The Phoenix Holdings Ltd.

M&A Activity • Jan 19, 2023

Re: Agreement for the acquisition of selected assets managed by Psagot Investment House 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:	19/01/2023
	www.isa.gov.il			www.tase.co.il				Reference:	2023-01-008152	Time of broadcast: 16:23 16:23

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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: Agreement for the acquisition of selected assets managed by Psagot Investment House Following the Company's Immediate Report dated January 3, 2023 (Reference No.: 2023-01-001611), the Company is hereby announcing that on January 19, 2023, an agreement was signed between KSM Mutual Funds Ltd., a second-tier-subsidiary indirectly controlled by the Company ("KSM"), and Psagot Mutual Funds Ltd.("Psagot Funds"), according to which, KSM will acquire from Psagot Funds parts of its mutual funds activity, in an asset transaction, in AUM of approximately NIS 17.1 billion, and in consideration of NIS 260 million (hereinafter, respectively: "Funds Agreement" and "Sold Funds"). The agreement stipulates that after the completion of the sale, each party will be allowed to continue operating in the funds market without limit, and there will be no hindrance on the part of Psagot Funds to manage funds that compete with the Sold Funds. The payment of the consideration in the Funds Agreement will be made by the buyer, inter alia, through the assignment to KSM of a bank loan that Psagot Funds took, subject to the bank's consent. The transaction will be carried out by transferring funds between fund managers and in accordance with the provisions of the Joint Investments in Trust Law, 5754-1979. Furthermore, an independent, separate and unconditional agreement was signed in the Funds Agreement between Excellence Investments Ltd., a second-tier-subsidiary indirectly controlled by the Company ("The Phoenix Portfolios"), and Psagot Securities Ltd. ("Psagot Securities"), according to which, The Phoenix Portfolios will acquire all the portfolio management activities of Psagot Securities, in AUM of approximately NIS 8.1 billion ("Portfolio Agreement") and in a total consideration of NIS 50 million. Subject to the bank's consent, the payment of the consideration in the Portfolio Agreement will be made by way of assignment of a bank loan of Psagot Securities to the buyer and/or to whom it shall instruct. As part of the Portfolio Agreement, it was stipulated that the direct employees of the portfolios management activity will be transferred, and in addition, a non-competition clause was established, as is customary in this type of transactions. The Portfolio Agreement is subject to approvals according to law, including the approval of the Competition Authority. In addition, the parties intend to apply for court approval for a settlement according to section 350 of the Companies Law 5759-1999. Accordingly, the completion of the Portfolio Agreement will be carried out only after obtaining all the approvals required by law. The Company's estimations regarding the deadlines that are required for the completion of the agreements constitute forward-looking information, as defined in the Securities Law, 5728-1968. These estimations may not materialize or partially materialize and at different times than estimated by the Company, this is, inter alia, due to factors beyond the control of the Company and The Phoenix Group companies that enter into the agreements.

Attached hereto is a report on	Re: Agreement for the acquisition of selected assets managed by Psagot Investment House

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	Reference to parallel Hebrew report:	2023-01-009285
	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 & Company 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 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: 29/12/2022
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