Private placement של ordinary shares וunregistered optionsfalse
Group 107 LTD.
158
GROUP 107 LTD
Registrar No.: 516199445
13712
To:
Israel Securities Authority
To:
Tel Aviv Stock Exchange Ltd.
ת087
(
Public
)
Transmitted via MAGNA:
18/12/2025
www.isa.gov.il
www.tase.co.il
Reference:
2025-01-101106
Broadcast time
13:57
13:54:05
Capital structure, grant of rights to acquire shares, the corporation’s securities registers and changes therein
Regulation 31 of the Securities Regulations (Periodic and Immediate Reports), 1970
Regulation 31(a) of the Securities Regulations (Periodic and Immediate Reports), 1970
Regulation 31(b1) of the Securities Regulations (Periodic and Immediate Reports), 1970
Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 1970
Nature of the change :
Explanation: Please briefly describe the nature of the change.
Reference numbers of previous reports on the subject:
_________,
_________,
_________.
1. The corporation’s securities structure following the change:
Name and type of security
TASE security number
Amount in registered capital
Issued and paid-up capital
Amount in last report
Current amount
Amount registered by the registration company
1180181
800,000,000
27,674,038
29,342,374
29,342,374
1180207
0
141,427
141,427
0
1225986
0
3,981,756
4,815,924
0
Explanation: All of the company’s securities must be detailed, including securities that are not registered for trading.All of the company’s securities must be detailed, including securities that are not registered for trading.
2. The corporation hereby reports that :
On the date
18/12/2025
מתאריך
_________
עד תאריך
_________
A change occurred in the quantity and register of securities holders (including rights to acquire shares) of the corporation as a result of:
Description of the nature of the change
Explanation: Please describe the details of the transaction or action that resulted in the change.
1
Name of the registered holder to whom the change relates: The Tel Aviv Stock Exchange Clearing House Ltd.
Type of identification number: Registrar No. Companies in IsraelIdentification number: 515736817
Nature of the change:
Private placement
Date of the change: 18/12/2025Executed through the Stock Exchange system. Yes
Type and name of the security in which the change occurred.
TASE security number: 1180181
Holder’s balance of the securities in the last report: 27,674,038
Holder’s balance of the securities following the change: 29,342,374
Total amount of securities decreased/increased: 1,668,336
Does this constitute the grant of rights to acquire shares No
Total consideration for the allocated securities.
The stock exchange number of the share that may be exercised by the security: _________
Number of shares that will result from the full exercise/conversion of the securities:_________
Total additional consideration to be received from the full exercise/conversion of the securities into shares:
The period during which the securities may be exercised:
From_________until_________
The allocated securities will be registered for trading:_________
The allocation of the aforementioned securities is pursuant to_________published on_________and its reference number is_________
The security was fully paid and the consideration was received in full.
The security was fully paid, but the consideration was not received in full.
Issued for the purpose of an ATM program
Other.
2
Name of the registered holder to whom the change relates: Ayalon Mutual Funds Ltd.
Type of identification number: Registrar No. Companies in IsraelIdentification number: 513011445
Nature of the change:
Private placement
Date of the change: 18/12/2025Executed through the Stock Exchange Clearing House: No
Type and name of the security in which the change occurred:
TASE security number: 1225986
Holder’s balance of the securities in the last report: 0
Holder’s balance of the securities following the change: 208,334
Total amount of securities decreased/increased: 208,334
Does this constitute the grant of rights to acquire shares Yes
Total consideration for the allocated securities:
The stock exchange number of the share resulting from the exercise of the securities:1180181
Number of shares that will result from the full exercise/conversion of the securities:208,334
Total additional consideration to be received from the full exercise/conversion of the securities into shares:
The period during which the securities may be exercised:
From18/12/2025Until18/12/2027
The allocated securities will be registered for trading: No
The allocation of the aforementioned securities is pursuant toa private placement reportpublished on14/12/2025and its reference number is2025-01-099420
The security was fully paid and the consideration was received in full.
The security was fully paid, but the consideration was not received in full.
Issued for the purpose of an ATM program
Other.
3
Name of the registered holder to whom the change relates: David Ron
Type of identification number: Identification numberIdentification number: 068518448
Nature of the change:
Private placement
Date of the change: 18/12/2025Executed through the Stock Exchange Clearing House: No
Type and name of the security in which the change occurred:
TASE security number: 1225986
Holder’s balance of the securities in the last report: 0
Holder’s balance of the securities following the change: 312,500
Total amount of securities decreased/increased: 312,500
Does this constitute the grant of rights to acquire shares Yes
Total consideration for the allocated securities:
The stock exchange number of the share resulting from the exercise of the securities: 1180181
Number of shares that will result from the full exercise/conversion of the securities: 312,500
Total additional consideration to be received from the full exercise/conversion of the securities into shares:
The period during which the securities may be exercised:
From18/12/2025Until18/12/2027
The allocated securities will be registered for trading: No
The allocation of the aforementioned securities is pursuant toa private placement reportpublished on14/12/2025and its reference number is2025-01-099420
The security was fully paid and the consideration was received in full.
The security was fully paid, but the consideration was not received in full.
Issued for the purpose of an ATM program
Other.
4
Name of the registered holder to whom the change relates: Alon Masson
Type of identification number: Identification numberIdentification number: 318142866
Nature of the change:
Private placement
Date of the change: 18/12/2025Executed through the Stock Exchange Clearing House: No
Type and name of the security in which the change occurred:
TASE security number: 1225986
Holder’s balance of the securities in the last report: 0
Holder’s balance of the securities following the change: 208,334
Total amount of securities decreased/increased: 208,334
Does this constitute the grant of rights to acquire shares Yes
Total consideration for the allocated securities:
The stock exchange number of the share resulting from the exercise of the securities: 1180181
Number of shares that will result from the full exercise/conversion of the securities: 208,334
Total additional consideration to be received from the full exercise/conversion of the securities into shares:
The period during which the securities may be exercised:
From18/12/2025Until18/12/2027
The allocated securities will be registered for trading:No
The allocation of the aforementioned securities is pursuant toa private placement reportpublished on14/12/2025and its reference number is2025-01-099420
The security was fully paid and the consideration was received in full.
The security was fully paid, but the consideration was not received in full.
Issued for the purpose of an ATM program
Other.
5
Name of the registered holder to whom the change relates: Yitzhak Mendler
Type of identification number: Identification numberIdentification number: 001504729
Nature of the change:
Private placement
Date of the change: 18/12/2025Executed through the Stock Exchange Clearing House: No
Type and name of the security in which the change occurred:
TASE security number: 1225986
Holder’s balance of the securities in the last report: 0
Holder’s balance of the securities following the change: 105,000
Total amount of securities decreased/increased: 105,000
Does this constitute the grant of rights to acquire shares Yes
Total consideration for the allocated securities:
The stock exchange number of the share resulting from the exercise of the securities: 1180181
Number of shares that will result from the full exercise/conversion of the securities: 105,000
Total additional consideration to be received from the full exercise/conversion of the securities into shares:
The period during which the securities may be exercised:
From18/12/2025Until18/12/2027
The allocated securities will be registered for trading:No
The allocation of the aforementioned securities is pursuant toa private placement reportpublished on14/12/2025and its reference number is2025-01-099420
The security was fully paid and the consideration was received in full.
The security was fully paid, but the consideration was not received in full.
Issued for the purpose of an ATM program
Other.
Explanationים:
1. If the change affects more than one security, the impact of the change must be detailed in a separate line for each security.
2. Date of the change – all changes of the same type, in the same security, carried out on the same day, shall be summarized in a single line. For this purpose, changes carried out through the Stock Exchange Clearing House must be distinguished from changes carried out directly in the Company’s records.
3. The change – in the case of a decrease, the “-” sign must be added.
4. In all quantity fields, the number of securities must be stated, and not amounts in NIS.
A change occurred only in the register of the corporation’s securities holders(with no change in the quantity of the corporation’s securities)as a result of
Description of the nature of the change
Explanation: Please describe all details of the transaction or action that resulted in the change in the register.
1
Name of the registered holder to whom the change relates: _________
Type of identification number :
_________
Identification number:
_________
Date of the change:
_________
Executed through the Stock Exchange Clearing House
_________
Type and name of the security in which the change occurred:
TASE security number:
_________
Amount of the change:
_________
Holder’s balance of the securities following the change: _________
3. The main details of the shareholders register as of the reporting date are as follows:
No.
Name of the registered shareholder
Type of identification number
Identification number
TASE security number
Type of shares and their par value
Number of shares
Whether the shares are held as a trustee
1
_________
_________
_________
_________
_________
_________
4. Attached is a shareholders register file in accordance with the provisions of Section 130 of the Companies Law, 1999.
גרופ_107_מרשם_בעלי_מניות_18122025_accessible_isa.pdf
5. Attached is an updated file of the corporation’s securities registers, including the register of option holders and the register of bondholders.
גרופ_107_מרשם_ניירות_ערך_18122025_accessible_isa.pdf
Details of the authorized signatories on behalf of the corporation:
Name of the signatory
Position
1
Chief Executive Officer and Director
Explanation: Pursuant to Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, a report submitted under these regulations shall be signed by the persons authorized to sign on behalf of the corporation. The staff position on this matter can be found on the Authority’s website: Click here. Click here.
Reference numbers of previous documents on the subject (the mention does not constitute incorporation by reference):
The corporation’s securities are listed for trading on the Tel Aviv Stock Exchange
Form Structure Update Date: 06/08/2024
Short name: Group 107
Address: HaRakevet Street58
,
Tel Aviv–Yafo6777016Telephone: 03-7208200
,
Fax: 03-7207953