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The Phoenix Holdings Ltd.

Share Issue/Capital Change Aug 28, 2025

6983_rns_2025-08-28_ee272a08-652a-4400-be24-76d6ed670258.pdf

Share Issue/Capital Change

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PHOENIX FINANCIAL LTD

PHOENIX FINANCIAL LTD

Registration Number: 520017450

To: Israel Securities Authority To: TEL AVIV STOCK EXCHANGE LTD Form Number: T087 (Public) Filed on MAGNA: 28/08/2025 Israel Securities Authority: www.isa.gov.il TEL AVIV STOCK EXCHANGE LTD: www.tase.co.il Reference: 2025-01-064760

Capital Structure, Grant of Rights to Purchase Shares, and Registers of the Corporation's Securities and Their Changes

Regulation 31E of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 31(a) of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 31(b1) of the Securities Regulations (Immediate Periodic Reports), 1970 Regulation 32 of the Securities Regulations (Periodic and Immediate Reports), 1970

Nature of the Change:

Exercise of options into shares, following automatic exercise upon reaching the limit, granted to company officers and officers and employees in subsidiaries.

Explanation: Briefly describe the nature of the change.

Reference numbers of previous reports on the subject: _________, _________, _________.

1. The Corporation's Securities Position After the Change:

Name
and
Type
of
Security
Security
Number
on
TASE
Quantity
in
Registered
Capital
Issued
and
Paid-Up
Capital
Quantity
Registered
in
the
Name
of
the
Registration
Company
PHOENIX
1
Ordinary
Share
1
NIS
par
value
767012 300,000,000 Last
Report:
263,286,318
Current:
263,290,391
263,289,667
PHOENIX
Bond
(Series
4)
7670250 0 Last
Report:
298,645,497.52
Current:
298,645,497.52
298,645,497.52
PHOENIX
Bond
(Series
5)
7670284 0 Last
Report:
1,137,123,168.24
Current:
1,137,123,168.24
1,137,123,168.24
PHOENIX
Bond
(Series
6)
7670334 0 Last
Report:
1,482,995,147.2
Current:
1,482,995,147.2
1,482,995,147.2
PHOENIX
Employee
Options
7670235 0 Last
Report:
3,187,042
Current:
3,162,979
0
RSU
-
Employees
1211309 0 Last
Report:
1,647,512
Current:
1,647,512
0
RSU
-
Consultants
1211317 0 Last
Report:
7,746
Current:
7,746
0
Options
-
Consultants
1220086 0 Last
Report:
44,209
Current:
44,209
0

Explanation: All securities of the company must be detailed, including securities not listed for trading.

2. The Corporation Announces That:

On the date: 28/08/2025

A change occurred in the quantity and in the register of holders of the corporation's securities (including rights to purchase shares) as a result of:

Description of the nature of the change:

Exercise of options into shares, following automatic exercise upon reaching the limit, granted to company officers and officers and employees in subsidiaries.

Explanation: Describe all details of the transaction or action that caused the change in the corporation's securities.

Section 1

    1. Name of registered holder affected by the change: Isop Management and Trusteeship Services Ltd.
    2. Type of identification number: Number in the Israeli Companies Registrar
    3. Identification number: 513699538
    4. Nature of the change: Exercise of options
    5. Date of change: 25/08/2025
    6. Executed via TASE clearing house: No
    7. Type and name of security affected: PHOENIX Employee Options
    8. Security number on TASE: 7670235
    9. Holder's balance in the last report: 3,187,042
    10. Holder's balance after the change: 3,162,979
    11. Total quantity of securities increased/decreased: 24,063
    12. Is this a grant of rights to purchase shares: No
    13. Total consideration for allocated securities: _________
    14. Security number of the share resulting from the exercise: _________
    15. Number of shares resulting from full exercise/conversion: _________
    16. Total additional proceeds from full exercise/conversion: _________
    17. Period during which the security can be exercised: _________
    18. From: _________ To: _________
    19. Allocated securities will be registered for trading: _________
    20. The allocation is a continuation of: _________ published on: _________, reference number: _________
    21. The security has been fully paid and the consideration has been fully received.
    22. The security has been fully paid, but the consideration has not been fully received.
    23. Issued for ATM program.
    24. Other: _________
    1. Name of registered holder affected by the change: Registration Company of the TEL AVIV STOCK EXCHANGE LTD
    2. Type of identification number: Number in the Israeli Companies Registrar
    3. Identification number: 515736817
    4. Nature of the change: Exercise of options
    5. Date of change: 25/08/2025
    6. Executed via TASE clearing house: Yes
    7. Type and name of security affected: PHOENIX 1 Ordinary Share
    8. Security number on TASE: 767012
  • Holder's balance in the last report: 263,285,594

  • Holder's balance after the change: 263,289,667
  • Total quantity of securities increased/decreased: 4,073
  • Is this a grant of rights to purchase shares: No
  • Total consideration for allocated securities: _________
  • Security number of the share resulting from the exercise: _________
  • Number of shares resulting from full exercise/conversion: _________
  • Total additional proceeds from full exercise/conversion: _________
  • Period during which the security can be exercised: _________
  • From: _________ To: _________
  • Allocated securities will be registered for trading: _________
  • The allocation is a continuation of: _________ published on: _________, reference number: _________
  • The security has been fully paid and the consideration has been fully received.
  • The security has been fully paid, but the consideration has not been fully received.
  • Issued for ATM program.
  • Other: _________

Explanations:

    1. If the change affects more than one security, the effect of the change must be detailed in a separate row for each security.
    1. Date of change all changes of the same type, in the same security, made on one day, will be summarized in one row. For this purpose – changes made through the TASE clearing house must be separated from changes made directly in the company's books.
    1. The change for a decrease, add the sign "-".
    1. In all quantity fields, the quantity of securities must be entered, not NIS par value.

3. Main Shareholder Register as of the Reporting Date:

No. Name of
Registered
Shareholder
Type of
ID
Number
ID
Number
Security
Number
on TASE
Type
and Par
Value
of
Shares
Number of
Shares
Holds
Shares
as
Trustee
1 Registration
Company of
the TEL AVIV
STOCK
EXCHANGE
LTD
Number in
the Israeli
Companies
Registrar
515736817 767012 PHOENIX
1
Ordinary
Share 1
NIS par
value
263,289,667 No
  1. Attached is a file of the shareholder register in accordance with Section 130 of the Companies Law, 1999:

pdf.isa_מרשם_ניירות_ערך_27825 Alt: Shareholder register file as of 28/08/2025

  1. Attached is an updated file of the corporation's securities registers, including the register of option holders and the register of bondholders: pdf.isa_מרשם_ניירות_ערך_27_8_25

Alt: Updated securities registers file as of 27/08/2025

Authorized Signatories on Behalf of the Corporation:

No. Name
of
Signatory
Position
1 Adv.
Elad
Sirkis
Company
Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. Staff position on the matter can be found on the Authority's website: Click here.

The exercise of the options into shares subject to this report was carried out in accordance with the forced exercise mechanism upon reaching the limit price set in Section 2.7.3 of the outline for the issuance of options to employees and officers in the company and its subsidiaries published on June 28, 2023 (reference number: 2023-01-060307) and its amendment dated July 26, 2023 (reference number: 2023-01-070531) ("2023 Outline"). It is clarified that the forced exercise is carried out after the minimum holding period in trust according to the capital gains route, in accordance with Section 2.7.3.3 of the 2023 Outline.

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by reference):

Securities of the corporation are listed for trading on the TEL AVIV STOCK EXCHANGE LTD

Form structure update date: 06/08/2024

Short name: PHOENIX

Address: Derech Hashalom 53, Givatayim 53454 Phone: 03-7332997, 03-7338174 Fax: 03-7238855

Email: [email protected]

Previous names of the reporting entity: PHOENIX HOLDINGS LTD, PHOENIX ISRAEL INSURANCE COMPANY LTD

Electronic signatory name: Sirkis Elad Position: Company Secretary Employer company name: PHOENIX INSURANCE LTD

Address: Derech Hashalom 53, Givatayim 5345433 Phone: 074-7315656 Fax: 03-7238855 Email: [email protected]

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