The Phoenix Holdings Ltd.

Legal Proceedings Report • Nov 3, 2025

Subject: Receipt of Draft Audit Report from the Capital Market Authority Regarding Dividend In-Kind Distribution by Phoenix Insurance (Subsidiary) 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:	03/11/2025
	www.isa.gov.il			www.tase.co.il				Reference:	2025-01-082942	Time of broadcast: 00:02 00:02

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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:   _________   _________   _________

Subject: Receipt of Draft Audit Report from the Capital Market Authority Regarding Dividend In-Kind Distribution by Phoenix Insurance (Subsidiary) Further to reports in the media regarding the dividend in-kind distribution from The Phoenix Insurance Company Ltd., a wholly owned subsidiary of the Company (�Phoenix Insurance�), to the Company, the Company updates that on October 30, 2025, in the evening, Phoenix Insurance received a draft audit report from the Capital Market, Insurance and Savings Authority in connection with the decision of Phoenix Insurance�s Board of Directors in December 2024 to distribute dividend in-kind of assets totaling NIS 1.4 billion from Phoenix Insurance to the Company (�Draft Audit Report� and �the Authority,� respectively). For additional details regarding the distribution, see Section 1.2.23.5 of the Corporate Business Report published as part of the 2024 annual report on March 13, 2025 (Reference No.: 2025-01-016702). It should be clarified that the Authority�s claims in the Draft Audit Report do not relate to the legitimacy or ability of Phoenix Insurance to distribute dividend in-kind, but solely to the decision-making process. The main claims of the Authority in the Draft Audit Report refer, among other things, to the following issues: deficiencies in corporate governance such as lack of involvement of the Nostro Investment Committee in the decision on the distribution, the question of classifying the dividend in-kind distribution as a �transaction,� and conflicts of interest of Phoenix Insurance officers who hold equity instruments in the Company and other subsidiaries within the Phoenix Group under the compensation plan. Phoenix Insurance is required to respond to the Draft Audit Report within 45 days, and as of this date, no discussion has yet taken place with the Authority regarding the Draft Audit Report. The Company believes that Phoenix Insurance acted lawfully in making the decision on the dividend in-kind distribution and is of the opinion that after submitting its full response to the Draft Audit Report and engaging in a substantive dialogue with the Authority, the final report will reflect the fact that the dividend distribution was carried out in accordance with the law and for the benefit of Phoenix Insurance. The above information, including forward-looking information as defined in the Securities Law, 1968, reflects the Company�s assessments regarding the formulation of a final audit report by the Authority, which may not materialize, in whole or in part, or may materialize in a manner materially different from what was anticipated, among other things as a result of the response to be provided by Phoenix Insurance to the Authority and the discussions with the Authority regarding the Draft Audit Report.

Attached hereto is a report on	Subject: Receipt of Draft Audit Report from the Capital Market Authority Regarding Dividend In-Kind Distribution by Phoenix Insurance (Subsidiary)

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	Reference to parallel Hebrew report:	2025-01-082613
	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