The Phoenix Holdings Ltd.

Transaction in Own Shares • Jan 29, 2025

Phoenix Financial Ltd.

Com. Reg. No. 520017450

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To The Securities Authority www.isa.gov.il	To Tel Aviv Stock Exchange Ltd. www.tase.co.il _________________	T880(Public)	Transmitted via Magna: Reference: 2024-01-012183

Immediate Report regarding an Approval of a Buyback Plan

Regulation 31L(a) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970

1.	Type of purchaser: The Company
	Name of the corporation controlled by the Company in English: _____
	The Company controls the corporation by virtue of: _________
	Percentage by which the corporation is held by the Company: _%
	Type of identity number: Registrar of Companies
	Company Registration No.: 520017450
	Country of incorporation or registration: Israel

1. Type of securities as part of the buyback plan: Share No. of securities in the TASE: 767012

Date on which the buyback plan's execution is scheduled to commence: 02/02/2025

Estimated date for executing future buybacks: From time to time and as determined by the Company's management, which has been authorized to purchase the securities by the BOD, at its discretion, within the period set for the execution of the plan.

The period determined for the execution of the plan: 29/01/2025 until 31/01/2026

The date of approval of the buyback plan by the BOD: 28/01/2025

The BOD's reasons for the execution of the buyback plan:

• 1. The Company has the financial and cash flow capabilities to make the buyback purchases as part of the buyback plan (Hereinafter "2025 Plan");
• 2. The Company complies with the distribution tests, as defined in Section 302 (a) of the Companies Law, 5769-1999, and there is no reasonable doubt that the 2024 Plan will prevent the Company from meeting its existing and expected liabilities when their due date arrives. As part of the examination of compliance with the distribution tests, the Company's BOD examined, inter alia, the projected cash flow for the coming years, the sources of liquidity, the rating restrictions on distribution, and the level of leverage of the Company;

-Convenience Translation Only The Hebrew immediate report is the binding report-

• 3. As of the date of approval of the 2025 Plan by the BOD, the Company has a balance of distributable surpluses (as of September 30th , 2024) in the amount of approximately NIS 9.08 billion, whereas the scope of the plan is up to NIS 100 million;
• 4. The adoption of the plan will not materially impair the Company's capital structure, level of leverage and liquidity;
• 5. The approval of the 2025 Plan does not constitute a violation of the Company's liabilities to its creditors, including violation of its liabilities to its bondholders. In addition, the execution of the plan will not affect the Company's compliance with its financial liabilities to its bondholders.

The estimated total cost of the buyback plan: Up to NIS 100 million

Or the number of securities expected to be purchased under the buyback plan: ________________________

Tax implications of the buyback plan on the Company and the securities' holders:

The Company's opinion is that the purchase of the shares is not expected to create a tax liability for the Company.

The Company has no information regarding the possible tax effects of the 2025 Plan on its shareholders.

The buyback plan is financed by a loan:

1.		Total amount of loan taken: ___ Outstanding loan balance: ___
	The interest rate %:	___ Loan currency: ___
	Loan repayment dates: ______

• Finding resources for the execution of the buyback plan: Independent sources

Manner of executing the buyback plan: Other

Details: At the sole discretion of the Company's management, including in the context of trading on or off the TASE.

It is hereby clarified that there is no commitment in the adoption of the 2025 Plan to make purchases in any volume of the Company's shares.

The purchase will be made by the Company, including through private subsidiaries. In addition, the purchase may be used for the benefit of exercising options granted to officers and employees of the Company and its subsidiaries.

Details of buyback plans approved in the three years preceding the date of the immediate report:

-Convenience Translation Only The Hebrew immediate report is the binding report-

On January 31, 2023, the Company's BOD approved a self-purchase of shares up to NIS 100 million. See immediate report dated 1.2.2023 (number of reference: 2023-01-011410) as well as reporting of December 31, 2023 (number of reference: 2023-01-118477). The company exercised a rate of about 38.23% of this plan.

On January 31, 2024, the Company's BOD approved a self-purchase of shares up to NIS 100 million ("2024 Plan"). See immediate report dated 31.1.2024 (number of reference: 2024-01-012183. The 2024 plan was expanded on June 5, 2024 by an additional NIS 100 million, bringing the total cost of the program to up to NIS 200 million. For more details, see the immediate report from June 6, 2024 (Ref. No. 2024-01-057664). On January 1, 2025 (Ref. No. 2025-01-000097), the Company reported that it had realized a rate of approximately 91.5% of this plan.

The buyback plan is for the purchase of shares or securities convertible into shares: Yes

1. The corporation's earnings as defined in Section 302 to the Companies Law: 9,078,746,000

Is the purchase under the buyback plan expected to materially impact the shareholders' holding rates and voting rights of stakeholders? No

Details: _____________

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

	Name of Signatory	Title
	Meni Neeman	Other
1		Chief Legal Officer

Explanation: In accordance with Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, a report filed pursuant to these regulations shall be signed by the corporation's authorized signatories. For a staff position of this matter, see the Authority's website: click here.

Reference numbers of previous reports on the matter (does not constitute inclusion by way of reference):

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Date of updating the structure of the form: 31/12/2023

The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange Ticker: The Phoenix

Address: 53 Derech HaSHalom, Givalayım 53454 Telephone: 03-7332997, 03-7338174 Fax: 03-7238855 Email Address: menin@fnx.co.il

Previous names of reporting entity: The Israeli Phoenix Insurance Company Ltd. Name of Electronic Reporter: Elad Sirkis Position: Corporate Secretary Employer company's name: Address: 53 Derech HaSHalom, Givalayım 53454 Telephone: 074-7315656 Fax: 03- 7238855 Email Address: Elads1@fnx.co.il