To: To:
The Israel Securities Authority Tel Aviv Stock Exchange Ltd. Via MAGNAVia MAGNA

Ramat Gan, May 5, 2013

Re: Immediate report - Signing of multiple binding agreements in USA

1. Overview:

Further to the Company's report dated December 23, 2012 (reference no. 2012-01-316752) with regard to signing a non-binding MOU with regard to investment in Carr Properties (hereinafter: "CP") in Washington,DC USA and to the Company's report dated March 17, 2013 (reference no. 2013-01-006385) with regard to signing an extension of the exclusivity period, the Company hereby announces that late on Thu. May 2, 2013, the parties signed multiple binding agreements, whereby upon closing of the transaction, a joint venture named Carr Properties Corporation (hereinafter: "CARR") would own a subsidiary (which be wholly controlled, and approximately 90% owned, by CARR), into which Commingled Pension Trust Fund (Special Situation Property) of JPMorgan Chase Bank, N.A. (hereinafter: "SSPF") and other partners will transfer in full their holdings in companies which own interests in office buildings in the metropolitan Washington, DC area, including property management companies ("the detailed agreements"). The detailed agreements are subject to the satisfaction of certain conditions precedent, including obtaining required consents.
CARR will be engaged, directly and indirectly, in investment in rental property, including management and maintenance of office buildings it owns in the metropolitan Washington, DC area, as well as in acquisition and development of land for rent in that area.
CARR will have a full internal management staff with many years' experience in the Washington, DC real estate market; it's President and Chief Business Executive would be Mr. Oliver Carr III, who has been at the helm of CP for the past decade. Upon closing, Mr. Nathan Hetz, company's CEO, will be appointed as the chairman of the board of CARR.
Upon closing of the transaction, the Company will hold an approximately 50% interest in CARR, identical to the holding stake of SSPF, in exchange for investment of USD 300 million (NIS 1.1 billion), which has been determined based on CARR shareholders' equity upon its incorporation ("the investment").
Upon signing the detailed agreements, the Company deposited USD 10 million in escrow. The detailed agreements include provisions with regard to this deposit and as to a mutually agreed payment (breakup cost)
should the transaction not be completed.

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