The Phoenix Holdings Ltd.

Regulatory Filings • Dec 22, 2025

Re: Considering the Issuance of a New Series of Convertible BondsThe Company announces that it's considering the possibility of publishing a shelf offering report, under which convertible bonds into the Company�s ordinary shares, from a new series, will be offered to the public in a uniform offering. These bonds would be listed for trading on the Tel Aviv Stock Exchange Ltd., pursuant to the Company�s shelf prospectus published on July 8, 2025, (Reference No.: 2025-01-050045)(�TASE� and �Bonds,� respectively).A first Hebrew draft of the trust deed for the Bonds and a summary of the issuance terms were published in the parallel Hebrew immediate report (�the First Draft�). It is clarified that the First Draft is for reference only and may change, even materially, and the binding version of the trust deed for the Bonds will be the version attached to the shelf offering report (if published). It is further clarified that the trust deed for the Bonds (if signed) will enter into force only upon and subject to the issuance of the Bonds (if issued).It is clarified that as of the date of this immediate report, the timing of the public offering, its scope, and its terms (including the terms of the Bonds, if and to the extent offered) have not yet been finalized, and nothing stated in this immediate report constitutes any obligation by the Company to proceed with the offering of the Bonds as described. It is further clarified that the publication of the shelf offering report is subject to obtaining all required approvals under law, including the approval of the Company�s Board of Directors (including regarding the terms and structure of the public offering and the publication of the shelf offering report) and the approval of the TASE for listing the Bonds and the Company�s shares resulting from the conversion of the Bonds (if converted), as well as the publication of the shelf offering report. Accordingly, there is no certainty that the offering will take place.Nothing stated in this immediate report constitutes an offer or invitation to purchase securities of the Company. false

������ ������� ��"�	1 818
PHOENIX FINANCIAL LTD
Corporation no: 520017450	14969
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	22/12/2025
	www.isa.gov.il			www.tase.co.il				Reference:	2025-01-102188	Time of broadcast: 21:26 21:26

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English language report to Israeli corporateThis form is for reports that has been translated to English (convenience translation) and should be published alongside with the report in Hebrew in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970.

References of previous reports relating to this matter:   _________   _________   _________

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Attached hereto is a report on

Re: Considering the Issuance of a New Series of Convertible Bonds The Company announces that it's considering the possibility of publishing a shelf offering report, under which convertible bonds into the Company�s ordinary shares, from a new series, will be offered to the public in a uniform offering. These bonds would be listed for trading on the Tel Aviv Stock Exchange Ltd., pursuant to the Company�s shelf prospectus published on July 8, 2025, (Reference No.: 2025-01-050045)(�TASE� and �Bonds,� respectively). A first Hebrew draft of the trust deed for the Bonds and a summary of the issuance terms were published in the parallel Hebrew immediate report (�the First Draft�). It is clarified that the First Draft is for reference only and may change, even materially, and the binding version of the trust deed for the Bonds will be the version attached to the shelf offering report (if published). It is further clarified that the trust deed for the Bonds (if signed) will enter into force only upon and subject to the issuance of the Bonds (if issued). It is clarified that as of the date of this immediate report, the timing of the public offering, its scope, and its terms (including the terms of the Bonds, if and to the extent offered) have not yet been finalized, and nothing stated in this immediate report constitutes any obligation by the Company to proceed with the offering of the Bonds as described. It is further clarified that the publication of the shelf offering report is subject to obtaining all required approvals under law, including the approval of the Company�s Board of Directors (including regarding the terms and structure of the public offering and the publication of the shelf offering report) and the approval of the TASE for listing the Bonds and the Company�s shares resulting from the conversion of the Bonds (if converted), as well as the publication of the shelf offering report. Accordingly, there is no certainty that the offering will take place. Nothing stated in this immediate report constitutes an offer or invitation to purchase securities of the Company.

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	Reference to parallel Hebrew report:	2025-01-102013
	This report was not reported in Hebrew.

Details of the authorized signatories to sign on behalf of the corporation:

	Name of the signer	Corporate Role
1	Elad Sirkis	Secretary _________

Note: According to Rule 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations will be signed by the authorized persons to sign on behalf of the corporation. For the ISA staff notice Click here .2 2

References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
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Stock Exchange/Market: ������	Date of revision of form structure: 06/08/2024
Address: ��� ����� 53 , ������� 53454   , Tel: 03-7332997 , 03-7338174 Fax: 03-7238855
E-mail address: menin@fnx.co.il
Previous names of reporting entity: ������ ������ ��"�, ������ ������� ���� ����� ��"�
Name of the Signatory: ������ ���� Position of Signatory in the reporting corporation: Name of Employer Company: ������ ���� ������ ��"�
Address: ��� ����� 53 , ������� 5345433 Telephone: 074-7315656 Facsimile: 03-7238855 E-mail: Elads1@fnx.co.il 1