The Phoenix Holdings Ltd.

Regulatory Filings • Jun 12, 2022

Re: Establishment of a New Underwriting Company 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:	12/06/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-072025	Time of broadcast: 09:03 09:03

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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: Establishment of a New Underwriting Company The Company is hereby honored to announce that on 9 June 2022, it entered into an agreement (through a wholly owned company) with three partners: Mr. Eyal Grinbaum, Mr. Ehud Toibin & Mr. Yoav Fogel which are all with background and experience in the sector of underwriting for the establishment of a new Underwriting Company (hereinafter: "The Underwriting Company"). In accordance with terms of the agreement, the company will hold (indirectly) 19.99% of the issued and paid-up capital as well as the voting rights of the new Underwriting Company, and the balance of the aforesaid rights will be held by the aforesaid partners. Under the agreement, provisions were set in connection with the management of the Underwriting Company's activities including, in connection with the appointment of directors; in connection with the infusion of original capital by shareholders and the provision of financing (to an insignificant extent) to the Underwriting Company by The Phoenix, for the purpose of its day-to-day operations; as well as in connection with issues that deviate from the normal course of business, in the case of which, a decision will be required by a special majority requiring the consent of the company. In addition, the agreement sets transferability limits against the shares of the Underwriting Company, including mechanisms of first right of refusal, right of joining and the right to compulsory acquisition of the holdings of the parties, as is customary in such agreements. In addition, the agreement stipulated provisions in connection with the non-competition of the parties in the activity of the Underwriting Company, as is customary in such agreements. The transaction, as stated above, is conditional on the preconditions set, including the requirements and conditions for obtaining an underwriter license and registration in the Underwriters' Register of the Securities Authority, in accordance with the Securities Regulations (Underwriting), 5767-2007 (hereinafter: "The Underwriting Regulations"). Subject to the completion of the said transaction, the Company will exercise the means of control given to it, for Excellence Nessuah Underwriting (1993) Ltd. (which as of the date of the report indirectly holds 100% of the rights therein) to cease to serve as an active underwriter, in accordance with the meaning of this term in the Underwriting Regulations.

Attached hereto is a report on	Re: Establishment of a New Underwriting Company

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	Reference to parallel Hebrew report:	2022-01-072013
	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 above 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