The Phoenix Holdings Ltd.

Related Party Transaction • May 18, 2022

Re: Update regarding the effect of the transfer of shares of Phoeniclass Ltd within The Phoenix GroupFollowing the Company's report in its annual financial statements as of December 31, 2021, which were published on March 29, 2022 (Reference No.: 2022-01-036997) regarding the transfer of 49% of the issued and paid-up share capital of Phoeniclass Ltd. ("Phoeniclass"), which were held by The Phoenix Investments and Finance Ltd. (A wholly owned subsidiary of the Company) to the sister company, The Phoenix Insurance Company Ltd. ("Phoenix Insurance"), on March 31, 2022, the said transfer of shares was completed upon receipt of the approval of the Tax Authority (on May 15, 2022) to March 31, 2022, which was a precondition for the completion of the transaction.As part of the completion of the transfer of Phoeniclass shares to The Phoenix Insurance and in accordance with the accounting rules applicable to The Phoenix Insurance, The Phoenix Insurance performed a valuation of the shares of Phoeniclass through an external independent appraiser. According to the valuation, The Phoenix Insurance is expected to write a one-time profit after tax in the aggregate amount of NIS 60 million in its financial statements as of March 31, 2022. It shall also be noted that the transfer of the Phoeniclass shares is considered a capital action in The Phoenix Insurance financial statements as of March 31, 2022 and expected to immaterially affect The Phoenix Insurance's economy solvency ratio, after the date of the financial statement, as of December 31, 2021 which is expected to be published until 31 May 2022.It shall be clarified that the above figure regarding the impact on the financial results as of March 31, 2022, is based on the data known as of the date of this report and that the financial results as of March 31, 2022, are also affected by other factors relevant to the Group's operations, including the Group's business results and the state of the financial markets. Therefore, 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:	18/05/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-060352	Time of broadcast: 10:34 10:34

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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:   _________   _________   _________

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Attached hereto is a report on

Re: Update regarding the effect of the transfer of shares of Phoeniclass Ltd within The Phoenix Group Following the Company's report in its annual financial statements as of December 31, 2021, which were published on March 29, 2022 (Reference No.: 2022-01-036997) regarding the transfer of 49% of the issued and paid-up share capital of Phoeniclass Ltd. ("Phoeniclass"), which were held by The Phoenix Investments and Finance Ltd. (A wholly owned subsidiary of the Company) to the sister company, The Phoenix Insurance Company Ltd. ("Phoenix Insurance"), on March 31, 2022, the said transfer of shares was completed upon receipt of the approval of the Tax Authority (on May 15, 2022) to March 31, 2022, which was a precondition for the completion of the transaction. As part of the completion of the transfer of Phoeniclass shares to The Phoenix Insurance and in accordance with the accounting rules applicable to The Phoenix Insurance, The Phoenix Insurance performed a valuation of the shares of Phoeniclass through an external independent appraiser. According to the valuation, The Phoenix Insurance is expected to write a one-time profit after tax in the aggregate amount of NIS 60 million in its financial statements as of March 31, 2022. It shall also be noted that the transfer of the Phoeniclass shares is considered a capital action in The Phoenix Insurance financial statements as of March 31, 2022 and expected to immaterially affect The Phoenix Insurance's economy solvency ratio, after the date of the financial statement, as of December 31, 2021 which is expected to be published until 31 May 2022. It shall be clarified that the above figure regarding the impact on the financial results as of March 31, 2022, is based on the data known as of the date of this report and that the financial results as of March 31, 2022, are also affected by other factors relevant to the Group's operations, including the Group's business results and the state of the financial markets. Therefore,

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	Reference to parallel Hebrew report:	2022-01-048462
	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 on the 17 of May 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: 27/04/2022
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