 867 for the year in which the dividend was distributed, notwithstanding the provisions of Regulation 16 of the Income Tax Regulations (Deduction from Interest, Dividend and Certain Profits), 5766-2005. Regarding the tax withheld at source as mentioned, the following provisions shall apply:

3.26.5.1. The said certification shall be given only for the year in which the sale date as defined in Section 104H of the Ordinance falls and as stated in this tax ruling and only for the allocated shares considered sold in that year.

3.26.5.2. The tax withheld at source from the dividend shall be attributed to the shares allocated until that date to the Trustee in accordance with the attribution of the dividend to these shares as stated.

3.26.5.3. The tax withheld at source as mentioned above shall be adjusted according to the change in the Consumer Price Index, from the date of tax payment until the sale date as stated. It is clarified that the Trustee must include in the certification given to each of the Requesting Shareholders the amount withheld at source when it is adjusted.

3.26.5.4. It should be emphasized that in no case shall interest be received for the amount withheld at source from the dividend.

3.26.6. The 104H Trustee undertakes to report to the Assessing Offices where the Requesting Shareholder's files are managed as detailed in Section 1.2 above (hereinafter: "Assessing Officers"), on every sale transaction of the allocated shares, including sale to a relative, from the date of the share exchange until the date of full payment of the tax arising from the share exchange, within 30 days from the date of a sale transaction.

For this purpose, "relative" – as defined in Section 88 of the Ordinance.

3.26.7. The 104H Trustee shall submit to the Assessing Officers at the end of each tax year a report detailing the balance of the allocated shares held by them at the beginning of the tax year, actions performed with the allocated shares during the tax year, including allocated shares that were sold, and the balance of the allocated shares held by them at the end of the year.

Professional Division

Structural Change Department

3.26.8. The 104H Trustee undertakes that the calculation of capital gains on the sale of the allocated shares and the determination of tax rates shall be in accordance with the provisions of Section 104H of the Ordinance and the provisions of this tax ruling.

Regarding the Interested Public:

3.27. Subject to the accuracy of all the declarations and facts mentioned above, by virtue of my authority under Section 104H(b)(e) of the Ordinance, I hereby confirm that on the exchange of the transferred shares, as described in Section 1.11 by the Interested Public, against the allocated shares, all the provisions and conditions of Section 104H of the Ordinance and the regulations established under it in relation to the Interested Public shall apply, subject to the changes required in this tax ruling, except where otherwise determined.

3.28. I hereby confirm that the share exchange date shall be the earlier of the actual share exchange date and/or the final acceptance date as defined in Section 6 of the Securities Regulations (Tender Offer), 5760-2000 and subject to compliance with the minimum response rate as specified in Section 1.14 above, (hereinafter: "Exchange Date" or "Structural Change Date"). In this context, it is clarified that if the share exchange is not performed within 90 days from the date of issuance of this tax ruling, this tax ruling shall be void retroactively.

3.29. It is clarified that subject to compliance with all the conditions of this tax ruling and the provisions of Part E2 of the Ordinance, the exchange of the transferred shares by the Interested Public only against the allocated shares as part of the share exchange shall not be considered, on the exchange date, as a sale for the purpose of Part E2 of the Ordinance.

3.30. Subject to the accuracy of all the facts and declarations provided by you and notwithstanding the provisions of Section 3.29 above, I hereby confirm that the Interested Public shall be seen as those for whom the "sale date" of the transferred shares in their hands for the purpose of Section 104H of the Ordinance is the date of the sale of the allocated shares. As a result, the period specified in alternative (b) of the definition of the term "Sale Date" in Section 104H of the Ordinance shall not apply.

3.31. It is clarified that if a shareholder from the Interested Public requests to view the share exchange as a taxable event, the provisions of this tax ruling shall not apply to them, but rather the provisions of any law regarding withholding tax shall apply.

3.32. Withholding tax on the sale of the allocated shares by the Interested Public shall be performed in accordance with the provisions of the Income Tax Regulations (Deduction from Consideration, Payment, or Capital Gains on the Sale of Securities, Sale of Units in a Mutual Fund, or in a Future Transaction), 5763-2002 (hereinafter: "Capital Gains Withholding Regulations").

3.33. It is hereby clarified that the shareholders from the Interested Public who are residents of Israel or foreign residents who have a permanent establishment in Israel, who sell the allocated shares not through Israeli banks and/or TASE members, shall be required to report the sale of the shares using forms 1324 and 1325.

3.34. It is clarified and agreed that, on the sale date (as this term is defined in Section 104H) of the allocated shares in the hands of the Interested Public, all or part of them, for the purpose of calculating the capital gain, the original price of the allocated shares shall be seen as the original price of the shares of the Transferor Company that were in the hands of that shareholder before the share exchange. The consideration on the sale of the shares shall be the consideration for

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Israel Tax Authority

Professional Division

Structural Changes Department

the sale. For the avoidance of doubt, it is clarified that the provisions of Section 104H(c)(2) of the Ordinance shall not apply to the sale of the Allocated Shares.

3.35. The purchase date of the Allocated Shares will be determined in accordance with the provisions of Section 104F.

3.36. It is agreed that nothing in this tax ruling shall determine the classification of income from the sale of the Allocated Shares by the Interested Public, for any purpose. Such classification and the tax implications resulting therefrom will be examined by the relevant Assessing Officers.

3.37. The exchange of the Transferred Shares in return for the Allocated Shares by the Transferring Shareholders only shall be exempt from withholding tax. Thus, no withholding tax obligation shall apply to the Absorbing Company and/or anyone on its behalf regarding the allocation of the Absorbing Company's shares to the Transferring Shareholders. It is clarified that for the purpose of examining the withholding tax for the Transferring Shareholders by the Absorbing Company, the definition of the Interested Public as detailed in Section 1.5 above will be examined to the best of the knowledge of the Absorbing Company and its officers, and after checking it against the Transferring Company and the information in its possession regarding the identity of its shareholders.

3.38. For the avoidance of doubt, nothing in this tax ruling provides any relief regarding withholding tax for those who are not part of the Interested Public as defined in Section 1.5 of this tax ruling.

General:

3.39. The Transferred Company and the Absorbing Company undertake to include in their financial statements, and in the tax reconciliation report, a disclosure regarding the execution of the structural change. This disclosure will detail the conditions of this tax ruling. This requirement will take effect starting from the first reports submitted after receiving this tax ruling.

3.40. It is the responsibility of the Transferred Company and/or the Absorbing Company, including the relevant organs, to bring the knowledge of this tax ruling and its content to the attention of the TASE members within 5 days from the date of the share exchange. The Transferred Company and/or the Absorbing Company hereby undertake to instruct the TASE members on the implementation of the provisions of this tax ruling.

3.41. For the avoidance of doubt, it is hereby clarified that nothing in this tax ruling constitutes an assessment in any way for any party, and/or approval of facts and/or approval of transactions and/or approval of data and/or approval of amounts and/or valuations as presented by you; these matters may be examined by the Assessing Officer and/or the Tax Authority.

3.42. It is hereby clarified and agreed, for the avoidance of any doubt, that nothing in this tax ruling constitutes approval, in any way, of compliance with the conditions of Part E2 of the Ordinance, including Chapter Three of Part E2 of the Ordinance, a subject which may be examined by the Assessing Officer and/or the Tax Authority.

3.43. It is clarified and agreed, for the avoidance of doubt, that nothing in this tax ruling constitutes approval, in any way, of facts and/or actions and/or data and/or amounts and/or valuations presented by you, in writing or orally. Such facts, actions, data, amounts, and transactions may be examined by the Assessing Officer and/or the Tax Authority.

Professional Division

Structural Changes Department

3.44. For the avoidance of doubt, it is hereby clarified that nothing in this tax ruling limits and/or derogates, in any way, from the powers of the Assessing Officer and/or the Tax Authority.

3.45. The Transferred Company and/or the Absorbing Company undertake to publish, within the framework of an immediate report to be published by the Transferring Company, the principles of this tax ruling and/or the entire tax ruling.

3.46. This tax ruling was given based on the representations and documents presented to us in writing and orally, including those detailed in this tax ruling, and subject to the conditions set forth in Part E2 of the Ordinance. This tax ruling will be cancelled retroactively if it turns out that the details and/or facts provided in the application are incorrect or materially incomplete, or if it turns out that material details specified were not fulfilled or that the conditions set by the Director in this tax ruling were not met.

3.47. It is hereby clarified that no expenses involved, directly and/or indirectly, in this structural change, including legal expenses, experts, consultants, and various fees, were allowed as a deduction, either directly or indirectly, to the Transferred Company and/or the Absorbing Company and/or a related party to them, as a deduction or expense under Section 17 of the Ordinance.

3.48. It is clarified that nothing in this tax ruling constitutes approval for the valuation of the companies, which may be examined by the Assessing Officer and/or the Tax Authority.

3.49. This tax ruling is contingent upon the full fulfillment of the other conditions set forth in the Ordinance and in this tax ruling.

3.50. The Transferred Company, the Absorbing Company, and the requesting shareholder undertake, jointly and severally, to confirm in writing to the Mergers and Splits Department at the Tax Authority and to the Assessing Officer, within 30 days of the date of receipt of this tax ruling, that they agree to accept all the terms of this tax ruling, as written and stated, and without reservations. If such approvals are not received on time, this tax ruling shall be considered void.

Sincerely,

Zvika Barel, Accountant

Director of Division A - Israeli Taxation

Copies:

Mr. Amir Dordov, Accountant - Senior Division Director A - Professional

Ms. Adi Volk, Accountant - Assessing Officer for Large Enterprises

Mr. Rafi Toina, Adv. - Legal Advisor, Structural Changes

Mr. Netanel Davidi, Accountant - Supervisor, Structural Changes.

Professional Division

Structural Changes Department

Appendix A - Detail of Shareholders in the Companies Participating in the Structural Change

Below is the list of shareholders in Malam Holdings, as of the date of the tax ruling, to the best of the company's knowledge:

List of Shareholders in Malam Holdings (**)
Shareholder	ID / Co. Reg. No.	Holding Percentage in Capital
Shlomo Eisenberg	065532236	44.99%
Clal Insurance - Provident Funds	520036120	13.22%
Migdal - Participating	520029984	10.57%
Menora - Provident Funds	520007469	6.82%
Yelin - Lapidot Provident Funds Management Ltd.	513167346	7.22%
Harel - Provident Funds	520033986	6.35%
Other Public (*)	-	10.83%
Total		100%

() Including institutional investors holding less than 5%.
(*) Changes in the displayed holding percentages may occur due to the stock's tradability until the share exchange date.

Below is the list of shareholders in Malam Team, including the purchase date and cost for the requesting shareholders, as of the date of the tax ruling, to the best of the company's knowledge:

List of Shareholders in Malam Team (**)
Shareholder	ID / Co. Reg. No.	Holding Percentage in Capital	Purchase Date	Cost (NIS)
Malam Holdings	520025198	37.93%	To be completed later	To be completed later
Barnbrin Ltd.	511248106	27.53%	To be completed later	To be completed later

List of Shareholders in Malam Team (**)
Shareholder	ID / Co. Reg. No.	Holding Percentage in Capital	Purchase Date	Cost (NIS)
Shlomo Eisenberg	065532236	14.48%	31/12/2012	13,191,859
		0.45%	04/02/2026	10,835,220
Phoenix - Provident Funds	520017450	6.22%
Other Public (*)	-	13.39%
Total		100%

() Including institutional investors holding less than 5%.
(*) Changes in the displayed holding percentages may occur due to the stock's tradability until the share exchange date.

Professional Division Structural Changes Department

Appendix B - Holding Structure Chart

Below is the holding structure prior to the structural change:

Changes in the displayed holding percentages may occur due to the stock's tradability until the share exchange date.

Below is the holding structure after the structural change:

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Appendix C - Detail of structural changes performed in the five years preceding the date of receiving this tax ruling

Below is a list of structural changes performed in the 5 years preceding this request in Malam Team and Malam Holdings:

	Date	Participating companies	Section of the Ordinance
1	30.6.2022	Bennoam Technologies Ltd. merged into Malam Systems Ltd.	103B – Merger by notice
2	31.12.2022	Malam Team Transportation merged into Malam Systems Ltd.	103B – Merger by notice
4	28.3.2023	Malam Systems Ltd., Team Netcom Ltd., and Martens Computing Consultants Ltd.	105 – tax ruling not yet received
5	30.06.2023	Edusystems Projects Ltd. transferred its full (100%) holdings in the shares of Edusystems Ltd. to Malam Systems Ltd.	104C – Share lift-up
6	31.12.2023	Malam Team, Malam Systems, Team Netcom, Team Software, Automate-IT Malam Team, and Newmeless Tech.	104C, 105, 104A and 103B of the Ordinance – Tax ruling no. 20240013 received on 24/9/2024.
7	31.12.2024	Malam Team, Malam Systems, ATF-Omnitech, Team Software and Mackit Software Products.	104C, 104A and 103B of the Ordinance – Tax ruling no. 20240013 received on 06/10/2024.
8	30.1.2024	Malam Holdings, Malam Team, Bronron, Isras and Isras Holdings.	104C and 104B(1) of the Ordinance – Tax ruling no. 20191211 received on 24/12/2023.

Appendix D - Trustee Approval

Following the provisions of Section 3.24 of this tax ruling, I hereby undertake to fulfill all instructions arising from Section 104H of the Ordinance and from this tax ruling.

Sincerely,

I.B.I. Trust Management, Corp. ID 515020428

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AI assistant

Malam-Team Ltd. — M&A Activity 2026

6901_rns_2026-06-22_42660c84-70a4-4c00-8225-5145697f0068.pdf

Shelf offering report which also constitutes a specification for a full conditional tender offer

Shelf offering report which also constitutes a specification for a full conditional tender offer

1. Details about the shares offered for purchase

2. Details regarding the offered consideration

3. Details regarding the Offerer

3.1 General

3.2 Details regarding the Offerer's capital

3.3 Terms of the offered shares

3.4 The Offerer's Share Prices

.4 Conditions to which the Offerer's commitment in the tender offer is subject

5.3

5.3.1

5.3.2

5.3.3

5.3.4

Response of a Registered Offeree

6. Withdrawal of the Offeror from the Tender Offer

7. Postponement of the Final Acceptance Date and Amendment of the Tender Offer

Postponement of the Final Acceptance Date

Amendment of the Exchange Tender Offer

9.6 Appraisal Remedy

9.7

10. Turning Malam-Team into a private company and delisting the shares from trading on the TASE

11. Taxation

Obtaining a pre-ruling from the Tax Authority:

12. Authority of the Israel Securities Authority

12.1

13. Refraining from Making Arrangements

14. Permits and Approvals

19. Consent for Inclusion

Signatures

The Directors

Appendix A - Acceptance Notice of an Unregistered Shareholder

Acceptance Notices of an Unregistered Holder

According to the Securities Regulations (Purchase Offer), 5760 - 2000

Re: Full Tender Offer for the shares of Malam Team Ltd. ("Malam Team")

Appendix C - Acceptance Notice of a Registered Shareholder

Acceptance Notice of a Registered Holder

Re: Full Tender Offer for shares of Malam-Team Ltd ("Malam-Team")

Whereas

And Whereas

Appendix D - Stock Transfer Deed by a Registered Shareholder

Professional Division

Structural Change Department

Professional Division

Structural Change Department

The structural change outline (hereinafter: "the Transaction") and its relevant terms:

Professional Division

Structural Change Department

Purposes of the structural change:

Professional Division

Structural Change Department

General Declarations:

3. The Tax Arrangement and its Conditions:

Exchange of the Transferred Shares, by the Requesting Shareholder, Against the Consideration in Shares:

Professional Division

Structural Change Department

Professional Division

Structural Change Department

Responsibility of the Trustee regarding the Requesting Shareholder:

Professional Division Structural Change Department

Professional Division

Structural Change Department

Regarding the Interested Public:

Israel Tax Authority

Professional Division

Structural Changes Department

General:

Professional Division

Structural Changes Department

Copies:

Professional Division

Structural Changes Department

Appendix A - Detail of Shareholders in the Companies Participating in the Structural Change

Professional Division Structural Changes Department

Appendix B - Holding Structure Chart

Appendix C - Detail of structural changes performed in the five years preceding the date of receiving this tax ruling

Malam-Team Ltd. M&A Activity 2026