The Phoenix Holdings Ltd.

Regulatory Filings • Dec 21, 2023

Re: The Phoenix Investments House Asset Transaction with Psagot Group for Finance and Investments Ltd. . false

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THE PHOENIX HOLDINGS LTD
Corporation no: 520017450	14969
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	21/12/2023
	www.isa.gov.il			www.tase.co.il				Reference:	2023-01-115186	Time of broadcast: 09:55 09:55

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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:   _________   _________   _________

Re: The Phoenix Investments House Asset Transaction with Psagot Group for Finance and Investments Ltd. Following the Company's report dated December 7, 2023 (Reference No.: 2023-01-111592), regarding advanced negotiations conducted by The Phoenix Investment House Ltd. and KSM Mutual Funds Ltd., both of which are companies indirectly controlled by the Company ("Phoenix Investment House" and "KSM", respectively, and jointly: "Phoenix"), with companies from Psagot Group for Finance and Investments Ltd. ("Psagot Investment House"), the Company is hereby announcing that on December 19, 2023, Phoenix Investments House and KSM engaged in two binding agreements with companies from Group Psagot For Finance and Investments Ltd., for the sale of assets as detailed below, for a total consideration of NIS 150 million (the "Agreements"). The highlights of the Agreements are as follows: Agreements for the sale of the activities of the active funds and shares of Psagot Compass Investments Ltd. 1.1.Agreement between Phoenix Investment House and KSM and Group Psagot for Finance and Investments Ltd, Psagot Investment House Ltd and Psagot Mutual Funds Ltd ("Psagot Group", "Psagot Investment House" and "Psagot Mutual Funds", respectively), according to which Psagot Mutual Funds will sell to KSM all the actively managed funds currently managed by Psagot Mutual Funds with AuM of approximately NIS 22.2 billion ("Active Funds"), which includes an undertaking by Psagot Group and Psagot Investment House not to compete in active fund activities (collectively: "Funds Sale Agreement"). The Funds Sale Agreement includes a mechanism designed to ensure that no activity will be transferred from Psagot Mutual Funds to KSM, in the event that as a result of such a transfer the 20% market share threshold in the funds market will be crossed, as stipulated by the the law. 1.2. Agreement between Phoenix, Psagot Group and Psagot Investment House, according to which Psagot Investment House will sell 100% of the shares of Psagot Compass Investments Ltd, which operates in the business of hedge fund management ("Psagot Compass"), which includes an undertaking by the Company and Psagot Investment House not to compete in the business of hedge fund management ("Compass Agreement"). 1.3. The consideration amount also includes components for the aforementioned non-compete undertaking. The consideration is subject to an adjustment mechanism which is based on the possible decrease, if any and if exceeding the minimum rate set, in the revenues from the Active Funds at the date of completion of the transaction compared to the date of the signing. 1.4. The Funds Sale Agreement includes conditions to the completion of the Agreement. The deadline for the fulfillment of the conditions will be 6 months after the date of signing the Agreement with the possibility of an extension for additional 60 days. The main points of the conditions: approval from the Director-General of the Israeli Competition Authority and approval from the Securities Authority (as required by law). 1.5. The Compass Agreement includes conditions whose main points are the completion of due diligence to the satisfaction of Phoenix within a period of time stipulated in the Agreement, as well as completing the Funds Sale Agreement. The Company's assessments in connection with the completion of the transaction and the deadlines for its completion constitutes forward-looking information, as defined in the Securities Law, 5728-1968. These assessments may not be realized or may be realized partially and at different times than estimated by the Company, inter alia, due to factors beyond the control of the Company and Phoenix group companies entering into the Agreements.

Attached hereto is a report on	Re: The Phoenix Investments House Asset Transaction with Psagot Group for Finance and Investments Ltd. .

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	Reference to parallel Hebrew report:	2023-01-138141
	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

Note that the attached report is a convenience translation only and the parallel Hebrew immediate report which was published on 20 December 2023 is the binding report.
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: 05/12/2023
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