The Phoenix Holdings Ltd.

Major Shareholding Notification • Dec 31, 2025

Phoenix Financial Ltd.

Com. Reg. No. 520017450 _______________________________________________________________________________________

To The Securities Authority To Tel Aviv Stock Exchange Ltd. T880(Public) Transmitted via Magna: www.isa.gov.il www.tase.co.il Reference: 2025-01-105456 _______________________________________________________________________________________________

	Immediate Report regarding an Approval of a Buyback Plan Regulation 31L(a) of the Securities Regulations (Periodic and Immediate Reports) 5730-1970
1.	Type of purchaser: The Company
	Name of the corporation controlled by the Company in English:
	The Company controls the corporation by virtue of:
	Percentage by which the corporation is held by the Company: %
	Type of identity number: Registrar of Companies
	Company Registration No.: 520017450
	Country of incorporation or registration: Israel
1.	Type of securities as part of the buyback plan: Share No. of securities in the TASE: 767012
Date on which the buyback plan's execution is scheduled to commence: 31/12/2025
	Estimated date for executing future buybacks: From time to time and as determined by the Company's management, which has been authorized to purchase the securities by the BOD, at its discretion, within the period set for the execution of the plan.
The period determined for the execution of the plan: 31/12/2025 until 31/12/2026
The date of approval of the buyback plan by the BOD: 30/12/2025

The BOD's reasons for the execution of the buyback plan:

• 1. The Company has the financial and cash flow capabilities to make the buyback purchases as part of the buyback plan (Hereinafter "2026 Plan");

• 2. The Company complies with the distribution tests, as defined in Section 302 (a) of the Companies Law, 5769-1999, and there is no reasonable doubt that the 2026 Plan will prevent the Company from meeting its existing and expected liabilities when their due date arrives. As part of the examination of compliance with the distribution tests, the Company's BOD examined, inter alia, the projected cash flow for the coming years, the sources of liquidity, the rating restrictions on distribution, and the level of leverage of the Company;

• 3. As of the date of approval of the 2026 Plan by the BOD, the Company has a balance of distributable surpluses (as of September 30th , 2025) in the amount of approximately NIS 12 billion, whereas the scope of the plan is up to NIS 300 million;

• 4. The adoption of the plan will not materially impair the Company's capital structure, level of leverage and liquidity;
• 5. The approval of the 2026 Plan does not constitute a violation of the Company's liabilities to its creditors, including violation of its liabilities to its bondholders. In addition, the execution of the plan will not affect the Company's compliance with its financial liabilities to its bondholders.

The estimated total cost of the buyback plan: Up to NIS 300 million
Or the number of securities expected to be purchased under the buyback plan:
	Tax implications of the buyback plan on the Company and the securities' holders:
Company.	The Company's opinion is that the purchase of the shares is not expected to create a tax liability for the The Company has no information regarding the possible tax effects of the 2026 Plan on its shareholders.
	The buyback plan is financed by a loan:
1.	Total amount of loan taken: Outstanding loan balance:
The interest rate %: Loan currency:
Loan repayment dates:
•	Finding resources for the execution of the buyback plan: Independent sources Manner of executing the buyback plan: Other
Details:	At the sole discretion of the Company's management, including in the context of trading on or off the TASE.
	It is hereby clarified that there is no commitment in the adoption of the 2026 Plan to make purchases in any volume of the Company's shares.
	The purchase will be made by the Company, including through private subsidiaries.

In addition, the purchase may be used for the benefit of exercising options granted to officers and employees of the Company and its subsidiaries, or for other purposes at the Company's

discretion.

Details of buyback plans approved in the three years preceding the date of the immediate report:

On January 31, 2023, the Company's BOD approved a self-purchase of shares up to NIS 100 million. See immediate report dated 1.2.2023 (number of reference: 2023-01-011410) as well as reporting of December 31, 2023 (number of reference: 2023-01-118477). The company exercised a rate of about 38.23% of this plan.

On January 31, 2024, the Company's BOD approved a self-purchase of shares up to NIS 100 million ("2024 Plan"). See immediate report dated 31.1.2024 (number of reference: 2024-01-012183. The 2024 plan was expanded on June 5, 2024 by an additional NIS 100 million, bringing the total cost of the program to up to NIS 200 million. For more details, see the immediate report from June 6, 2024 (Ref. No. 2024-01-057664). On January 1, 2025 (Ref. No. 2025-01-000097), the Company reported that it had realized a rate of approximately 91.5% of this plan.

On January 28, 2025, the Company's BOD approved a self-purchase of shares up to NIS 100 million ("2025 Plan"). On August 24, 2025 and September 28, 2025, the Company's BOD approved an increase of the 2025 Plan by an additional cumulative amount of NIS 200 million, bringing the total cost of the 2025 Plan to up to NIS 300 million. See immediate reports dated 29.1.2025, 25.8.2025 and 29.9.2025 (Ref. Nos. 2025-01-007405, 2025-01- 063182 and 2025-01-072467, respectively). As of the reporting date, the Company exercised a rate of approximately 99.78% of this plan.

The buyback plan is for the purchase of shares or securities convertible into shares: Yes

1.	The corporation's earnings as defined in Section 302 to the Companies Law: 12,065,180,000
	Is the purchase under the buyback plan expected to materially impact the shareholders' holding rates and voting rights of stakeholders? No
	Details:

Details of the signatories authorized to sign on behalf of the corporation:

	Name of Signatory	Title
	Meni Neeman	Other
1		Chief Legal Officer

Explanation: In accordance with Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, a report filed pursuant to these regulations shall be signed by the corporation's authorized signatories. For a staff position of this matter, see the Authority's website: click here.

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Reference numbers of previous reports on the matter (does not constitute inclusion by way of reference):

Date of updating the structure of the form: 31/12/2023

The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange

Ticker: The Phoenix

Address: 53 Derech HaSHalom, Givalayım 53454 Telephone: 03-7332997, 03-7338174 Fax: 03-7238855

Email Address: menin@fnx.co.il

Previous names of reporting entity: The Israeli Phoenix Insurance Company Ltd. Name of Electronic Reporter: Elad Sirkis Position: Corporate Secretary

Employer company's name:

Address: 53 Derech HaSHalom, Givalayım 53454 Telephone: 074-7315656 Fax: 03- 7238855

Email Address: Elads1@fnx.co.il