The Phoenix Holdings Ltd.

M&A Activity • Aug 10, 2023

Re: A Full Tender Offer for the Shares of Gama Management and Clearing Ltd.The Company reports that on August 10, 2023, The Phoenix Investments and Finance Ltd., a wholly-owned subsidiary of the Company ("Phoenix Investments"), published a full tender offer for the purchase of shares in Gama Management and Clearing Ltd. ("Gama"), the execution of which is conditional on the purchase of the full amount of offered shares, in such a way that after the tender offer, Gama will become a private company fully owned by Phoenix Investments.As of the reporting date, Phoenix Investments owns approximately 76.87% of Gama's issued capital. To the extent that the tender offer is completed, the consideration expected to be paid by Phoenix Investments will be in the amount of approximately NIS 220,518 thousand. It will be clarified that there is no certainty that the tender offer will indeed be successfully completed. false

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THE PHOENIX HOLDINGS LTD
Corporation no: 520017450	10820
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	10/08/2023
	www.isa.gov.il			www.tase.co.il				Reference:	2023-01-074659	Time of broadcast: 16:15 16:15

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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:   _________   _________   _________

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Attached hereto is a report on

Re: A Full Tender Offer for the Shares of Gama Management and Clearing Ltd. The Company reports that on August 10, 2023, The Phoenix Investments and Finance Ltd., a wholly-owned subsidiary of the Company ("Phoenix Investments"), published a full tender offer for the purchase of shares in Gama Management and Clearing Ltd. ("Gama"), the execution of which is conditional on the purchase of the full amount of offered shares, in such a way that after the tender offer, Gama will become a private company fully owned by Phoenix Investments. As of the reporting date, Phoenix Investments owns approximately 76.87% of Gama's issued capital. To the extent that the tender offer is completed, the consideration expected to be paid by Phoenix Investments will be in the amount of approximately NIS 220,518 thousand. It will be clarified that there is no certainty that the tender offer will indeed be successfully completed.

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	Reference to parallel Hebrew report:	2023-01-074644
	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):
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Stock Exchange/Market: ������	Date of revision of form structure: 08/08/2023
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 , ������� 53454 Telephone: 03-7332997 Facsimile: 03-7238831 E-mail: menin@fnx.co.il 1