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The Phoenix Holdings Ltd.

Notice of Dividend Amount May 29, 2025

6983_rns_2025-05-29_dbd55aec-3c19-4f93-8cb6-f4222bca4e16.pdf

Notice of Dividend Amount

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Phoenix Financial LTD

Registry Number 520017450

_________________
To: The Securities Authority To: The Tel Aviv Stock Exchange Ltd. T081(Public) Transmission Date:
www.isa.gov.il www.tase.co.il
________________
Reference:

Immediate Report on Distribution of Cash Dividend to Securities Regulation 37(A) of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970

    1. We are hereby report that on 28/05/2025 it was decided to pay a dividend to the Company's securities.
    1. The effective date (Record Day): 12/06/2025 Date of payment: 22/06/2025
    1. Payment details:
    2. Dividend distributed from a company resident in Israel (For the composition of the sources of dividends and tax rates, see section 7a)
    3. o Dividend distributed by a Real Estate Investment Fund (For the composition of dividend sources and tax rates, see section 7c)
No. of
Eligible
Securities
Security
Name
Dividend Amount
for Single
Security
Currency
Dividend
Amount
Payment
Currency
Representative
Rate for Payment
as of
Individual
Tax %
Corporate
Tax %
767012 The Phoenix 0.91467 NIS _ NIS ____ 25 0

o Dividend distributed from a foreign resident company (For tax rates see section 7b)

No. of
Eligible
Securities
Security
Name
Gross Amount
Per Single
Security
Currency
Amount
Overseas Tax
Treaty Tax %
%
Individual Tax
Balance for
Deduction in
Israel %
Corporate Tax
Balance for
Deduction in
Israel %
Amount to be
Paid in Israel
for Single
Security
Payment
Currency
Representative Rate for
Payment as of
Actual
Individual Tax
in Israel %
Actual
Corporate Tax
in Israel %

The dividend amount to be paid must be specified with an accuracy of up to 7 digits after the decimal point for a payment made in NIS and up to 5 digits after the decimal point in case of payment in another currency.

    1. The total amount of the dividend to be paid is: NIS 230,000,000.
    1. The balance of the corporation's profits as defined in section 302 of the Companies Law, 5769-1999, after the distribution in relation to this report are in the amount of: NIS 10,595,524,000.
  • Dividend distribution approval procedure:

Decision of the Board of Directors ("BOD") dated May 28, 2025.

The above distribution complies with the approval of the court in accordance with section 303 of the Companies Law? No.

The dividend amount for single security is subject to change due to:

Since there will be options which will be exercised by employees of The Phoenix Group, between the date of the announcement of the distribution and the effective date, the amount of the dividend per share will be adjusted according to the actual number of shares. The Company will publish a supplementary report in respect of this adjustment at the effective date. Such exercise will result in a reduction in the amount of the dividend per share.

    1. The rates of withholding tax listed below are for the purpose of deducting withholding tax by members of the Stock Exchange.
    2. 7a. The composition of the sources of dividends distributed from a company resident in Israel from shares and financial instruments, excluding the Reit Trust.
% Of
Dividend
Individuals Companies Foreign
Residents
Income subject to corporate tax (1) 100 25% 0% 25%
Income originated overseas (2) 0 25% 23% 25%
Income approved/benefited enterprise
(3)
0 15% 15% 15%
Income Ireland benefited enterprise until 2013 (4) 0 15% 15% 4%
Income Ireland benefited
enterprise as of 2014 (5)
0 20% 20% 4%
Preferred income 0 20% 0% 20%
Income approved
tourism/agricultural
enterprise
(6)
0 20% 20% 20%
Income approved/benefited enterprise
submitted a waiver notice (7)
0 15% 0% 15%
Distribution classified as capital gain 0 25% 23% 0%
Distribution by participating unit 0 0 0 0
Other 0 0 0 0

Explanation:

________________

  • (1) Income subject to corporate tax Income from dividends or dividends deriving from income produced or constructed in Israel, received directly or indirectly from another body of persons subject to corporate tax.
  • (2) Income originated overseas is income produced or constructed overseas and not charged in Israel.
  • (3) Including income from a tourist benefited enterprise and that the year of selection/operation is until 2013.
  • (4) Ireland benefited enterprise the year of selection is until 2013.
  • (5) Ireland benefited enterprise the year of selection is from 2014 onwards.
  • (6) Including income from a tourist benefited enterprise and that the year of selection/operation is from 2014 onwards.
  • (7) Approved/benefited enterprise submitted a waiver notice until 30.6.2015, after deducting corporate tax to which it was subject.

7b. Dividend distributed from a foreign resident company

Individuals Companies Foreign Residents
Dividend distributed from a foreign resident company 25% 23% 0%

7c. Dividend distributed by a real estate investment fund

% Of
Dividend
Individuals
(1)
Companies Foreign
Resident
Exempt
Mutual
Provident
Fund (2)
Companies Fund
From real estate appreciation, capital __ 25% 23% 23% 0% 0%
gain and depreciation (3)
Other taxable income (such as rent) __ 47% 23% 23% 23% 0%
From income-producing real estate for __ 20% 20% 20% 0% 0%
rental housing
Income charged by the fund (4) __ 25% 0% 25% 0% 0%
Exceptional income __ 70% 70% 70% 60% 70%
Other __ ___ ____ ____ _ ____
% Withholding tax deducted 100% ___ ____ ____ _ ____
  • (1) Individuals including income from a taxable mutual fund, foreign residents.
  • (2) An annuity provident fund or benefits or compensation as defined in the Income Tax Ordinance and a provident fund or foreign pension fund that is a resident of a reciprocating country.
  • (3) Real estate appreciation or capital gain, other than the sale of real estate held for a short period, and from income in the amount of depreciation costs.
  • (4) Distribution of taxable income by the fund in accordance with section 64A4(e).
    1. The number of dormant securities of the corporation that are not eligible for dividend payment and for which a waiver letter must be made to receive the dividend payment 11,647,072.5
    1. The effect of the dividend distribution on convertible securities:
    2. o The Company has no convertible securities

________________

  • o Dividend distribution has no effect on convertible securities
  • The effect of the dividend distribution on the convertible securities is as follows:
Name of Security Security
No.
Notes
Phoenix Opt.
Employees
7670235 The gross dividend per share will be reduced from the current
exercise price
  1. Recommendations and resolutions of the directors in connection with the distribution of the dividend pursuant to Regulation 37(a)(1) of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970:

Following the update to the Company's dividend distribution policy, as reported by the company on May 18, 2025 (Reference No: 2025-01-034416), the dividend distribution will be carried out starting from the Company's financial statements dated March 31, 2025, on a quarterly basis instead of a semi-annual basis. No changes have been made to the other terms of the distribution policy, and the Company will

distribute an annual dividend at a rate not less than 40% of the Company's total distributable profit according to its financial statements for the relevant year. It should be clarified that amounts used by the Company for share repurchase programs are not included in the dividend distribution.

Regarding the current dividend distribution, it has been determined that according to the Company's financial statements results dated March 31, 2025, the distributable profit according to the provisions of the Companies Law, 1999 ("Companies Law"), amounted to approximately 10.8 billion NIS, thus the distribution meets the "profit criterion" as defined in the Companies Law.

For the purpose of examining the Company's compliance with the " the ability to meet liabilities criterion" as defined in the Companies Law, the Company ensured that the dividend distribution does not prevent the Company from meeting its existing and expected obligations when they become due. The Company's board of directors believes, after examining the impact of the distribution on the Company's financial condition, its expected cash flow, its capital structure, its liquidity status, and its compliance with existing financial covenants, that the execution of the distribution does not prevent the Company from meeting its obligations as mentioned.

It should be noted that the board's decision is also based, among other things, on the distribution of dividends from the subsidiary companies to the Company, which have accordingly updated their distribution policies to quarterly distributions.

Accordingly, the board of directors has determined that the distribution is in accordance with the distribution criteria set forth in the Companies Law and does not negatively impact the Company's financial condition.

Name of Signatory Position
1 Meni Neeman Other
Chief Legal Advisor
2 Eli Schwartz Chief Financial Officer
____

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

Explanation: Pursuant to Regulation 5 of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970, a report submitted under these regulations shall be signed by the authorized signatories on behalf of the corporation. A staff position on the subject can be found on the Authority's website: Click here.

Reference numbers of previous documents in this matter (the reference does not constitute inclusion by reference):

_______________________________________________________________________________________

The corporation's securities are listed for trading on the Tel Aviv Stock Exchange

________________

Date of update of form structure: 4.02.2025

Short name: The Phoenix Adress: 53 Derech Hashalom, Givatayim 53454, Tel: 03–7332997, 03-7338174 ; Fax: 03–7238855 E-mail: [email protected] Previous names of the reporting entity: The Israel Phoenix Insurance Company Ltd.

Name of electronic reporter: Elad Sirkis; His position: Company Secretary Employer's name: The Phoenix Insurance Company Ltd. 53 Derech Hashalom, Givatayim 5345433, Tel: 03–7315656, Fax: 03–7238855 E-mail: [email protected]

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