The Phoenix Holdings Ltd.

Transaction in Own Shares • Sep 29, 2025

Re: Increase of the share repurchase plan up to NIS 300 million (the cost includes the amount utilized so far, totaling approximately NIS 186 million) false

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PHOENIX FINANCIAL LTD
Corporation no: 520017450	14969
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	Israel Securities Authority			Tel Aviv Stock Exchange		�150 ( Public )		Reported via MAGNA:	29/09/2025
	www.isa.gov.il			www.tase.co.il				Reference:	2025-01-072696	Time of broadcast: 13:57 13:57

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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: Increase of the share repurchase plan up to NIS 300 million (the cost includes the amount utilized so far, totaling approximately NIS 186 million) The company has decided to expand the 2025 share repurchase plan by an additional NIS 100 million from NIS 200 million, bringing the total plan amount to NIS 300 million, for the following reasons: 1. As of the reporting date, the Company has executed share repurchases totaling approximately NIS 186 million out of the NIS 200 million approved under the 2025 Plan, as detailed below. In January 2025, the Company approved a share repurchase program of NIS 100 million, which was expanded in August 2025 to NIS 200 million (see immediate report dated August 25, 2025, reference number: 2025-01-063182) ("2025 Plan"). 2. The Company views the current trading price of its shares, at the time of the decision, as a sound business and economic opportunity. The Company has the financial and cash flow capacity to carry out share repurchases under the plan from time to time. 3. In making its decision, the Company�s Board of Directors justified its resolution as follows: a. The Company meets the distribution tests as defined in Section 302(a) of the Companies Law, 1999, and there is no reasonable concern that the 2025 Plan will prevent the Company from meeting its existing and foreseeable obligations when due. In evaluating compliance with the distribution tests, the Board reviewed, among other things, the projected cash flow for the coming years, liquidity sources, rating restrictions on distributions, and the Company�s leverage level. b. As of the date of approval of the expansion of the 2025 Plan, the Company has distributable retained earnings (as of June 30, 2025) totaling approximately NIS 11.6 billion, while the total 2025 Plan amount is up to NIS 300 million. c. Approval of the expansion of the 2025 Plan will not materially harm the Company�s capital structure, leverage level, or liquidity position. d. The Company has demonstrated high cumulative returns on previous repurchase plans, including a return yield of approximately 115% on all plans to date. e. Approval of the 2025 Plan does not constitute a breach of the Company�s obligations to its creditors, including its bondholders. Furthermore, executing the plan will not impair the Company�s ability to meet its financial obligations to its bondholders, including principal and interest payments on its various bond series.

Attached hereto is a report on	Re: Increase of the share repurchase plan up to NIS 300 million (the cost includes the amount utilized so far, totaling approximately NIS 186 million)

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	Reference to parallel Hebrew report:	2025-01-072467
	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	Elad Sirkis	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 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: 06/08/2024
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 , ������� 5345433 Telephone: 074-7315656 Facsimile: 03-7238855 E-mail: Elads1@fnx.co.il 1