The Phoenix Holdings Ltd.

M&A Activity • Jul 16, 2023

Immediate Report - KSM Mutual Funds - Funds Agreement - Update 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:	16/07/2023
	www.isa.gov.il			www.tase.co.il				Reference:	2023-01-067129	Time of broadcast: 18:53 18:53

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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:   _________   _________   _________

Following the immediate report by the Company dated January 19, 2023 (Ref No.: 2023-01-009285), among other things, regarding the agreement signed between the KSM Mutual Funds Ltd., which is a subsidiary in indirect control of the Company ("KSM") and between Psagot Mutual Funds Ltd. ("Psagot Funds") for the sale of mutual funds ("Funds Agreement" and "Original Transaction", respectively), as well as further update on the Original Transaction in the Company's financial statements dated March 31, 2023 published on May 31, 2023 (Ref. No. 2023-01-050344), the Company updates that on July 13, 2023, the parties� position was accepted by the Israel Competition Authority in relation to the parties' proposal to execute an updated transaction that includes changes in the sale and in payment with respect to the original transaction ("Updated Transaction"), whereby the Competition Authority will not require the submission of merger notices for the Updated Transaction. In addition, The Commissioner of the Competition ("Commissioner") or the Competition Authority will not enforce measures for the execution of the Updated Transaction. The volume of managed assets that will be purchased in the Updated Transaction will be NIS 11.1 billion in exchange for a total of NIS 200 million, instead managed assets of NIS 17.1 billion in exchange for NIS 260 million, as stipulated in the Original Transaction. In addition to the above, KSM will sign an agreed order under section 50b of the Economic Competition Law, 1988, which is subject to review by the Competition Tribunal, which requires KSM to pay a total of approximately NIS 1.3 million, and whereby the Commissioner will not take any enforcement steps against a KSM or any one on its behalf for the execution of the Original Transaction without notice of a merger to the Commissioner and without the Commissioner's consent. In view of the foregoing, the parties are working to complete the Updated Transaction, and in the process, the transfer of the balance of consideration for the sale of KSM to Psagot Funds for a total of NIS 40 million, against the transfer of the balance of mutual funds that has not yet been transferred from Psagot Funds to KSM.

Attached hereto is a report on	Immediate Report - KSM Mutual Funds - Funds Agreement - Update

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	Reference to parallel Hebrew report:	2023-01-066511
	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	Legal adviser _________

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 published on July 13. 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: 20/06/2023
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