The Phoenix Holdings Ltd.

Pre-Annual General Meeting Information • May 31, 2023

-Convenience Translation Only The Hebrew immediate report is the binding report-

31 May, 2023

The Phoenix Holdings Ltd. ("the Company")

To:	To:
The Israel Securities Authority	The Tel Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street	2 Achuzat Bayit Street
Jerusalem	Tel-Aviv

Re: Immediate Report on Convening the Annual General Assembly for the Company's Shareholders

In accordance with the Companies Law, 5759-1999 (the "Companies Law"), with the Securities (Period and Immediate Reports) Regulations, 5730-1970 (the "Reports Regulations"), with the Companies (Notice and Ad on a General Assembly and a Type Assembly in a Public Company and Adding a Topic to the Agenda) Regulations, 5760-2000 (the "Notice and Ad Regulations"), a notice is hereby given concerning the convening of the Annual General Assembly of the Company, which shall convene on Tuesday, July 4, 2023 at 17:00 at the Company's offices located at 53 HaShalom Street, Giv'atayim, Floor 20 (the "Company's Offices"), with topics on its agenda as specified below in this report.

1. Topics on the agenda and a summary of the proposed resolutions

1.1. Presentation and discussion of the financial reports and the Company's BOD Report for 2022

Presentation and discussion of the financial reports and the Company's BOD Report for the year ending December 31, 2022. It is possible to review the financial reports and the BOD report, which are attached to the Company's Periodic Report for 2022, published on March 23, 2023 (reference number: 2023-01-026428) (the "Periodic Report for 2022") on the Distribution Website of the Securities Authority at http://www.magna.isa.gov.il/default.aspx (the "Distribution Website") and on the Tel Aviv Stock Exchange Ltd. website at https://maya.tase.co.il/en/company/767?view=reports (the "Stock Exchange Website")

1.2. Reappointment of the Auditing CPA

Approval of the reappointment of Kost Forer Gabbay & Kaisierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and authorizing the Company's BOD to determine their wages. For a breakdown of the Auditing CPAs' wages, see Section E (a description of the corporation's businesses) in the Periodic Report for 2022.

Proposed resolution: "To approve the reappointment of Kost Forer Gabbay & Kaisierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and to authorize the Company's BOD to determine their wages."

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1.3. Appointment of Mrs. Stella Amar Cohen as a Director (not external) of the Company

The appointment of Mrs. Stella Amar Cohen as a Director of the Company starting from the date of convening this meeting and until the end of the second Annual General Meeting, which will be held after the date of appointment.

For the details required under Regulations 26 and 36b(10) of the Reporting Regulations, in connection with Mrs. Stella Amar Cohen, whose tenure is submitted for approval, see Regulation 26 in Part E (Additional Information about the Corporation) of the Periodic Report for 2022. Note that there have been no changes in Mrs. Stella Amar Cohen's details mentioned above since the date of publication of the Periodic Report for 2022.

On 24.08.2022, the Company's Board of Directors appointed Mrs. Stella Amar Cohen as a Director of the Company and her appointment is now submitted for approval of the meeting convened according to this report.¹

Note that, pursuant to Section 224b of the Companies Law, Mrs. Cohen has declared that she is fit to serve as a Director and that she also has the necessary qualifications (including her accounting and financial expertise) and the ability to devote the appropriate time to performing her duties, and she has provided the abovementioned qualifications. Mrs. Cohen's declaration is attached herewith in Appendix A of this report.

Should Mrs. Cohen's appointment be approved by the General Meeting, she shall be entitled, as of the date of her appointment by the Board of Directors, to compensation identical to the compensation paid to external expert directors in the Company pursuant to the Compensation Regulations, based on the Company's classification under the Compensation Regulations as they will be from time to time.

The Director shall also be entitled to the same indemnity and insurance exemption arrangements as the other senior officers in the Company, and to updates made to them from time to time.

Proposed decision: "To approve the appointment of Mrs. Stella Amar Cohen as a Director of the Company up until the end of the second Annual General Meeting, which will be held after the date of appointment in accordance with the terms specified in the Notice of Meeting."

2. Summons to Convene the General Assembly, its Date and Execution

The General Assembly shall convene on Tuesday, July 4, 2023 at 17:00 at the Company's Offices located at 53 HaShalom Road, Giv'atayim, Floor 20.

A legal quorum for holding the General Assembly is the presence of at least three (3) shareholders in person or by proxy, holding at least one third (1/3) of the total voting rights in the Company, within half an hour from the date set for commencement of the Assembly.

¹ Mrs. Stella Amar Cohen also serves as a Director of the subsidiary, The Phoenix Insurance Company Ltd.

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If no legal quorum is present half an hour after the date set for the commencement of the Assembly, the Assembly shall be postponed for one week to the same time and place, that is, Tuesday, July 11, 2023 at 17:00 (the "Postponed Assembly"). If a legal quorum is not present half an hour after the date set for commencing the Postponed Assembly, then the presence of at least two (2) shareholders, in person or by proxy, will constitute a legal quorum for holding the Postponed Assembly.

3. The Required Majority for Resolutions on the Assembly Agenda

The required majority for approving the resolutions listed in paragraphs 1.2-1.3 above is a simple majority of more than fifty percent (50%) of the votes of the members who are present in the Assembly and who are entitled to vote and have voted therein, without taking into account the abstentions.

4. The Order of the Meeting and Voting

A. The date for determining the shareholders' entitlement to participate and vote in the Assembly

The effective date for determining the shareholders' entitlement to vote in the General Assembly according to section 182 of the Companies Law and according to Regulation 3 of the Companies' Regulations (Voting in Writing and Position Announcements) Regulations 5766-2005 ("Voting in Writing Regulations") is Tuesday, June 6, 2023 (the "Effective Date").

B. Voting eligibility

Any of the Company's shareholders on the Effective Date, whether the shares are listed in their name or whether they hold them by way of a stock-exchange member, is eligible to take part and vote in the Assembly in person or by proxy, by a Voting Paper or through Electronic Voting (as defined below).

C. Proxy for voting

The document that appoints a proxy shall be in writing, signed by the appointer or their attorney or when the appointer is a corporation, the power of attorney shall be signed with its accepted stamp and the power of attorney. The proxy-appointment letter and the power of attorney (if they exist) or a copy of such documents approved by a notary shall be deposited at the Company's secretariat at the Company's Offices at least forty eight (48) hours prior to the date and time of the General Assembly or the Postponed Assembly (as the case may be) for which a letter of appointment was submitted. A submission, as stated, that relates to the Assembly's Effective Date, shall also apply to the Postponed Assembly.

D. Ownership Approval

In accordance with the Companies Regulations (Proof of Ownership of Shares for Voting at a General Meeting) 5760-2000, a shareholder of the Company to whom a share is listed with a stock market member and that the share is included in the list of shares in the shareholder register under the Company's name for listings ("Unlisted Shareholder"), shall be entitled to participate in the General Assembly, in person or by proxy, for voting or by a Voting Paper (as defined below) only if he delivers to the Company, before the General Assembly, approval from the stock-exchange member, who has entitlement for the share listed with them concerning his ownership of the Company's shares on the Effective Date, in compliance with the form attached to these regulations ("Ownership Approval"). Alternatively, an Unlisted Shareholder is

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entitled to instruct that their Ownership Approval be transferred to the Company through the Electronic Voting System (as defined below).

An Unlisted Shareholder is entitled to receive Ownership Approval from the stockexchange member through whom he holds his shares, at the branch of the stockexchange member or by mail to their address with a delivery charge only, if they request this, and provided that such a request is submitted in advance to a specific securities account.

E. Voting Paper and Position Announcements

As stated above, a shareholder is entitled to vote in the General Assembly by a Voting Paper, as defined in section 87 of the Companies Law, the wording of which is attached to this report (the "Voting Paper"). The shareholder shall indicate their method of voting on any resolution on the agenda in the Second Part of the Voting Paper.

The Voting Paper and the Position Announcements, as defined in section 88 of the Companies Law, if available, can be reviewed on the Distribution Website and on the Stock Exchange Website. Any shareholder is entitled to contact the Company directly and get, free of charge, the wording of the Voting Paper and the Position Announcements (if available).

The stock-exchange member shall send, free of charge, by email, a link to the wording of the Voting Paper and the Position Announcements (if available), on the Distribution Website, to any shareholder of the Company who is not listed in the Company's shareholders' register and whose shares are listed with the same stock-exchange member, unless the shareholder has notified that they do not wish this or that they wish to receive the Voting Papers by mail and to pay for the delivery fee.

The Voting Paper and the documents that should be attached thereto, as specified on the Voting Paper, should be submitted to the Company's offices (including via registered mail) with the attached Ownership Approval (and for a listed shareholder - with a copy of their ID, passport, or Certificate of Incorporation attached, accordingly) within four (4) hours prior to the General Assembly being convened. In this regard, the "Submission Date" is the date and time the Voting Paper was delivered, with its attached documents, to the Company's offices.

The deadline for submitting Position Announcements to the Company by the Company's shareholders is up to ten (10) days prior to the date of the Assembly. The deadline for submitting the BOD's response to the Position Announcements, insofar as such announcements are submitted and the BOD chooses to respond thereto, is up to five (5) days prior to the date of the Assembly.

F. Voting in the Electronic Voting System

In addition, an Unlisted Shareholder is also eligible to vote by way of an Electronic Voting Paper, which shall be submitted to the Company though the Electronic Voting System in accordance with Mark B of section 7-2 of the Securities Law ("Electronic Voting", "The Electronic Voting System", and the "Electronic Voting Paper", respectively).

Voting by way of an Electronic Voting Paper shall be permitted from the end of the Effective Date and up to six (6) hours prior to the time the General Assembly is due to convene.

It should be noted that, in accordance with section 83(D) of the Companies Law, should

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a shareholder vote by more than one method, their most recent vote shall count, while accordingly, a shareholder who votes in person or by proxy, shall be deemed late for the vote via a Voting Paper or an Electronic Voting Paper.

G. Changes to the agenda and a shareholder's request to include a topic in the agenda

After publication of this report, there may be changes to the agenda, including adding a topic to the agenda and Position Announcements may be published. The updated agenda and the Position Announcements can be reviewed, when published, in the Company's reports on the Distribution Website.

According to section 66(B) of the Companies Law, a shareholder's request to include a topic on the agenda of the General Assembly shall be submitted to the Company up to seven days from the summons to convene the Assembly (a "Shareholder Request"). Should the BOD find that the topic being requested by the shareholder to be included in the agenda is appropriate for discussion in the General Assembly, the Company shall then draw up an updated agenda and a revised Voting Paper and publish them no later than seven days after the deadline for submitting a Shareholder Request.

5. The Company's Representative

The Company's representative for handling this report is Adv. Elad Sirkis the Company Secretary, 53 HaShalom Road, Giv'atayim. Tel: 03-7332997. Fax: 03-7238831; Email: EladS1@fnx.co.il. Ownership Approvals and/or powers of attorney and/or voting instructions and/or Voting Papers should be sent to Adv. Elad Sirkis, fax number 003- 7332163 or by email to EladS1@fnx.co.il

6. Reviewing the Documents

The full wording of the proposed resolutions concerning the Voting Paper and the Position Announcements (if any exist) can be reviewed at the Company's offices, from Sundays to Thursdays during regular work hours, by prior coordination by calling 03-7332997, up until the time the Assembly is convened.

One or more shareholders, who hold 5% or more shares of the total voting rights in the Company on the Effective Date, as well as anyone who holds a similar percentage of the total voting rights that are not held by a controlling shareholder in the Company, as defined in section 268 of the Companies Law, is entitled, in person or by a proxy, after the General Assembly is convened, to review, at the Company's offices during regular work hours, the Voting Papers and the voting records via the Electronic Voting System that were submitted to the Company, as specified in Regulation 10 of the Companies Regulations (Voting in Writing and Position Announcements), 5766-2005.

Yours faithfully, The Phoenix Holdings Ltd. Signed on behalf of the Company by: Meni Neeman, Chief Legal Consultant

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The Phoenix Holdings Ltd.

Voting Proxy according to the Companies Regulations (Voting in Writing and Position Announcements) 5766-2005

First Part

1. Company name:

The Phoenix Holdings Ltd. (the "Company")

1. Type of General Assembly, the time and venue for its convening:

Annual General Assembly of the Company's shareholders (the "Assembly"). The Assembly shall be held on Tuesday, July 4, 2023, at 17:00 at the Company's offices, at 53 HaShalom Road, Floor 20 (the "Company's Offices"). If the Assembly is postponed, it shall then convene on Tuesday, 11 July, 2023 at the same place and time.

1. A breakdown of the topics on the agenda for which it is possible to vote via a Voting

Paper and a summary of the proposed resolutions:

3.1 Reappointment of the Auditing CPA

The wording of the proposed resolution: "To approve the reappointment of Kost Forer Gabbay & Kasierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and to authorize the Company's BOD to determine their wages."

3.2 Appointment of Mrs. Stella Amar Cohen as a Director (not external) of the Company .

The wording of the proposed resolution: "To approve the appointment of Mrs. Stella Amar Cohen as a Director of the Company up until the end of the second Annual General Meeting, which will be held after the date of appointment in accordance with the terms specified in the Notice of Meeting."

For details, in connection with Mrs. Stella Amar Cohen and its membership in the board of directors and its committees see regulation 26 in Part E (Additional Information about the Corporation) of the Periodic Report for 2022, published on March 23, 2023 (reference number: 2023-01-026428).

1. The place and time where the full wording of the proposed resolutions can be reviewed: The full wording of the proposed resolutions concerning the Voting Paper and the Position Announcements (if available) may be reviewed at the Company's Offices from Sundays through Thursdays during regular work hours, by prior coordination by calling 03-7332997, up until the time of convening the Assembly. Also, the Report Convening the Assembly, this Voting Paper, and the Position Announcements can be reviewed as

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defined in section 88 of the Companies Law 5759-1999 (the "Companies Law"), if such exist, on the distribution website of The Israel Securities Authority at: http://www.magna.isa.gov.il/default.aspx, (the "Distribution Website") and on the Tel Aviv Stock Exchange Ltd. website at: https://maya.tase.co.il/en/company/767?view=reports (the "Stock Exchange Website").

1. Details on the candidate for director For more information on the candidate for director at the Company, see sections 1.3 of

the Report Convening the Assembly.

1. The majority needed to make resolutions on the agenda:

The required majority to approve the resolutions listed in Sections 3.1-3.2 above is a simple majority of more than fifty percent (50%) of the votes of the shareholders who are present in the Assembly and who are entitled to vote and have voted therein, without considering the abstaining votes.

1. The date and time for determining shareholders' entitlement to participate and vote in the Assembly:

The date and time that determines the shareholders' entitlement to vote at the General Assembly according to section 182 of the Companies Law and according to Regulation 3 of the Companies Regulations (Voting in Writing and Position Announcements) 5766- 2005 is Tuesday, 6 June, 2023 (the "Effective Date").

1. Validity of the Voting Paper:

The Voting Paper shall be valid only if the following documents are attached:

An Unlisted Shareholder¹ - Ownership Approval for the Effective Date (or if Ownership Approval has been submitted to the Company via the Electronic Voting System by the time the system is locked as specified below). A Listed Shareholder² - A photocopy of their ID, passport, or incorporation certificate.

The aforementioned Voting Paper, in addition to the documents attached thereto, as mentioned above, should be submitted up to four (4) hours prior to the Assembly

¹ Anyone who has shares that are listed with a stock-exchange member and those shares are included among the shares listed in the shareholders' register in the Company's name for the records.

² A shareholder who is listed in the shareholders' register.

-Convenience Translation Only The Hebrew immediate report is the binding report-

convening. In this respect, the "submission date" is the date when the Voting Paper and the attached documents reach the Company's Offices.

Alternatively, an Unlisted Shareholder shall be entitled to submit to the Company Ownership Approval via the Electronic Voting System up until the time the Electronic Voting System is locked (that is, up to six (6) hours prior to the Assembly being convened).

A Voting Paper that is not submitted according to what is stated in this paragraph shall be deemed invalid.

• 1. The Company's address for submitting the Voting Papers and Position Announcements: The Company's Offices at 53 HaShalom Road, Givatayim, Floor 20, fax no. 03-7238831.
• 1. Voting in the Electronic Voting System

An Unlisted Shareholder is also eligible to vote by an Electronic Voting Paper, which shall be submitted to the Company by the Electronic Voting System that operates according to Mark B of section 7-2 of the Securities Law (the "Electronic Voting System" and the "Electronic Voting Paper", respectively). Voting by way of an Electronic Voting Paper shall be permitted from the end of the Effective Date and up to six (6) hours prior to the General Assembly's convening date (the "System Lock Date"), at which time the Electronic Voting System will be locked. Voting through the Electronic Voting System can be changed or canceled up until the system is locked, and no changes will be allowed through the Electronic Voting System after this time.

It should be noted that in accordance with section 83(D) of the Companies Law, should a shareholder vote in more than one method, their most recent vote shall count while, in this regard, a vote by a shareholder in person or by proxy or by a regular Voting Paper submitted to the Company's Offices shall be deemed late for voting by way of the Electronic Voting System.

1. The deadline for submitting Position Announcements to the Company by the shareholders:

Up to ten (10) days prior to the Assembly being convened.

1. The deadline for submitting the BOD's response to a Position Announcement: Up to ten (5) days prior to the Assembly being convened.

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• 1. URLs where the Voting Papers and the Position Announcements can be found: Distribution Website: http://www.magna.isa.gov.il/default.aspx. Stock-exchange website: http://maya.tase.co.il.
• 1. Ownership Approval:

An Unlisted Shareholder is entitled to receive Ownership Approval at the stockexchange member's branch or by mail if they so request it. Such a request must be given in advance to the specific securities account. Alternatively, an Unlisted Shareholder may instruct that his Ownership Approval be forwarded to the Company through the Electronic Voting System up until the system is locked (as specified in Paragraph 8 above).

1. An Unlisted Shareholder is entitled to receive by email, free of charge, a link to the wording of the Voting Paper and the Position Announcements (if such exist), on the Distribution Website, from the stock-exchange member through whom he holds his shares, unless he has informed the stock-exchange member that they do not wish to receive such a link or that they wish to receive the Voting Papers by mail while bearing the cost; the shareholder's notice concerning the Voting Papers will apply to the Position Announcements as well.

In addition, every shareholder is entitled to contact Adv. Elad Sirkis (via fax number 03-7332163 and/or via email at elads1@fnx.co.il) and receive, free of charge, the wording of the Voting Paper, or, with his consent, a link to the wording of the Voting Paper on the Distribution Website, as well as the Position Announcements that the Company has received, if any exist.

1. One or more shareholders who hold shares that constitute 5% or more of the total voting rights in the Company, as well as any other individual who holds a similar percentage of the total voting rights that are not held by a controlling shareholder in the Company, as defined in section 268 of the Companies Law, is entitled, in person or by proxy on his/her behalf, after the General Assembly is convened, to review, at the Company's Offices during regular work hours, the Voting Papers and the voting records that the Company has received via the Electronic Voting System, as specified in Regulation 10 of the Companies Regulations (Voting in Writing and Position Announcements) 5766- 2005. The Company's regular quota of shares that comprise 5% of the total voting rights

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in the Company is 12,675,461 of the Company's regular shares. The Company's regular quota of shares that comprise 5% of the total voting rights in the Company that are not held by a controlling shareholder at the Company is 8,757,236 of the Company's regular shares.

1. After publication of the Voting Paper, there may be changes to the agenda, including adding a topic to the agenda, and Position Announcements may be published. The updated agenda and Position Announcements can be reviewed (if such exist) in the Company's reports on the Distribution Website.

According to section 66(B) of the Companies Law, a shareholder's request to include a topic on the agenda of the General Assembly shall be submitted to the Company up to seven days from the summons to convene the Assembly (a "Shareholder Request"). If the BOD finds that the topic being requested to be included on the agenda by the shareholder is appropriate for discussion in the General Assembly, the Company shall then draw up an updated agenda and a revised Voting Paper and publish them no later than seven days after the deadline for submitting a Shareholder Request.

A shareholder shall indicate their method of voting concerning any resolution on the agenda in the Second Part of this Voting Paper.

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The Phoenix Holdings Ltd. (the "Company")

Voting Paper according to the Companies Regulations (Voting in Writing and Position

Statement) 5766-2005 (the "Regulations")

Second Part

Company name: The Phoenix Holdings Ltd. (the "Company")

The Company's address (for submitting and sending the Voting Papers): The Company's offices at 53 HaShalom Road, Givatayim, Floor 20. Fax No.: 03-7238831.

Company Registration No.: 52-001745-0.

The Assembly date: Tuesday, 4 July, 2023 at 17:00.

Type of Assembly: Annual General Assembly.

The Effective Date: Tuesday, 6 June, 2023.

Shareholder's information:

• 1. Shareholder's name ________________________________________________
• 1. ID No. ______________________________________
• 1. If the shareholder does not hold an Israeli ID -

Passport No. - ______________________________________

The country in which it was issued - _____________________________________

Valid until - __________________________

1. If the shareholder is a corporation -

Corporation Registration No. - ____________________________

Country of incorporation - __________________________________________________

1. Is the shareholder a stakeholder³ , a senior position holder⁴ , or an institutional investor⁵ ? Yes/No

(If Yes, specify: ________________________________________________________

³ "A stakeholder" as defined in section 1 of the Securities Law 5728-1968 (the "Securities Law").

⁴ A "senior position holder" – as defined in section 37(D) of the Securities Law.

⁵ "An "institutional investor" - as defined in Regulation 1 of the Oversight Regulations on Financial Services (Provident Funds) (Participation of an Administrative Company in a General Assembly), 5769-2009, as well as a Director of Co-investments in a Trusteeship Fund as defined in the Joint Investment Trusteeship Law, 5754-1994.

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The voting method:

Topics on the agenda		The voting method6			Are you a controlling shareholder in the Company or a stakeholder7
	In favor	Against	Abstain	Yes	No
Approval of the reappointment of Kost Forer Gabbay & Kasierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and to authorize the Company's BOD to determine their wages.				N/R	N/R
To approve the appointment of Mrs. Stella Amar Cohen as a Director of the Company up until the end of the second Annual General Meeting, which will be held after the date of appointment in accordance with the terms specified in the Notice of Meeting.				N/R	N/R

For shareholders who hold shares via a stock-exchange member (according to section 177(1) of the Companies Law) - this Voting Paper is only valid when an Ownership Approval is attached to it, except in cases where voting is done via the Electronic Voting System. For shareholders who are registered in the Company's shareholders' list - the Voting Paper is valid if a copy of the ID/passport/incorporation certificate is attached to it.

Date: _________________ Signature: ___________________

⁶ Not marking any vote shall be deemed an absentee vote on that topic.

⁷ A shareholder who does not fill in this column will not have their vote counted.

To: May 28, 2023 The Phoenix Holdings Ltd.

To Whom it May Concern,

DIRECTOR DECLARATION

Whereas, The Phoenix Holdings Ltd. (the "Company") desires to appoint the undersigned to serve as a director of the Company;

Whereas, pursuant to the Israeli Companies Law, 1999 (the "Companies Law"), in order to appoint the undersigned as a director, the undersigned must satisfy certain qualifications as set forth in the Companies Law;

therefore, I, Stella A. Cohen, ID/Passport number 341286003, date of birth September 12th, 1980, with an address at Shalva 105, Herzliya 4666264, a citizen of Israel, the United States and France, hereby declare as follows:

• 1. The preamble above is an integral part of my declaration.
• 1. All terms used in this declaration shall be interpreted as defined in the Companies Law.
• 1. I hereby consent to serve as a director of the Company.
• 1. The following are relevant details regarding my education¹ , skills and professional experience² , for the examination of my qualification (including my education, skills and professional experience) to serve as a director of the Company, and in order to ascertain if I meet the eligibility requirements and qualifications regarding accounting and financial expertise and/or business expertise and knowledge of the Company's primary business activities (together, the "Professional Qualifications"):

Degree	Field	Academic Institution
Master of Law (LL.M.)	Law	Columbia University (New
		York, USA)
Juris Doctor (J.D.)	Corporate Law	University Pantheon Assas
		(Paris, France)
Master of Arts (M.A.)	Political Sciences	Institute of Political Sciences
		(Paris, France)
Master of Sciences	Financial	University Paris Dauphine
	Engineering	(Paris, France)

Education:

Business experience during the past five years:

¹ Please specify all the fields in which the director is educated, the educational institution and the academic degree or professional diploma awarded to the director. Please specify, if applicable, areas of knowledge which, in the director's opinion, contributes significant expertise regarding issues relating to business-accounting and financial statements, which enable the director to understand the Company's financial statements and initiate a discussion with respect to the presentation of financial data.

² Please specify, if applicable, the skills and professional experience which, in the director's opinion, contributes significant expertise regarding issues relating to business-accounting and financial statements, which enables the director to understand the Company's financial statements and initiate a discussion with respect to the presentation of financial data. Please state the position, place of employment and duration of service in each specific position.

Position	Place of Employment	Dates in which served in each position
Co-Head of Private Equity for Europe, Middle East and Asia	J. Safra Asset Management	2018-2022
Senior Investment Principal	Caisse de Depot et	2016 - 2018
	Placement du Quebec

Other companies in which I serve and/or have served as a director or a member of a committee of the board of directors during the past five years:

Finans2 Kapital, Chairman of the Board (2021 - 2022)

Food Delivery Brand, Director (2019 – 2022)

USI Insurance, Director and Chairman of the Audit Committee of the Board )2018 – 2017(

Sedgwick, Board Observer )2018 – 2016(

• Please attach documents and certificates supporting this section of the Declaration.

With respect to Section 4 of the Declaration:

A director with Accounting and Financial Expertise: A Director with accounting and financial expertise shall mean, a person who due to his/her education, skills and professional experience has significant expertise and understanding of businessaccounting matters and financial statements, which enables him/her to fully understand the Company's financial statements and initiate a discussion with respect to the presentation of financial data; the evaluation of the director's accounting and financial expertise will be conducted by the board of directors, and among other considerations, directors education and skills shall be considered with respect to the following: (1) Accounting matters and financial control matters characteristic of the industry in which the Company operates and of companies of the Company's size and complexity; (2) The role of the independent auditor and the obligations imposed on the independent auditor; (3) Preparing financial statements and the approval thereof in accordance with the Companies Law and the Securities Law.

Therefore, as a candidate to serve on the Company's board of directors, I hereby declare that due to my education and/or experience and/or skills I have significant expertise and understanding of the matters listed below:

• [ X ] Accounting matters and financial control matters characteristic of the industry in which the Company operates and of companies of the Company's size and complexity;
• [X] The role of the independent auditor and the obligations imposed on the independent auditor;
• [ ] Preparing financial statements and the approval thereof in accordance with the Companies Law and the Securities Law;
• [ ] None of the items listed above.

And in light of the above, I'm qualified, to the best of my understanding, to serve as a director with accounting and financial expertise:

• [ ] Yes
• [ ] No
• 1. I acknowledge that the Company will use this declaration to ascertain if I meet the requirements and qualifications according to the Companies Regulations, regarding accounting and financial expertise.
• 1. I hereby declare that I meet the eligibility requirements for service as a director of a public company as set forth in Sections 225-227 of the Companies Law, regarding restrictions to appointing a minor or legally incompetent person, and the restrictions to appointment due to conviction or bankruptcy. The provisions of said sections are attached hereto as Annex A and are an integral part of this declaration.
• 1. I declare that I have the necessary qualifications and ability to devote sufficient time for the fulfillment of my role as a director of the Company, considering, among other things, the Company's special needs and size.
• 1. In order to ascertain whether I qualify to serve as an independent director (Please mark if relevant), I hereby declare as follows:
  2. [ ] Neither I nor my relatives, partners, employers, those that I am subordinate to, directly or indirectly, or entities under my control, on the date of appointment or during the two years prior thereto, have any affiliation³ to the Company, a controlling shareholder of the Company or to a relative of a controlling shareholder as of the appointment date, or to another entity⁴ , as of the date I am to be appointed as a director, or at any time during the two years preceding such date;
  3. [ X ] My other positions or business activities do not create, and are unlikely to create, a conflict of interest with my responsibilities as a director, and they will not interfere with my ability to serve as a director.
  4. [ X ] I am not an employee of the Israeli Securities Authority or of a stock exchange in Israel.
  5. [ X ] I have not served as a director in the Company for a consecutive period of more than nine years.

For the purpose of the declaration under this Section: a cessation of service for a period of two years or less shall not be considered a break in consecutive service.

For the purpose of this Section an "independent director" shall mean a director that meets all requirements and qualifications set forth in Section 8 above.

• [X] I do not comply with one or more of the requirements set forth above.
• 1. My holdings in shares and/or convertible securities and/or bonds and/or of the Company, a subsidiary of the Company or an affiliate of the Company, are detailed as follows:

Name of	Certificate	Number of	Equity	Voting %
Company	Number	Securities	%

³ For this Section, "affiliation" shall mean: Employment, business or professional relationship maintained on a regular basis or control, and service as an office holder, excluding service as a director of a company prior to the first offering of its shares to the public if such director was appointed as a director of the company in order to serve as an external director following the initial public offering, excluding certain limited exceptions set forth in the Israeli Companies Regulations - 2006, and excluding service as a director in the Company prior to being classified as an independent director.

⁴ For this Section, "another entity" shall mean: A company that its controlling shareholder, as of the date of appointment, or at any time during the two years preceding such date, is the Company or the controlling shareholder in the Company.

I acknowledge that I am required to immediately inform the Company upon any increase or decrease in my holdings in shares and/or convertible securities of the Company, a subsidiary of the Company or an affiliate of the Company.

_______________________________________________________________ _______________________________________________________________ _______________________________________________________________ _______________________________________________________________

• 1. I am an employee of the Company, a subsidiary of the Company, an affiliate of the Company or of an interested party in the Company, as follows:
  2. [ ] Yes (if relevant, please describe the positions in which you serve)
  3. [X ] No
• 1. I am an interested party in the Company or a relative of a senior office holder of the Company or of an interested party in the Company:
  2. [ ] Yes (if relevant, please provide details)

________________________

• [ X] No
• ________________________ 12. I acknowledge that the Company will use this declaration to ascertain if I am qualified to

_____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________

• serve as a director of the Company, and that the Company's board of directors will rely on this declaration for such determination.
• 1. I will immediately inform the Company upon any event which may result in my inability to meet the above-mentioned qualifications.
• 1. I hereby declare that I have read the Company's enforcement policy, and I undertake to act in accordance with the said policy and prevent and refrain from any prohibitions set forth in the policy.
• 1. Following my careful reading and understanding of all of the above, I declare that all of the above is true and that my identifying particulars are accurate and complete, and were written in my handwriting by me, and that I am aware that the abovementioned provisions of the Companies Law are not a complete and final list, and that I know my obligations and full rights under the Companies Law.

Furthermore, I declare that I am not aware of any additional information that may impact my service as a director of the Company and/or the resolution of the Company's audit committee regarding my compliance with the eligibility requirements to serve as an independent director and that if I was aware of any such information I would have stated so in this declaration.

ID/ Passport Signature

Stella A. Cohen 341286003 ___________________ Name

4

Annex A Sections 225-227 of the Companies Law, 1999

• 1. (a) Whoever is a candidate for service as a Director shall disclose to whoever appoints him –
  2. (1) whether he was convicted by a verdict of an offense said in section 226(a) and the period during which under section 226 he must not serve as Director has not yet passed;
  3. (2) whether he was convicted by a verdict of an offense said in section 226(a1) and the period set by the Court under that subsection has not yet passed;
  4. (3) whether the Administrative Enforcement Committee imposed on him means of enforcement that prohibit his service as Director of any public company or of any private company that is a debentures company and the period that the Administrative Enforcement Committee set in the said decision has not yet passed.
  5. (b) In this Article –

"means of enforcement" – means of enforcement said in section 52DDD of the Securities Law that were imposed under Chapter Eight "D" of the Securities Law, under Chapter Seven "B" of the Regulation of Investment Counseling, Investment Marketing and Portfolio Management Law 5755-1995, or under Chapter Ten "A" of the Joint Investment Trusts Law 5754-1994, as the case may be;

"Administrative Enforcement Committee" – the Committee appointed under section 52FF(b) of the Securities Law;

"verdict" – a verdict in the first instance.

Restriction on an appointment because of a conviction

• 1. (a) A person shall not be appointed Director in a public company or in a private company that is a debentures company, if he was convicted by a verdict of one of the offenses specified below, except if five years have passed since the verdict that convicted him was handed down:
  2. (1) offenses under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law 5737-1977 and under sections 52C, 52D, 53(a) and 54 of the Securities Law;
  3. (2) conviction by a Court abroad for an offense of bribery, deceit, offenses of Directors of a body corporate or offenses of the use of inside information;
  4. (3) repealed.
  5. (a1) A person convicted by a verdict of an offense not enumerated in subsection (a) shall not be appointed Director of a public company or of a private company that is a debentures company, if the Court determined that – because of its nature, severity or circumstances – he is not fit to serve as Director of a public company or of a private company that is a debentures company during a period that the Court prescribed and that shall not exceed five years, beginning with the day of the verdict.
  6. (b) At the time of the conviction or thereafter the Court may determine on petition by a person who wants to be appointed Director and paying special attention, inter alia, to the circumstances under which the offense was committed, that it does not prevent him from serving as Director of a public company or of a private company that is a debentures company in spite of his conviction for offenses said in subsection (a) or that the period during which he cannot serve as Director of a public

company or of a private company that is a debentures company shall be shorter than five years.

• (c) The Minister may designate offenses in addition to those designated in subsection (a)(1).
• (d) The Court and if appeal was brought, the Appeals Court may order a stay of implementation of appointment restrictions or of the lapse of service under this section until a date that it shall set, on conditions that it deems appropriate.

Restriction on appointments due to decisions of the Administrative

Enforcement Committee

226A. If the Administrative Enforcement Committee imposed on a person means of enforcement that prohibit him from serving as Director of a public company or of a private company that is a debentures company, that person shall not be appointed Director of a company in which he is prohibited from serving as Director under that decision.

Restrictions on appointments

• 1. (a) A minor, a legally incompetent or a person who was declared bankrupt as long as he has not been discharged shall not be appointed Director and also not a body corporate that resolved on voluntary liquidation or against which a liquidation order was made.
  2. (b) A candidate for Director, to whom what is said in subsection (a) applies, shall disclose that to whoever makes the appointment.

Annex C

Companies Regulations (Conditions and Criteria for Directors with Accounting and Financial Expertise and for Directors with Professional Expertise) 5766- 2005

Director with accounting and financial expertise

• 1. A Director with accounting and financial expertise is a person who by his education, experience and capability has great skill in and understanding of business accounting subjects and financial reports, which enables him to understand the company's financial reports in depth and to lead the discussion of the way the financial data are presented; the Board of Directors shall evaluate a Director's accounting and financial skills, taken into account – inter alia – his education, experience and knowledge of the following subjects:
  2. (1) accounting problems and auditing problems characteristic of the branch of industry in which the company operates and of companies of the size and complexity of the company;
  3. (2) responsibilities of an auditor and the obligations imposed on him;
  4. (3) the preparation of financial reports and their approval under the Law and under the Securities Law

Director with professional expertise

• 1. (a) A Director with professional expertise is a person for whom one of the following holds true:
  2. (1) he holds an academic degree in one of the following professions: economics, business administration, auditing, law, public administration;
  3. (2) he holds another academic degree or has completed other higher education studies, all within the main sphere of the company's activity or in a sphere relevant to the position;
  4. (3) he has at least five years experience in one of these, or he has at least five cumulative years of experience in two or more of these:
     • (a) in a high ranking position in the business management of a body corporate with a significant volume of business;
     • (b) in a high ranking public office or in a high ranking position in the public service;
     • (c) in a high ranking position in the main sphere of activity of the company's activity.
  5. (b) The Board of Directors shall evaluate a candidate's professional qualification for serving as Director, as said in subregulation (a).

Declaration

• 1. (a) In the declaration under section 241 of the Law the candidate shall also declare his education and experience, as far as relevant, in order to examine whether the conditions and qualifications under these regulations apply, and he shall attach documents and certificates that support his declaration.
  2. (b) If the Board of Directors is required to evaluate the accounting and financial expertise of a Director, in order to comply with the minimum number prescribed

under section 92(a)(12) of the Law, then the Director shall make the declaration as said in subregulation (a).

Effect

1. These regulations shall go into effect thirty days after their publication. (Date of publication: December 20, 2005 – Tr.)