The Phoenix Holdings Ltd.

Notice of Dividend Amount • Aug 28, 2024

Phoenix Financial LTD

Registry Number 520017450 _______________________________________________________________________________________________

To: The Securities Authority	To: The Tel Aviv Stock Exchange Ltd.	T081(Public)	Transmission Date:
www.isa.gov.il	www.tase.co.il		Reference:
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Immediate Report on Distribution of Cash Dividend to Securities Regulation 37(A) of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970

• 1. We are hereby report that on 21/08/2024 it was decided to pay a dividend to the Company's securities.
• 1. The total amount of the dividend to be paid is: NIS 270,000,000.
• 1. The balance of the corporation's profits as defined in section 302 of the Companies Law, 5769-1999, after the distribution in relation to this report are in the amount of: NIS 8,602,143,000.
• 1. Dividend distribution approval procedure:

Decision of the Board of Directors ("BOD") dated August 21, 2024.

The above distribution complies with the approval of the court in accordance with section 303 of the Companies Law.

5.	The effective date (Record Day):	04/09/2024
	Ex-Date:	11/09/2024
	Date of payment:	11/09/2024

• 1. Payment details:
  2. Dividend distributed from a company resident in Israel (For the composition of the sources of dividends and tax rates, see section 7a)
  3. o Dividend distributed by a Real Estate Investment Fund (For the composition of dividend sources and tax rates, see section 7c)

No. of Eligible Securities	Security Name	Dividend Amount for Single Security	Currency Dividend Amount	Payment Currency	Representative Rate for Payment as of	Individual Tax %	Corporate Tax %
767012	The Phoenix	1.07362	NIS _	NIS	____	25	0

o Dividend distributed from a foreign resident company (For tax rates see section 7b)

No. of Eligible Securities	Security Name	Gross Amount Per Single Security	Currency Amount	Overseas Tax %	Treaty Tax %	Individual Tax Balance for Deduction in Israel %	Corporate Tax Balance for Deduction in Israel %
		Amount to be Paid in Israel for Single Security	Payment Currency	Representative Rate for Payment as of		Actual Individual Tax in Israel %	Actual Corporate Tax in Israel %

The dividend amount to be paid must be specified with an accuracy of up to 7 digits after the decimal point for a payment made in NIS and up to 5 digits after the decimal point in case of payment in another currency.

Is the dividend amount per single security final? No.

________________

The dividend amount for single security	Since there will be options which will be exercised by employees
is subject to change due to:	of The Phoenix Group, between the date of the announcement of
	the distribution and the effective date, the amount of the
	dividend per share will be adjusted according to the actual
	number of shares. The Company will publish a supplementary
	report in respect of this adjustment at the effective date. Such
	exercise will result in a reduction in the amount of the dividend
	per share.

• 1. The rates of withholding tax listed below are for the purpose of deducting withholding tax by members of the Stock Exchange.
  2. 7a. The composition of the sources of dividends distributed from a company resident in Israel from shares and financial instruments, excluding the Reit Trust.

	% Of	Individuals	Companies	Foreign
	Dividend			Residents
Income subject to corporate tax (1)	100	25%	0%	25%
Income originated overseas (2)	0	25%	23%	25%
Income approved/benefited enterprise (3)	0	15%	15%	15%
Income Ireland benefited enterprise until 2013 (4)	0	15%	15%	4%
Income Ireland benefited enterprise as of 2014 (5)	0	20%	20%	4%
Preferred income	0	20%	0%	20%
Income approved tourism/agricultural enterprise (6)	0	20%	20%	20%
Income approved/benefited enterprise submitted a waiver notice (7)	0	15%	0%	15%
Distribution classified as capital gain	0	25%	23%	0%
Distribution by participating unit	0	0	0	0
Other	0	0	0	0

Explanation:

(1) Income subject to corporate tax - Income from dividends or dividends deriving from income produced or constructed in Israel, received directly or indirectly from another body of persons subject to corporate

tax.

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• (2) Income originated overseas is income produced or constructed overseas and not charged in Israel.
• (3) Including income from a tourist benefited enterprise and that the year of selection/operation is until 2013.
• (4) Ireland benefited enterprise the year of selection is until 2013.
• (5) Ireland benefited enterprise the year of selection is from 2014 onwards.
• (6) Including income from a tourist benefited enterprise and that the year of selection/operation is from 2014 onwards.
• (7) Approved/benefited enterprise submitted a waiver notice until 30.6.2015, after deducting corporate tax to which it was subject.

7b. Dividend distributed from a foreign resident company

	Individuals	Companies	Foreign Residents
Dividend distributed from a foreign resident company	25%	23%	0%

7c. Dividend distributed by a real estate investment fund

	% Of	Individuals	Companies	Foreign	Exempt	Provident
	Dividend	(1)		Resident	Mutual	Fund (2)
				Companies	Fund
From real estate appreciation, capital	__	25%	23%	23%	0%	0%
gain and depreciation (3)
Other taxable income (such as rent)	__	47%	23%	23%	23%	0%
From income-producing real estate for	__	20%	20%	20%	0%	0%
rental housing
Income charged by the fund (4)	__	25%	0%	25%	0%	0%
Exceptional income	__	70%	70%	70%	60%	70%
Other	__	___	____	____	_	____
% Withholding tax deducted	100%	___	____	____	_	____

(1) Individuals - including income from a taxable mutual fund, foreign residents.

• (2) An annuity provident fund or benefits or compensation as defined in the Income Tax Ordinance and a provident fund or foreign pension fund that is a resident of a reciprocating country.
• (3) Real estate appreciation or capital gain, other than the sale of real estate held for a short period, and from income in the amount of depreciation costs.
• (4) Distribution of taxable income by the fund in accordance with section 64A4(e).
• 1. The number of dormant securities of the corporation that are not eligible for dividend payment and for which a waiver letter must be made to receive the dividend payment 6,451,617.5
• 1. The effect of the dividend distribution on convertible securities:
  2. o The Company has no convertible securities
  3. o Dividend distribution has no effect on convertible securities
  4. The effect of the dividend distribution on the convertible securities is as follows:

Name of Security	Security No.	Notes
Phoenix Opt. Employees	7670235	The gross dividend per share will be reduced from the current exercise price

1. Recommendations and resolutions of the directors in connection with the distribution of the dividend pursuant to Regulation 37(a)(1) of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970:

In regard of distribution of the dividend it was decided that according to the Company's Q2, 2024 financial statements, the profit that can be divided according to the provisions of the Companies Law, 5769-1999 (the "Companies Law"), is amounted to NIS 8.8 billion, thus the distribution complies with the "profit criterion" as defined in the Companies Law.

For the purpose of examining the Company's compliance with the "the ability to meet liabilities criterion" as defined in the Companies Law, the Company has ensured that the distribution of the dividend does not prevent the Company from being able to meet its existing and expected liabilities, when their due date arrives.

The Company's BOD believes, after examining the effect of the distribution on: The financial condition of the Company; Its expected cash flow; Its capital structure; The state of the Company's liquidity and compliance with existing financial criteria, that there is nothing in the making of the distribution to adversely affect the Company.

It should be noted that the BOD's resolution is based, inter alia, on the distribution of dividends from the subsidiaries to the Company

In accordance with the aforesaid, the BOD has determined that the distribution is in accordance with the distribution tests set forth in the Companies Law, and in the opinion of the Company's BOD, the distribution of the dividend does not have a negative effect on the Company's financial position.

In addition, the BOD determined that the dividend distribution is consistent with the updated dividend distribution policy set by the BOD on May 28, 2024, according to which the Company will distribute an annual dividend at a rate not less than 40% of the Company's total profit that can be distributed according to its financial statements in a relevant year, beginning in 2024.

For further details in connection with dividend policy update of the Company and Phoenix Insurance, see section 1.3.10 of the Q1, 2024 Report as published on May 29, 2024 (reference number: 2024-01- 0055752).

	Name of Signatory	Position
1	Meni Neeman	Other Chief Legal Advisor
2	Eli Schwartz	Chief Financial Officer

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

________________

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Explanation: Pursuant to Regulation 5 of the Securities' (Periodic and Immediate Reports) Regulations, 5730 – 1970, a report submitted under these regulations shall be signed by the authorized signatories on behalf of the corporation. A staff position on the subject can be found on the Authority's website: Click here.

Reference numbers of previous documents in this matter (the reference does not constitute inclusion by reference):

_______________________________________________________________________________________

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

Date of update of form structure: 6.08.2024

Short name: The Phoenix Adress: 53 Derech Hashalom, Givatayim 53454, Tel: 03–7332997, 03-7338174 ; Fax: 03–7238855 E-mail: menin@fnx.co.il

Previous names of the reporting entity: The Israel Phoenix Insurance Company Ltd.

Name of electronic reporter: Elad Sirkis; His position: Company Secretary Employer's name: The Phoenix Insurance Company Ltd. 53 Derech Hashalom, Givatayim 5345433, Tel: 03–7315656, Fax: 03–7238855 E-mail: elads1@fnx.co.il