RE: Navitas update3 Aug 2025 11:08
2.1.2 Non-Uniform Offering
A. In recent years, the mechanism of issuance by way of a non-uniform offering has gained momentum in the Israeli capital market, and a high proportion of capital raisings are
currently carried out using this mechanism. The Partnership wishes to have the option to use
this tool, similar to the capital raising for the Shenandoah Project, as approved by the
meeting of the holders of the participating units on June 20, 2021³⁰⁶.
B. According to section 12.A. of Chapter XVII of Part Two of the Stock Exchange Regulations,
an offering of securities in a limited partnership by way of a non-uniform offering shall be
approved in the same manner as a private offering as stated in section 65NA(c) of the
Ordinance.
C. Therefore, and following the approval of the Audit Committee and the Board of Directors of
the General Partner received on July 30, 2025, it is proposed to pre-approve the execution of
non-uniform offerings of the securities as detailed in section 2.1.4 below. For more details
about the said approval, see section 2.1.4 below.
D. Subject to the Meeting's approval for the execution of non-uniform offerings, the
Partnership may subsequently initiate a book-building process from institutional investors (as
defined in the Offering Manner Regulations) (hereinafter: "the Order Book" and "the
Institutional Offerees"³⁰⁷) for the purchase of the offering units.
E. Within each such offering, the Partnership may sell up to 30% of the issuance to non-
institutional investors, provided that the sale to non-institutional investors is made in a
uniform offering, at the same price at which the securities are allocated to the offerees in the
non-uniform offering and on the same day, and the quantity allocated to each non-
institutional investor will be according to the relative share of their order out of the total
orders of non-institutional investors, all subject to the provisions detailed in Regulation 11(a)
of the Offering Manner Regulations.
F. After completing the order book process, and subject to the decision of the Board of
Directors of the General Partner and obtaining all required approvals by law, the Partnership
will publish a shelf offering report, according to the Partnership's shelf prospectus published
on September 13, 2023 (dated September 14, 2023), under which the offering units will be
issued to the institutional offerees and registered for trading on the TEL AVIV STOCK
EXCHANGE LTD (hereinafter: "the Stock Exchange"), all subject to the conditions detailed in
section 2.1.4 below. If, in one or more of the offerings, the Partnership chooses to conduct a
public tender, the Partnership will publish in the shelf offering report the details of the tender
as well as the opening and closing dates for the signature list in the tender.
G. Underwriting Commitment
Each non-uniform offering will be partially secured by an underwriting commitment, at a rate
not less than 25% of the o
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