The Phoenix Holdings Ltd.

Capital/Financing Update • Dec 12, 2023

Re: The Phoenix Group Structural Change in Credit Activity false

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

	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	12/12/2023
	www.isa.gov.il			www.tase.co.il				Reference:	2023-01-134844	Time of broadcast: 01:35 01:35

---

The corporation scheduled the publication of the report to 12/12/2023 08:20English 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 Group Structural Change in Credit Activity As part of the execution of the group�s credit strategy and with the purpose of concentrating group credit activity under one organization and establishing a significant credit platform, the Company announces a series of decisions relevant to such a structural change that were made in the various bodies of companies in the group. As part of the structural change, The Phoenix Construction Finance Ltd., which provides support and financing services for entrepreneurial projects in real estate (mainly residential) ("Phoenix Construction"), which is wholly owned by The Phoenix Insurance Company Ltd., a wholly-owned subsidiary of the Company ("Phoenix Insurance") will be transferred to the holding of Gama Management and Clearing Ltd., which is fully (indirectly) owned by the Company ("Gama")(1). This structural change will be carried out in stages: in the first stage, on December 31, 2023, a distribution will be made as a dividend in kind of the Phoenix Construction shares to the Company and then, on January 1, 2024, the Company will transfer its entire holdings in Phoenix Construction to Gama. The distribution of the dividend in kind of Phoenix Construction will be done according to a valuation received from an external appraiser of approximately NIS 315 million. Simultaneously with the completion of the structural change, Phoenix Insurance and Phoenix Construction will enter into an agreement for the provision of management and cooperation services in connection with an existing credit portfolio as well as in connection with placing new credit, to the extent that it will be provided by Phoenix Insurance, and Sales Law Guarantees, to the extent that they will be issued by Phoenix Insurance (at its sole discretion). Also, the agreement regulates management services to be provided by Phoenix Construction, including control systems, supervision, and reporting to Phoenix Insurance. As part of the structural change process: 1. Phoenix Construction will be transferred to Gama with a credit portfolio of approximately NIS 600 million (2). 2. Phoenix Construction is expected to have debt of approximately NIS 330 million to Phoenix Insurance (2). 3. The Company will provide Gama or Gama's subsidiaries with a guarantee in the amount of approximately NIS 200 million, in accordance with Gama's operational needs. 4. Gama's equity will increase by approximately NIS 300 million, with the ratio of equity to balance sheet expected to improve significantly. (1)The transfer of Phoenix Construction to Gama will be carried out through the allocation of shares to the Company from The Phoenix Investments and Finance Ltd. ("Phoenix Investments"), a wholly owned subsidiary of the Company and the controlling shareholder of Gama, and then by the allocation of Gama shares to Phoenix Investments, all in accordance with the valuation. (2) The final sums will be calculated on 31 December 2023.

Attached hereto is a report on	Re: The Phoenix Group Structural Change in Credit Activity

_________

	Reference to parallel Hebrew report:	2023-01-134841
	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 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: 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