We are The Capri Family Foundation, a foundation organized under the laws of the Republic of Panama. See Introduction and Section 17 – “Information Concerning the Bidder Group.”

Mr. Shlomo (Tom) Wyler personally holds 159,218 Optibase Shares, or approximately 3.1% of the outstanding Optibase Shares, making him the next largest holder of Optibase Shares after Capri, and we consulted with him about the terms and conditions of our offer. Mr. Wyler, directly or through entities that he controlled, transferred to us a portion of the Optibase Share that we hold, and our beneficiaries, as a foundation, are the children and grandchildren of Mr. Wyler. Because of these connections, our offer may be deemed in part to be structured by or made on behalf of Mr. Wyler, and in this offer to purchase we refer to Mr. Wyler and ourselves collectively as our “bidder group.” For clarity, Mr. Wyler disclaims control of us or beneficial ownership of the Optibase Shares that we hold.

We are offering to purchase all of the outstanding Optibase Shares not owned by the bidder group.

It is a condition of our offer that prior to the expiration of our offer either –

682,024 or more Optibase Shares shall have been validly tendered, and not validly withdrawn, and the majority of those Optibase Shares shall have been tendered by offerees who do not have a “personal interest,” within the meaning of the Israeli Companies Law and as described below, in the offer; or

837,975 or more Optibase Shares shall have been validly tendered, and not validly withdrawn.

Our offer is subject to customary additional conditions but our offer is not conditioned on the availability of financing or the approval of the board of directors of Optibase.

Under the Israeli Companies Law, a “personal interest” of a person in an action or transaction of a company (i) includes a personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the person, any descendant, sibling or parent of a spouse of the person and the spouse of any of the foregoing; and (b) a company with respect to which the person (or any of the foregoing relatives of the person) owns at least 5% of the outstanding shares or voting rights, serves as a director or chief executive officer or has the right to appoint one or more directors or the chief executive officer; and (ii) excludes a personal interest arising solely from the ownership of shares.  Under the Israeli Companies Law, in the case of a person tendering by proxy “personal interest” includes the personal interest of either the proxy holder or the shareholder granting the proxy, whether or not the proxy holder has discretion how to tender the shares. We ask each shareholder to inform us, when tendering their Optibase Shares, whether or not the shareholder has a personal interest in the acceptance of the offer.  A shareholder who fails to provide this information will not be counted for the purposes of determining whether the alternative minimum of 682,024 Optibase Shares, described above in this section, has been satisfied.

If any condition is not satisfied, we may elect not to purchase, or may be prohibited from purchasing, any Optibase Shares tendered pursuant to the offer, or, subject to applicable law, we may waive such conditions. We will  not waive the minimum condition. See “Introduction,” Section 9 - “Terms of the Offer; Expiration Date” and Section 19 – “Conditions of the Offer.”

The purpose of the offer is for Capri to acquire the entire equity interest in Optibase. See “Special Factors – Purpose of the Offer; Effects of the Offer; Plans for Optibase.”

We are offering to pay $11.60 per Optibase Share, net to you (subject to withholding taxes, as applicable), in cash, without interest (the “Offer Price”). All shareholders tendering their Optibase Shares in the offer to the U.S. Depositary will be paid in United States dollars, and shareholders tendering their Optibase Shares in the offer to the Israeli Depositary will be paid in NIS based on the NIS/United States dollar exchange rate on the Expiration Date. See  “Introduction,” Section 9 - “Terms of the Offer; Expiration Date,” Section 10 -  “Acceptance for Payment and Payment,” and, with respect to withholding taxes, Section 13 - “Material U.S. Federal Income Tax and Israeli Income Tax Consequences.”

Capri currently owns 4,097,201 Optibase Shares, or approximately 78.8% of the outstanding Optibase Shares, and Mr. Wyler owns an additional 159,218 Optibase Shares, or approximately 3.1% of the outstanding Optibase Shares.

On June 29, 2021, the last full trading day before we first announced our intention to make an offer for all of the outstanding Optibase Shares not owned by the bidder group, the last reported closing price per Optibase Share reported on Nasdaq was $11.00  and on the TASE was NIS 35.78.

Yes. We possess all of the necessary funds to consummate the offer from cash on hand and an existing loan facility with a third party lender. The offer is not conditioned on the availability of financing.

According to Israeli law, to secure the payment for the Optibase Shares tendered pursuant to the offer, the Israeli Depositary, which is a TASE member, has agreed to guarantee our obligation to pay for the Optibase Shares tendered and accepted by us for payment pursuant to the offer. To secure this guarantee, we have engaged the Israeli Depositary to act as an escrow agent and have deposited cash into an escrow account in an amount sufficient to pay for the maximum number of Optibase Shares that we are offering to purchase in the offer.

We do not believe that our financial condition is material to your decision whether to tender Optibase Shares and accept the offer because --

The offer consideration consists solely of cash;

the offer is not subject to any financing condition;

all of the funds necessary to consummate the offer are available to us either as cash on hand or from an existing loan facility with a third party lender, and we have deposited cash into an escrow account with the Israeli Depositary in an amount sufficient to pay for the maximum number of Optibase Shares that we are offering to purchase in the offer;

we are already a controlling shareholder of Optibase; and

we are a private foundation and our financial statements primarily reflect our management’s ability to manage an investment portfolio, rather than our ability to manage an operating company such as Optibase.

If you hold your Optibase Shares through a TASE member, you should tender your Optibase Shares to the Israeli Depositary by following the applicable procedures and instructions described in Section 11 - “Procedures for Tendering Shares”; and

All other holders of Optibase Shares should tender their Optibase shares to the U.S. Depositary by following the applicable procedures and instructions described in Section 11 - “ Procedures for Tendering Shares.”

All of the Optibase Shares validly tendered pursuant to the offer and not properly withdrawn will be paid for promptly following the Expiration Date.  We expect to make such payment within four U.S. business days following the Expiration Date. See Section 9 - “Terms of the Offer; Expiration Date,” Section 10 – “Acceptance for Payment and Payment” and Section 19 – “Conditions of the Offer.”

We have the right, in our sole discretion, to extend the Expiration Date, subject to applicable law. In addition, in certain circumstances, we may be required by law to extend the Expiration Date.  See Section 9 - “Terms of the Offer; Expiration Date.”

If we decide to extend the Expiration Date, we will inform the Depositaries, the Information Agent and our Israeli legal counsel of that fact. We will also publicly announce the new Expiration Date in accordance with applicable law, and in any event we will issue a press release no later than 9:00 a.m., New York time, or 4:00 p.m., Israel time, on the first U.S. business day following the day on which we decide to extend the Expiration Date. Under Israeli law, we are required to file an immediate report with the ISA no later than one Israeli business day prior to the previously scheduled Expiration Date, and, within one Israeli business day thereafter, publish the notice in two daily newspapers having a mass circulation and published in Israel in Hebrew. See Section 9 - “Terms of the Offer; Expiration Date.”

Under applicable U.S. law, no later than ten U.S. business days from the date of this offer to purchase, Optibase is required to publish, send or give to you a statement disclosing that it either recommends acceptance or rejection of the offer, expresses no opinion and remains neutral toward the offer, or is unable to take a position with respect to the offer.

Under Israeli law, Optibase’s board of directors is not required to express its opinion to the shareholders on the advisability of the offer, and it may refrain from expressing an opinion on the offer.

Yes. Capri currently owns approximately 78.8% of the outstanding Optibase Shares and controls Optibase. Mr. Wyler owns approximately 3.1% of the outstanding Optibase Shares and serves as the Chief Executive Officer of its subsidiary, Optibase Inc. Mr. Rouven Schwarz serves as a member of both the board of directors of Optibase and the board of trustees of Capri, and Mr. Schwarz entered into a service agreement with Optibase under which Mr. Schwarz provides real estate related consulting services to Optibase, its subsidiaries and affiliates. Mr. Wyler is the father in law of Mr. Schwarz. These relationships may be deemed to create a conflict between the interest of each member of our bidder group to fulfill their duties to Optibase and its unaffiliated shareholders, on one hand, and their interest in consummating the offer on the best possible terms for Capri, on the other hand.

Yes. However, we believe this offer is not a necessary part of a going private transaction because we believe, based on the number of record holders of Optibase Shares during recent periods, that Optibase currently is able to delist the Optibase Shares from Nasdaq and deregister the Optibase Shares under the Exchange Act. See Section 2 – “Position of Capri Regarding the Fairness of the Transaction.”

Capri currently is an affiliate of Optibase and, if the offer is consummated, the shares of Optibase will cease to be traded on Nasdaq and cease to be registered under the Exchange Act. Because of these features, our offer is part of a “going private” transaction as that term is used in SEC Rule 13e-3. In addition, if the offer is consummated, we will become a private company (within the meaning of Israeli law) and Optibase Shares will cease to trade on the TASE. See Section 6 – “Rule 13e-3.”

Each member of our bidder group believes that the offer, and the Offer Price to be received by holders of Optibase Shares who are unaffiliated with Optibase pursuant to the offer, are fair to such holders.

The Offer Price represents a premium of approximately:

5.5% to the closing price of the Optibase Shares on Nasdaq on June 29, 2021, the last trading day prior to the date that we first announced our intention to make an offer for all of the outstanding Optibase Shares not owned by the bidder group; and

4.4% to the average closing price of the Optibase Shares on Nasdaq during the six months prior to commencement of the offer.

Our offer has procedural features that help ensure fairness to holders of Optibase Shares who are not affiliated with Optibase.

The receipt of cash for Optibase Shares accepted for payment by us from tendering shareholders who are “United States persons” for United States federal income tax purposes will be treated as a taxable transaction for United States federal income tax purposes.

The receipt of cash for Optibase Shares accepted for payment by us from tendering shareholders generally will be a taxable transaction for Israeli income tax purposes for both Israeli residents and non-Israeli residents, unless a specific exemption is available or a tax treaty between Israel and the shareholder’s country of residence provides otherwise.

We have obtained an approval from the Israel Tax Authority with respect to the Israeli withholding tax rates applicable to shareholders as a result of the sale of Optibase Shares pursuant to the offer. The approval provides, among other things, that (1) shareholders who meet the following criteria will not be subject to Israeli withholding tax: (a) they acquired their Optibase Shares after its initial public offering in the United States on Nasdaq in 1999; (b) they do not hold their Optibase Shares through an Israeli broker or Israeli financial institution; (c) they hold less than 5% of Optibase Shares; (d) they certify that they are not, and at the date of purchase of their Optibase Shares were not Israeli residents (and, (i) in the case of a corporation, that no Israeli residents hold 25.0% or more of the means to control such corporation or are the beneficiaries of, or are entitled to, 25.0% or more of the revenues or profits of such corporation, whether directly or indirectly, or (ii) in the case of a partnership, that no partner in the partnership is an Israeli resident and no Israeli resident holds, directly or indirectly via shares or through a trust or in any other manner or with another who is an Israeli resident, 25.0% or more of any right in the partnership or, of the right to direct the manner of exercising any of the rights in the partnership); provided that (A) with respect to shareholders who are individuals, they timely provide a copy of their passport; and (B) with respect to shareholders that shall receive an aggregate Offer Price that is in an amount in excess of US$100,000, they timely submit a valid certificate of residency for tax purposes issued by the applicable tax authority of their country of residence, (2) payments to be made to tendering shareholders who hold their Optibase Shares through an Israeli broker or Israeli financial institution will be made by us without any Israeli withholding at source, and the relevant Israeli broker or Israeli financial institution will withhold Israeli tax, if any, as required by Israeli law, and (3) shareholders who are not described in clauses (1) and (2) above will be subject to Israeli withholding tax at the applicable rate of the gross proceeds payable to them pursuant to the offer, unless such shareholders obtain a tax withholding certificate from the Israel Tax Authority, all as prescribed by Israeli tax law.

Holders of Optibase Shares who do not tender their Optibase Shares in the offer will have appraisal rights in connection with our offer only if the Compulsory Acquisition occurs as a result of our offer.

Under Sections 337 and 338 of the Israeli Companies Law, if we complete our offer and acquire the remaining Optibase Shares through a Compulsory Acquisition, an Israeli court may, at the request of any shareholder who did not tender its shares in the offer, provided such request is submitted within six months of the completion of the offer, determine that the consideration paid for the Optibase Shares was less than the fair market value and decide that we should pay the fair market value, as determined by the court.  Any shareholder who tendered its shares in the offer shall not be entitled to appraisal rights.  See Section 3 – “Purpose of the Offer; Effects of the Offer; Plans for Optibase.”

If a sufficient number of Optibase Shares are validly tendered, and not withdrawn, in our offer, then we will acquire the remaining Optibase Shares through the Compulsory Acquisition.

You can call D.F. King & Co., Inc., our Information Agent in the United States, at (212) 269-5550 (banks and brokers) or Toll Free at (800) 829-6554, or FISCHER (FBC & Co.), our legal counsel in Israel, at their addresses and telephone numbers set forth on the back cover of this offer to purchase.

On November 30, 2021, we (MNS Consulting Ltd.) conducted an evaluation (the “Initial Evaluation”) of the value of Optibase Ltd. (the “Company”) in support of the Tender Offer submitted by The Capri Family Foundation (the “Client”) on December 1, 2021.

We have been asked by the Client to provide an updated evaluation (the “Updated Evaluation”) of the Company for the purpose of submitting a new Tender Offer.

Our economic assessment intends to reflect in a fair and reasonable manner a given situation, based on known data and in respect to the basic assumptions.

The methodology used in the preparation of the Updated Evaluation is similar to that which was used in the preparation of the Initial Evaluation; the evaluations are based on the fair value of the Company using net asset value methodology and by adjusting the values of items on the Company's balance sheet to their fair values. Among other things, we relied on appraisals and discounted cash flow methodology in relation to the value of the Company's assets and the fair value of the Company’s loans.

The Updated Evaluation incorporates the latest information from the following sources:

The Company’s latest financial reports and statements as of September 30, 2021

Two third-party appraisals published of the assets in Chemin des Aulx, Switzerland, and Rümlang, Switzerland

Actual sale prices of units in the asset in Miami, Florida

In accordance with the Updated Evaluation thus conducted, the fair value of the Optibase share price is $12.64.