The Phoenix Holdings Ltd.

Regulatory Filings • Nov 3, 2024

D&O liability Insurance policy approval for the Company and its subsidiaries false

������ ������� ��"�	1 818
PHOENIX FINANCIAL LTD
Corporation no: 520017450	14969
- - -

	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	03/11/2024
	www.isa.gov.il			www.tase.co.il				Reference:	2024-01-613184	Time of broadcast: 02:02 02:02

---

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:   _________   _________   _________

The Company is hereby reporting on the decision of the Compensation Committee dated 30.10.2024 regarding the approval of the Company's engagement in Directors and Officers Liability Insurance Policy in the Company and in its subsidiaries, including those serving on behalf of the controlling shareholders, for an annual insurance period commencing on 3.11.2024, in accordance with Regulation 1B1 of the Companies Regulations (Facilitating Transactions with Stakeholders), 5760-2000 ("Facilitation Regulations"). The main points of the engagement are as follows: 1.The limit of liability coverage is in the amount of 165M US dollars per case and in the aggregate for the insurance period with the addition of reasonable legal costs, which are beyond the aforesaid limit of liability for claims in Israel; 2.The deductible payable by the Company shall not exceed 250K US dollars per claim and in claims related to The Securities Law in Israel, the amount of the Company's deductible shall not exceed the sum of 500K US dollars per claim; 3.The cost of the annual premium for the aforementioned coverage and the amount of the deductibles are in accordance with market conditions and are determined in accordance with the offers received by the Company from the reinsurers; The policy will be renewable every year for up to three years in total, from the date of its approval as stated in this immediate report above, whether by extending the validity of the policy described above and whether by entering into a new liability insurance policy, provided that the Compensation Committee approves that there is no material change in the terms of the new policy with respect to the terms of the policy subject to this immediate report. The main reasons of the Compensation Committee for approving the granting of the liability insurance policy as stated above, are as follows: 1.Purchasing a liability insurance policy for directors and officers is common among public companies in Israel and is essential to enable the Company's directors and officers to act freely for the benefit of the Company, while reducing their level of personal exposure. 2.The liability insurance policy for directors and officers terms, including the scope of insurance coverage, were agreed and shall be agreed in accordance with the assessment of the Company and after consultation with its insurance consultant, in the framework of comprehensive negotiations in relation to all the directors and officers in the Company, including those who are the controlling shareholders of the Company and their relatives, given the scope of the Company's activities and occupation and they are the same for all directors and officers in the Company, including in respect of the controlling shareholders and their relatives. 3.The engagement is on market terms and may not materially affect the Company's profitability, assets, or liabilities. 4.The liability insurance policy complies with the Companies Law, 5769-1999 ("The Companies Law"), The Securities Law, 5728-1968 and the Company's AOA and the limit of liability is in accordance with the Company's Compensation Policy approved by the General Meeting of the Company's shareholders according to Section 267A(a) of The Companies Law. Therefore, the Compensation Committee confirmed that the conditions of Regulation 1B1 of the Facilitation Regulations are fulfilled and that such engagement does not require the approval of the general meeting of the Company's shareholders.

Attached hereto is a report on	D&O liability Insurance policy approval for the Company and its subsidiaries

_________

	Reference to parallel Hebrew report:	2024-01-612897
	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	Meni Neeman	Other Chief Legal Officer

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

note that the attached report is a convenience translation only and the parallel Hebrew immediate report which was published on 31 October 2024 is the binding report.
References of previous documents relating to this matter(the reference does not constitute incorporation by reference):
- - -
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