The Phoenix Holdings Ltd.

Capital/Financing Update • Sep 13, 2022

Re: Private Issuance - Bonds (Series 4) 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:	12/09/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-116635	Time of broadcast: 23:40 23:40

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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:   _________   _________   _________

The Company is hereby announcing that the Company's BOD approved on September 8, 2022, a private issuance to investors who are among the investors listed in the First Schedule to the Securities Law, 5728-1968, of NIS 60,180,542 nominal value of Bonds (Series 4) of the Company, registered in name and with a NIS 1 nominal value each, registered for trading on the TASE ("Securities Law", "TASE" and "Bonds", respectively), by way of series expansion, according to the following details: 1.The terms of the Bonds to be issued according to this Report will be identical to the terms of the bonds in the turnover, which were issued for the first time and registered for trading on the TASE according to the Shelf Offering Report (Amended) dated May 7, 2019 (Reference No.: 2019-01-039576) (This information constitutes an inclusion by way of reference), published by virtue of the 2016 shelf prospectus and which were allocated by way of a series expansion according to the Company's Shelf Offering Report dated February 3, 2021 (Reference No.: 2021-01-013684) (This information constitutes an inclusion by way of reference), published by virtue of the 2019 shelf prospectus ("Previous Shelf Offering Reports") and in accordance with the provisions of the Deed of Trust for the Bonds which was signed on May 7, 2019 between the Company and the trustee for the bondholders, Reznik Paz Nevo Trusts Ltd., and which is attached as Appendix A to the 2019 Shelf Offering Report ("Trust Deed"). 2. The Bonds to be issued according to this Report will constitute, as of the date of their registration for trading on the TASE, one series for all intends and purposes together with the bonds in the turnover, in a total amount of NIS 398,193,996.69 nominal value. 3. The total immediate consideration (gross) for the Bonds to be issued according to this Report will be in the amount of NIS 60,000,000, which reflects a price of 99.7 agorot per NIS 1 nominal value ("The Issuance Price"). 4. The Bonds that were issued according to the Previous Shelf Offering Reports were issued without discounting. As of the date of this Report, the Adjusted Value (principal and interest) of each NIS 1 nominal value of the Bonds is 100.35 agorot ("Adjusted Value"). The Bonds are issued according to this Report at the Issuance Price, which is below the Adjusted Value, and therefore at a discounting. In accordance with the Tax Authority's approval of the Company's request for a "Green Lane" arrangement received by the Company from the Tax Authority on January 20, 2021, regarding the withholding tax on the bond discounting fees, the discounting rate in the issuance for this Report is 0.65047% and the newly created uniform weighted discounting rate for all Bonds is 0.06303%. 5. As of the date of this Report, the Bonds are rated at ilAA- (stable outlook) and of Aa3.il (positive outlook), by S&P Global Ratings Ma'alot Ltd. and by Midroog Ltd. (respectively). 6. It should be noted that the Company complies with the provisions of Section 2.6 of the Trust Deed regarding the conditions required for issuing the additional Bonds (by way of a series expansion) according to this Report. 7. Limitations on resale in accordance with the provisions of Section 15C of the Securities Law and the Regulations thereunder shall apply, after their issuance, on the Bonds that will be issued in accordance with this Report. 8.The issuance of Bonds in respect of this Report is subject to, inter alia, obtaining the approval of the TASE for the registration of the Bonds for trading on the TASE.

Attached hereto is a report on	Re: Private Issuance - Bonds (Series 4)

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	Reference to parallel Hebrew report:	2022-01-093804
	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 that was published on 11 September 2022 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: 02/08/2022
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