. Further to the previous reports of Koor Industries Ltd. ("the Company") concerning the merger agreement to which the parties are the Company, Discount Investments Ltd. (the controlling shareholder in the Company) ("DIC") and DIC Merger 2013 Ltd. ("the Merger Agreement", "the Merger Transaction", respectively), including the updated transaction report to the general meeting of the shareholders of the Company dated September 10, 2013 (Ref. 2013-01-142278) ("the Transaction Report"), the Company hereby reports that as of the date of this report all the preconditions for closing the Merger Transaction have been met except for receipt of a merger certificate from the Registrar of Companies and fulfillment of preconditions the fulfillment of which, by their nature, is required on the date of closing the transaction, and that the parties to the Merger Agreement are preparing to close the transaction on March 2, 2014.

For the removal of doubt, it is clarified that the aforementioned date of closing the Merger Transaction is not certain, and the Company will report on any change in the expected date.

2. Assuming that the transaction closing date will be March 2, 2014, the consideration of the merger for every share of the Company that is held by an eligible shareholder (as defined in section 1.2 of the Transaction Report) on the closing date, will be NIS 73.5909 (gross, before tax withholding), in cash. It is noted that this sum was calculated on the basis of the expected value of the Company on the closing date (after application of the adjustment mechanism in accordance with the Merger Agreement as defined in section 2.2.2 of the Transaction Report), which amounts to NIS 3,489,339,731, and in addition, the merger consideration bears, in accordance with the Merger Agreement, 1% proportionate annual interest in respect of the period between February 8, 2014 and the date of closing the Merger Transaction.


A private special purpose company wholly owned by DIC.

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