The Phoenix Holdings Ltd.

Board/Management Information • Mar 15, 2022

Re: Changes in a Subsidiary - Excellence Investment House 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:	15/03/2022
	www.isa.gov.il			www.tase.co.il				Reference:	2022-01-025572	Time of broadcast: 12:52 12:52

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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: Changes in a Subsidiary - Excellence Investment House 1.The Company is hereby announcing, in relation to Excellence Investments Ltd. ("Investment House"), which is indirectly wholly owned by the Company, as follows: A. Mrs. Hanna Hollander has informed the Company of the termination of her term as CEO of the Investment House, from March 31, 2022. B. Mr. Avner Hadad ("Avner") will be appointed as CEO of the Investment House and Mr. Boaz Nagar ("Boaz") will be appointed as the Chairperson of the BOD of the Investment House. The appointments will take effect as of April 1, 2022 (Avner and Boaz will be collectively referred to below as "The Managers"). 2. The Managers have been serving as members of the management of the Investment House since 2006. In addition, Avner serves as the CEO of K.S.M Mutual Funds Ltd. ("K.S.M Funds") and Boaz serves as Chairperson of the BOD of K.S.M Funds. 3. The Investment House holds approximately 84% of the shares of K.S.M Sal Certificates Holdings Ltd. ("K.S.M Holdings") and 16% of K.S.M Holdings' shares are held by three partners ("Minority Shareholders in K.S.M Holdings"), of these, about 9.55% are held by Avner and Boaz, each according to his share. 4. On March 15, 2022, a Memorandum of Understanding was signed between the parties ("MOU"), according to which they mean, inter alia, to act for a statutory merger of K.S.M Holdings with the Investment House, so that after such merger and the execution of additional actions, the Company is expected to hold (indirectly) approximately 88.44% of the Investment House's shares and the Minority Shareholders in K.S.M Holdings will hold approximately 11.56% of the shares, of these, the share of the Managers will be 7.5% (this rate includes a purchase of 0.74% shares of the Investment House by each of the Managers). 5. In addition, options arrangements were established for the execution of transactions during the years 2026 to 2029 between The Phoenix Investments and the Managers, in connection with their holdings in the shares of the Investment House, at a market price value to be determined in accordance with an agreed mechanism based on valuations. The aforesaid arrangements allow the Company to pay the Managers the consideration by allocating shares of the Company, which will be allocated in a private issuance, insofar as the options are exercised and at the Company's discretion. 6. In accordance with the MOU, the Investment House intends to focus on the management of the Investment House's core business, including the activities of K.S.M Funds, the stock exchange member, portfolio management and ESOP. Other activities will be transferred from the Investment House to other companies within The Phoenix Group. 7. The Company is taking this opportunity and thank Mrs. Hanna Hollander for her tenure and contribution to the development of the Investment House. The information in this report includes forward-looking information as defined in the Securities Law, 5728-1968, and is based on statements of intent by the Company and partners. Completion of the operations will require the signing of detailed agreements, obtaining the organs approvals of the merging companies as well as obtaining approvals from the Tax Authority. Therefore, this information may not be realized in practice, because of factors beyond the Company's control, including non-compliance with the above conditions.

Attached hereto is a report on	Re: Changes in a Subsidiary - Excellence Investment House

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	Reference to parallel Hebrew report:	2022-01-025548
	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 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: 22/02/2022
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