The Phoenix Holdings Ltd.

Prospectus • Jan 19, 2025

Note that this report is a convenience translation only and the parallel Hebrew immediate report which was published is the binding report.

Re: Results of the Public Offering according to the Shelf Offering Report dated January 16, 2025

In accordance with Section 30 of the Securities Law, 5728-1968, and the Securities (Notice of Results of the Offer in a Prospectus) Regulations, 5730-1969, the Company is hereby announcing the results of the issuance according to the Company's Shelf Offering Report published according to the prospectus ("Shelf Offering Report").

Background:

• 1. According to the Shelf Offering Report, the Company offered to the public, in a uniform offer (as defined in the Securities Law Regulations (Offer of Securities to the Public), 5767-2007 ("Offer Regulations"), the following securities:
  2. 1.1. Up to NIS 214,646,000 Par value of Bonds (Series 5) listed in the name of and with a Par value of NIS 1 each ("Bonds (Series 5)"), by way of series expansion, through a tender for the unit price, when the minimum price per unit will be a total of NIS 1,056, all under the conditions specified in the Shelf Offering Report ("The Units Offered for the Bonds (Series 5)" and "Bonds (Series 5) Tender", respectively); and
  3. 1.2. Up to NIS 550,942,000 Par value of Bonds (Series 6) listed in the name of and with a Par value of NIS 1 each ("Bonds (Series 6)"), by way of series expansion, through a tender for the unit price, when the minimum price per unit will be a total of NIS 880, all under the conditions specified in the Shelf Offering Report ("The Units Offered for the Bonds (Series 6)" and "Bonds (Series 6) Tender", respectively); and
• 1. According to the Shelf Offering Report, the Bonds (Series 5) Tender and the Bonds (Series 6) Tender ("The Tenders") were separate and independent tenders or unconditional on each other, and the bids received in each of the Tenders were separate and independent or unconditional on each other.
• 1. The Company was given Early Commitments from qualified investors, according to which the qualified investors undertook to submit bids in tenders, as detailed in Section 4 of the Shelf Offering Report ("Early Commitments").
• 1. The offering of the Bonds (Series 5) and the Bonds (Series 6) was not guaranteed by underwriting.

Results of the Tenders:

• 1. The Bonds (Series 5) Tender (in this Section 5: "The Bonds" and "The Tender", respectively):
  2. 5.1. In the Tender, a total of 37 bids were received for the purchase of 174,242 units received according to the Early Commitments).
  3. 5.2. In the Tender, it was set forth that the price of the unit is a total of 1,056 NIS (in this Section 5: "Closing Price Per Unit").
  4. 5.3. In the Tender, a total of 37 bids to purchase 162,069 units were accepted, as follows:

Note that this report is a convenience translation only and the parallel Hebrew immediate report which was published is the binding report.

• 5.3.1. 26 bids received according to the Early Commitments for the purchase of 162,069 units, in which a price per unit higher than the Closing Price Per Unit was determined - were fully answered;
• 5.3.2. 2 bids received according to the Early Commitments for the purchase of 12,137 units, in which a price per unit equal to the Closing Price Per Unit was determined - were fully answered;
• 5.4. The Company allocated a total of 174,242 units in respect of the Bonds (Series 5), according to the results of the Tender above, which constitute a total Par value of NIS 174,242,000.
• 5.5. Following the aforementioned in Section 7.2 of the Shelf Offering Report, the discount rate for the Bonds (Series 5) that were issued is approximately 8.00298% and the new uniform weighted discount rate for the Bonds (Series 5) in turnover and the Bonds (Series 5) which were allocated as mentioned in this Section 5 above, is 2.80274%.
• 1. The Bonds (Series 6) Tender (in this Section 6: "The Bonds" and "The Tender", respectively):
  2. 6.1. In the Tender, a total of 170 bids were received for the purchase of 620,902 units (from which 57 bids to purchase 473,120 units received according to the Early Commitments).
  3. 6.2. In the Tender, it was set forth that the price of the unit is a total of 882 NIS (in this Section 6: "Closing Price Per Unit").
  4. 6.3. In accordance with the aforementioned in Section 1.2 of the Shelf Offering Report and in light of the Tender results, the total of bids that were answered reflect a total exceeding NIS 473,120,000 Par value of bonds, therefore, the Company reports that the excess amount for the Bonds (Series 6) is 147,782,000 NIS Par value (as defined in Section 1.2 of the Shelf Offering Report), and that the allocation to the bidders who were answered within the Tender will be made according to the ratio (pro rata) between the amount of Bonds (Series 6) issued to the public (as the term is defined in Section 1.2 of the Shelf Offering Report) and the bids answered in the Tender, in such a way that every bidder, whose bid was granted according to the results of the Tender (as stated in Section 6.3 below), will be allocated approximately 76.20% of the scope of the allocation according to the results of the Tender (according to the calculation below: 473,120,000/620,902,000)
  5. 6.4. In the Tender, a total of 146 bids to purchase 473,120 units were accepted, as follows:
     • 6.4.1. 44 bids received according to the Early Commitments for the purchase of 389,320 units, in which a price per unit higher than the Closing Price Per Unit was determined - were answered partly in 85.87% rate (that is, these qualified investors were allocated 334,329 units);
     • 6.4.2. 11 bids received according to the Early Commitments for the purchase of 77,800 units, in which a price per unit equal to the Closing Price Per Unit was determined - were answered partly in 78.77% rate (that is, these qualified investors were allocated 61,288 units);

Note that this report is a convenience translation only and the parallel Hebrew immediate report which was published is the binding report.

• 6.4.3. 91 bids received from the public to purchase 90,252 units, in which a price per unit higher than the Closing Price Per Unit was determined - were answered partly in 85.87% rate (that is, 77,503 units were allocated to the public);
• 6.5. The Company allocated a total of 473,120 units in respect of the Bonds (Series 6), according to the results of the Tender above, which constitute a total Par value of NIS 473,120,000.
• 6.6. Following the aforementioned in Section 7.2 of the Shelf Offering Report, the discount rate for the Bonds (Series 6) that were issued is approximately 12.07477% and the new uniform weighted discount rate for the Bonds (Series 6) in turnover and the Bonds (Series 6) which were allocated as mentioned in this Section 6 above, is 9.69381%.
• 1. According to the results of the above Tenders, the immediate total consideration (gross) that the Company will receive amounts to a total of NIS 600,345,152.

The Company thanks the investing public for their response to the offer of the Bonds (Series 5) and the Bonds (Series 6) in accordance with the Shelf Offering Report.