The Phoenix Holdings Ltd.

Regulatory Filings • Jul 28, 2022

Re: Update regarding the effect of Amendment to a Shareholders Agreement in The Phoenix Capital Ltd. - Immediate Report 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:	28/07/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-078768	Time of broadcast: 08:42 08:42

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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: Update regarding the Effect of Amendment to a Shareholders Agreement in The Phoenix Capital Ltd. - Immediate Report The Company has an indirect 65% stake in The Phoenix Capital Ltd. (hereinafter - �The Phoenix Capital�) through The Phoenix Investments and Finances Ltd., a wholly-owned subsidiary of the Company; The Phoenix Capital is engaged in the establishment, management and distribution of alternative investment funds. The Phoenix Capital�s activity constitutes a part of the Company�s strategic plan to achieve growth in the area of asset management in general, and in the area of establishing, management and distribution of alternative investment funds in particular. The remaining holdings in The Phoenix Capital are held by Safra Consultation and Investments Ltd. (hereinafter - �Safra�). The parties have in place a shareholder's agreement that regulates the management of The Phoenix Capital; the said agreement stipulates, among other things, that decisions in The Phoenix Capital will be made jointly, despite the fact that the parties� stakes in the company are not equal. On June 29 2022, the parties signed an addendum to the agreement, which regulates various outstanding issues which are immaterial to the Company, as well as the management of The Phoenix Capital; among other things, and as part of the implementation of the Company�s strategic plan, the addendum stipulates that decision making in The Phoenix Capital will be made in line with the parties� stake therein. As a result of the said amendment, the Company will change the recording of its holding in The Phoenix Capital from joint control to control. ? In accordance with an appraisal of Phoenix Capital, which was carried out by an external appraiser, and which was received on July 27 2022, the Company is expected to record in its financial statements as of June 30 2022, a one-off capital gain as a result of assuming control in The Phoenix Capital; the post-tax capital gain will amount to approx. NIS 85 million. The Company�s estimate as to the expected gain as stated above has not yet been approved by the Company�s competent organs, nor has it been reviewed by the Company�s independent auditor; furthermore, there is no certainty that the estimate will, indeed, be approved. Furthermore, the said gain does not reflect the Company�s financial results as of June 30 2022, which depend on a number of other material variables.

Attached hereto is a report on	Re: Update regarding the effect of Amendment to a Shareholders Agreement in The Phoenix Capital Ltd. - Immediate Report

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	Reference to parallel Hebrew report:	2022-01-078765
	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 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: 07/06/2022
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