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

Phoenix Financial Ltd. ("The Company")

To: To:

The Tel Aviv Stock Exchange Ltd. Israel Securities Authority

www.tase.co.il www.isa.gov.il

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

In accordance with the Companies Law, 5759-1999 (the "Companies Law"), with the Securities (Periodic and Immediate Reports) Regulations, 5730-1970 (the "Reports' Regulations"), with the Companies (Voting Paper and Statements of Position) Regulations, 5766-2005 (the "Voting Papers Regulations"), and with the Companies (Notice and Ad on General Assembly and Type Assembly in a Public Company and Adding a Topic to the Agenda) Regulations, 5760-2000, a notice is hereby given concerning the convening of a Special General Assembly of the Company's Shareholders, which shall convene on Monday, March 9, 2026, at 17:00, at the Company's Headquarters located at Phoenix Campus, Building B Floor 8, whose agenda concerns the following topics:

1.1. Approval of the Renewal of the Appointment of Mrs. Rachel Lavine as an External Director of the Company for an Additional Term of 3 Years (Starting 24.3.2026)

1.1.1. In accordance with the resolution of the Company's BOD pursuant to the provisions of Section 245(a1)(2) of the Companies Law, it is hereby proposed to approve the renewal of the appointment of Mrs. Rachel Lavine as an External Director of the Company for an additional term of three years, starting 24.3.2026. In accordance with the requirements of Sections 224B(a) and 241 of the Companies Law, Mrs. Rachel Lavine declared her suitability to serve as an External Director and that she possesses the necessary skills and ability to devote the proper time for the purpose of performing her duties, and she detailed her skills as aforesaid, and that the restrictions set forth in Sections 226 and 227 of the Companies Law do not apply to her. Mrs. Rachel Lavine's declaration and additional information regarding her qualifications are attached as Appendix A to this summons' report.
1.1.2. Mrs. Rachel Lavine has accounting and financial expertise, in accordance with the provisions of the Companies (Conditions and Tests Regarding a Director with Accounting and Financial Expertise and a Director with Professional Qualifications) Regulations, 5766- 2005.
1.1.3. Subject to the approval of the renewal of the appointment of Mrs. Rachel Lavine as an External Director by the General Assembly, Mrs. Lavine will continue to be entitled to compensation identical to the compensation paid to the Company's External Directors, in accordance with the Companies (Rules Regarding Compensation and Expenses to an External Director) Regulations, 5760-2000 (the "Compensation Regulations"), based on

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the Company's classification, as it shall be from time to time. For the avoidance of doubt, it is hereby clarified that the compensation to which Mrs. Lavine will be entitled is not brought for approval by the General Assembly, in accordance with Regulation 7 of the Compensation Regulations.

1.1.4. Below are the required details, to the best of the Company's knowledge, regarding Mrs. Rachel Lavine, the candidate for the renewal of her position as an External Director of the Company:

Name:	Rachel (Rocha) Lavine
I.D. Number:	022216329
Date of commencement of	24.3.2026 (first term commenced on
term:	24.3.2020)
Date of birth:	9.12.1965
Address for service of	3 Yefe Nof St., Giv'atayim
judicial documents:
Citizenship:	Israeli
Member of the BOD's	Audit Committee, Chairperson of the
committees:	Committee for Examining the Financial
	Statements - Phoenix Financial, Compensation
	Committee and member of the Nostro
	Investment Committee.
External Director:	Yes, and a candidate for an additional term as
	an External Director
Independent Director:	-
Possesses accounting and	Yes.
financial expertise or
professional qualification:
Is she an employee of the	No.
Company, its subsidiary,
its affiliate or of an
interested party therein:
Education:	BA in Business Administration with
	specialization in Accounting - College of Management, Tel Aviv.
	MBA in Business Administration - Kellogg
	School of Management, Northwestern
	University, Chicago.
Occupation during the past	Vice Chairperson - Atrium European Real
five years:	Estate Ltd.
	Vice Chairperson - Tidhar Group Ltd.
	Professional consultant to companies in the
	real estate sector.
Additional corporations in	Infinya Ltd., AFI Properties Ltd., Tidhar
which she serves as a	Group Ltd.; Veridis Environment Ltd. and
Director:	Phoenix – Construction Financing and
	Guarantees.
Family member of an	No.
interested party in the
Company:
A director recognized by	Yes.

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the Company as possessing accounting and financial expertise for the purpose of meeting the minimum number determined by the BOD pursuant to Section 92(a)(12) of the Companies Law:

Summary of the proposed resolution - "To approve the renewal of the appointment of Mrs. Rachel Lavine as an External Director of the Company for a term of three (3) years as of 24.3.2026."

1.2. Subject to the approval of Mrs. Lavine's appointment as an External Director of the Company, to approve the terms of her tenure and employment as follows:
1.2.1. To approve the issuance of an indemnity letter and a letter of exemption from liability under the conditions accepted by the Company. For details regarding the terms of the letter of commitment for indemnification and the letter of exemption from liability accepted by the Company, see the report on convening a General Assembly of the Company dated February 18, 2020 (Reference No.: 2020-01-014290) (This information constitutes an inclusion by way of reference).
1.2.2. The inclusion of Mrs. Lavine in the Company's directors' and officers' liability insurance policy, as it shall be from time to time, under the conditions accepted by the Company and in accordance with the provisions of the compensation policy for company officers which was approved by the General Assembly of the Company's shareholders on October 22, 2020 and January 5, 2023.¹

Summary of the proposed resolution - "Subject to the approval of Mrs. Lavine's appointment as an External Director of the Company, to approve the provision of an indemnity letter, a letter of exemption from liability and insurance coverage in accordance with the conditions accepted by the Company."

1.3. Replacement of the Company's Articles of Association

1.3.1. The Company's current articles of association (the "Existing Articles") are old articles that were drafted during the period in which the Companies Ordinance [New Version] was in effect,² and also include provisions that are no longer relevant today.
1.3.2. The Company seeks to approve the replacement of the Existing Articles with new articles of

1 For the summons of the Assembly and the wording of the compensation policy, see the immediate reports dated September 21, 2020 and November 30, 2022 (Reference Nos.: 2020-01-102009 and 2022-01-115548, respectively) (included by way of reference).

² For the Company's current articles of association, see the immediate report dated August 20, 2024 (Reference No.: 2024-01- 090652).

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association (the "New Articles"), which have been adapted, inter alia, to the provisions of the Companies Law and whose wording reflects the customary practice of public companies in Israel. The wording of the New Articles is attached as Appendix B to this summons' report.
1.3.3. For convenience, the following table summarizes the principal changes³ between the provisions of the Existing Articles and the provisions of the New Articles (it is emphasized that the summary of changes below does not constitute a substitute for reading the full wording of the New Articles attached to this summons' report as Appendix B):

Topic	Existing Articles	New Articles
Company's Objects	Not specified.	To engage in any lawful activity.
Limitation of	Not specified.	The liability of the shareholders is limited to
Liability		the amount of their undertaking.
Authorized Share	Not specified.	The Company's authorized share capital is
Capital		NIS 300,000,000, divided into 300,000,000
		ordinary shares of NIS 1 par value each.
Types of Shares	The Articles permit the issuance of	The issuance of shares of different classes is
	shares of different classes, with	subject to the provisions of Section 46B of
	different rights.	the Securities Law.
Preemptive Rights	Prohibition on making private	None.
in Issuance	placements to shareholders holding
	5% or more, unless the allocation is
	offered to all shareholders (rights
	offering).
Transfer of Shares	The BOD may refuse the transfer of	The Company's shares are transferable.
	shares at its discretion.	Approval of the BOD is required where the
		consideration for the shares has not been
		paid in full or where the Company has a lien
		or pledge over the shares.
Majority Required	Special majority at the General	Simple majority at the General Assembly.
for Change in	Assembly.
Capital Structure
Convening of	Written notice of the convening of a	No notice of the convening of a General
General Assemblies	General Assembly to shareholders.	Assembly shall be given unless required by
	Notice periods - 14 days prior to an	law. The notice periods are governed by the
	annual assembly and 21 days prior to	Companies Law and regulations enacted
	a special assembly. The notice shall	thereunder.
	be delivered personally or by mail.
Legal Quorum at	At least three shareholders holding	At least two shareholders holding 25% of the
General Assemblies	together at least 33.3% of the voting	voting rights. At an adjourned meeting - one
	rights. At an adjourned meeting - two	shareholder, and if the meeting was
	shareholders.	convened at the request of a shareholder, the
		quorum at the adjourned meeting shall be
		one shareholder holding at least 10% of the
Casting Vote of the	The Chairperson of the Assembly has	voting rights. The Chairperson of the Assembly has no
Chairperson of the	a casting vote.	casting vote.

3 It is hereby clarified that the changes are presented in the order in which they appear in the articles of association and not according to the substance of the change.

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Assembly
Types of	Ordinary resolution requires a simple	Resolutions at the General Assembly are
Resolutions at	majority and special resolution	adopted by a simple majority, subject to the
General Assemblies	requires a special majority.	provisions of the Companies Law.
Method of Voting	No possibility of electronic voting;	Voting may be conducted by Voting Paper
at the Assembly	voting only in person or by proxy.	and by electronic voting.
Number of	3-12	5-12
Directors
Appointment of	Once every two years at the annual	At every second annual assembly of the
Directors	assembly.	Company following the appointment of each director.
Legal Quorum at BOD Meetings	Two directors.	Majority of the members of the BOD.
Casting Vote of the	The Chairperson of the BOD has a	The Chairperson of the BOD has no casting
Chairperson of the BOD	casting vote.	vote.
Bonus Share	Requires a resolution of the BOD and	The BOD is the body authorized to distribute
Distribution	the General Assembly.	bonus shares.
Unclaimed	Not specified.	An unclaimed dividend may be
Dividend		invested/used for the benefit of the Company
		for a period of one year.
Merger	Special majority in accordance with the Companies Ordinance.	Simple majority.
Reorganization	Not specified.	The BOD or the liquidators may accept and distribute securities of another company as consideration, subject to approval of the General Assembly.

1.3.4. It is emphasized that the change in the Company's objects in the New Articles shall enter into effect upon their registration with the Registrar of Companies.

Summary of the proposed resolution - "To approve the replacement of the Company's Existing Articles with the articles of association in the wording attached as Appendix B to this summons' report."

1.4. Approval of Compensation Policy

It is hereby proposed to approve an update to the compensation policy for the Company's officeholders (the "Compensation Policy" or the "Updated Compensation Policy"), pursuant to Section 267A of the Companies Law, the provisions of Institutional Entities Circular 2019-9-6 regarding "Amendment to the Provisions of the unified circular, Part 1, Gate 5, Chapter 5, titled 'Compensation'", dated July 11, 2019 (the "Unified Circular"), and the provisions of the Law for the Compensation of Officeholders in Financial Corporations (Special Approval and Non-Recognition of Expense for Tax Purposes due to Abnormal Compensation), 5776-2016 (the "Senior Officers Compensation Law"), effective as of January 1, 2026. A marked version of the Updated Compensation Policy, reflecting changes relative to the current compensation policy, is attached as Appendix C to this report. It is hereby emphasized that the Updated Compensation Policy shall be

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effective for a period of three (3) years commencing on the date of approval of the Updated Compensation Policy.

1.4.1. Background and Details Regarding the Current Compensation Policy and the Updated Compensation Policy
1.4.1.1. The Company's current compensation policy for officeholders was approved by the General Assembly of the Company's shareholders on January 4, 2024 (the "Current Compensation Policy").⁴
1.4.1.2. On January 28, 2026, the Company's Compensation Committee conducted a discussion regarding the proposed updates to the Current Compensation Policy, as detailed below, and recommended that the Company's BOD approve the Updated Compensation Policy for a period of three (3) years from the date of its approval in accordance with law. Following such recommendation, on January 29, 2026, the Company's BOD unanimously approved the wording of the proposed Updated Compensation Policy attached hereto as Appendix C to this report.
1.4.1.3. Other than the updates reflected in the marked version attached as Appendix C, the principal of which are detailed below, no changes were made to the wording of the Current Compensation Policy. The Updated Compensation Policy submitted for approval by the General Assembly was formulated in accordance with the provisions and limitations of applicable law, including the Companies Law, the Unified Circular and the Senior Officers Compensation Law.
1.4.1.4. Pursuant to Section 2(a) of the Senior Officers Compensation Law, an engagement between the Company and an employee thereof that includes the grant of compensation in respect of which the "anticipated expense", as defined in the Senior Officers Compensation Law, exceeds NIS 2.5 million per annum⁵ (excluding pension payments and statutory severance pay) (the "Compensation Tier"), requires special approvals of the Compensation Committee, the BOD and the General Assembly of the corporation. In addition, pursuant to the Senior Officers Compensation Law, the ratio between the "anticipated expense" in respect of such compensation (as defined in the Senior Officers Compensation Law) and the expense in respect of the lowest compensation (based on full-time position cost and as defined in the Senior Officers Compensation Law) shall not exceed a ratio of

4 For the wording of the Current Compensation Policy, see the immediate report regarding the convening of a General Assembly dated December 20, 2023, Reference No.: 2023-01-138576 (the "Current Policy Convening Report").

⁵ Linked to the Consumer Price Index as known on April 12, 2016, and in accordance with the definition of "Compensation" under the Law for the Compensation of Officeholders in Financial Corporations (the amount as of the date of this report is approximately NIS 3 million).

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35:1 (the "Wage Ratio Cap").⁶ Approval of the Updated Compensation Policy shall also constitute approval of the grant of compensation to an officeholder of the Company pursuant to Section 2(a) of the Senior Officers Compensation Law.

1.4.2. Considerations and Objectives of the Updated Compensation Policy

1.4.2.1. The Updated Compensation Policy was determined in accordance with the considerations set forth in Section 267B of the Companies Law, and includes, inter alia, reference to the matters specified in Part A of the First Addendum A to the Companies Law, and includes provisions as set forth in Part B of such Addendum.
1.4.2.2. The principal objectives of the Updated Compensation Policy (as well as of the Current Compensation Policy) are as set forth therein (in Section 3 of the Current and Updated Compensation Policy).
1.4.3. The Principal Changes in the Updated Compensation Policy Submitted for Approval Compared to the Current Compensation Policy
1.4.3.1. Update of the Compensation Cap for Officeholders Subordinate to the CEO (Sections 1 and 11.5 of the Updated Compensation Policy) - Under the Updated Compensation Policy, the compensation of the Company's officeholders may exceed the Compensation Tier, and in such event, approval of the Updated Compensation Policy shall also constitute approval of the engagement with the officeholder (including an update of the terms of engagement) pursuant to Section 2(a) of the Senior Officers Compensation Law. Accordingly, the Company's Compensation Committee and the Company's BOD shall be authorized to approve the compensation of an officeholder subordinate to the CEO pursuant to the Updated Compensation Policy, including an update of such compensation, without requiring additional approval of the General Assembly, provided that the annual compensation cost of such officeholder (in terms of the Senior Officers Compensation Law) does not exceed the Wage Ratio Cap and the caps set forth in the Updated Compensation Policy.⁷ See Section 1.4.3.4 below regarding the compensation cost of an officeholder of the Company who is a manager directly subordinate to the CEO and whose compensation is the highest among the

⁶ As of this date, the Wage Ratio Cap in the Company is approximately NIS 3,899,612. It is clarified that the current cap is lower than the cap for 2024, since the components of provisions for severance pay and benefits (including loss of work capacity) pursuant to law and the component of the employer's completion of provisions in respect of accrued rights have increased slightly. 7 The officeholders subordinate to the CEO serving as of the date of this report are as detailed in the Company's roster of officeholders and interested parties (see immediate report dated July 4, 2025, Reference No.: 2025-01-048651). Their compensation terms are in compliance with the Current Compensation Policy and shall be in accordance with the Updated Compensation Policy submitted for approval under this report. To the extent that new officeholders are appointed at the Company, the provisions of the Updated Compensation Policy and the Wage Ratio Cap shall apply to them. Approval of the Updated Compensation Policy shall also constitute approval of their compensation pursuant to Section 2(a) of the Senior Officers Compensation Law.

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managers subordinate to the CEO, in accordance with the Updated Compensation Policy submitted for approval.

In the event that the aggregate compensation exceeds the cap stipulated in Section 2(a) of the Senior Officers Compensation Law, a portion of the compensation of such officeholders shall not constitute a tax-deductible expense, all in accordance with the provisions of the Senior Officers Compensation Law.

1.4.3.2. Update of Directors' Compensation (Sections 1.2.3 and 1.2.4 of the Updated Compensation Policy) - The Updated Compensation Policy clarifies, for the avoidance of doubt, that a director may be paid compensation for participation in meetings in the framework of professional overseas travel as part of a team or an ad hoc committee on which he serves on behalf of the BOD, and updates the daily per diem expenses for a foreign director from NIS 2,000 plus VAT to NIS 2,500 plus VAT, in order to achieve appropriate alignment with current prices in the Israeli hospitality market.
1.4.3.3. Update of Section 20 of the Updated Compensation Policy The cap for coverage under the officers' and directors' liability insurance has been increased from USD 220 million to USD 250 million. It is noted that, as of the date hereof, the officers' and directors' liability insurance policy is in the amount of USD 200 million.⁸
1.4.3.4. Below are details regarding the maximum compensation to which the Deputy CEO of the Company, whose compensation is the highest as of the date of this report, and who is subordinate to the CEO, will be entitled, on an annual basis for 2026 (in thousands of NIS and in terms of cost to the Company), in accordance with the proposed Updated Compensation Policy (pro forma):

			Details of the Compensation Recipient		Compensation for Services and Other (NIS thousands)
Year	Name	Position	Scope of Position	Equity Holding Rate in the Corporation	Salary (1)	Bonus (2)	Share Based Payment (3)	Management Fees	Rental Fees	Other	Total	Thereof: Total for Purposes of the Law for the Compensation of Officeholders in Financial Corporations (4)
2026		Deputy CEO	Full-time position	-	1,806	650	1,107	-	-	-	3,563	3,329

⁽¹⁾ Salary includes payment required pursuant to the employment agreement that is not contingent upon targets and/or discretion. The salary presented in the table above constitutes 100% of the salary paid to the Deputy CEO in connection with all of his positions within the Group and does not constitute only the salary paid by the Company.

⁽²⁾ Calculated for purposes of presentation in this report in accordance with the maximum annual compensation cap for 2026.

⁽³⁾ This amount reflects the economic value of the Company's options and of all options granted to the officeholder, based on

⁸ See immediate report dated November 2, 2025, Reference No.: 2025-01-082277.

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the manner of recording the expected accounting expense in respect thereof in the Company's financial statements for 2026 (as opposed to linear allocation over the vesting periods), as well as the economic value of options and restricted share units previously granted to the officeholder that have not yet been recognized as an expense in the Company's financial statements (where the recognition of the expense in respect of such options and restricted share units is also made by way of recording the expected accounting expense).

(4) "Compensation" as defined in the Law for the Compensation of Officeholders in Financial Corporations (Special Approval and Non-Recognition of Expense for Tax Purposes due to Abnormal Compensation), 5776-2016 (the "Senior Officers Compensation Law"), i.e., total compensation excluding provisions for severance pay and benefits (including loss of work capacity) pursuant to law and excluding the employer's completion of provisions in respect of rights accrued up to the date of entry into force of the law.

1.4.4. Manner of Implementation of the Current Compensation Policy

All employment and compensation agreements with the Company's officeholders (Chairperson of the BOD, CEO and officeholders subordinate to the CEO) are in compliance with the Current Compensation Policy, and all payments to officeholders made as of the date of approval of the Current Compensation Policy have been effected in accordance with its provisions.

Below is a breakdown of the correlation between the caps set forth in the Current Compensation Policy and the compensation actually paid to the CEO and to the Chairperson of the BOD in respect of the year 2025:

1.1.1.1. Chairperson of the BOD There is a 100% correlation between the compensation paid to the current Chairperson of the BOD for the year 2025 and the annual compensation cap determined in the Compensation Policy, as adjusted to the Chairperson's position percentage.
1.1.1.2. CEO of the Company There is a 100% correlation between the compensation paid to the CEO of the Company for the year 2025 and the annual compensation cap determined in the Compensation Policy.
1.4.5. Names of Directors Who Have a Personal Interest in the Proposed Compensation Policy In light of the fact that the proposed Updated Compensation Policy determines, inter alia, conditions relating to directors' compensation, all of the Company's directors and all members of the Compensation Committee may have a personal interest in the approval of the proposed Compensation Policy with respect to the provisions regarding directors' compensation. Accordingly, and pursuant to Section 278(b) of the Companies Law, during the discussions of the Compensation Committee and of the Company's BOD, all of the Company's directors were permitted to be present.
1.4.6. The Recommendation of the Compensation Committee and the Approval of the Company's BOD Were Based Primarily on the Following Considerations:
1.4.6.1. The proposed Updated Compensation Policy was determined in accordance with the considerations set forth in the Unified Circular (to the extent relevant) and in Section 267B of the Companies Law, and includes, inter alia, reference to the

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matters specified in Part A of the First Addendum A to the Companies Law, and includes provisions as set forth in Part B of such Addendum.
1.4.6.2. It is noted that no changes were made to the compensation model or to the Current Compensation Policy, other than the amendments, the principal of which are detailed in this report. Accordingly, following renewed discussions by the Compensation Committee and the Company's BOD regarding the main principles of the Current Compensation Policy and the Updated Compensation Policy, and the need to amend certain provisions thereof as detailed above while leaving other provisions unchanged, the directors hereby adopt and approve all of the rationales that served them at the time of approval of the Current Compensation Policy and which also apply to and are suitable for the wording of the Updated Compensation Policy and the existing compensation model of the Company, which remains unchanged, as detailed in Section 1.1.8 of the report on convening the General Assembly for approval of the Current Compensation Policy.
1.4.6.3. In addition, the Compensation Committee and the Company's BOD noted that The Phoenix Group has undergone significant changes in recent years, including expansion of the Group's activities, diversification of operations and entry into new lines of business. Such changes have also increased the complexity of the Company's activities, as well as the Company's value and the value of the Company's shares, and have generated value for its shareholders. In view of the foregoing, and in light of the Company's desire to continue to develop during the term of the Updated Compensation Policy, the Updated Compensation Policy is intended to enable compensation that will assist in recruiting and retaining a highquality and professional management team at the Company, by rewarding success and advancement of the Company's objectives, in accordance with what is permitted by law.
1.4.6.4. The Compensation Committee and the Company's BOD approved the Updated Compensation Policy in light of the aspiration to compensate officeholders and managers for their work and contribution to the Company and to retain them over the long term, while creating appropriate incentives and aligning such incentives with the Company's objectives and those of its stakeholders, and while ensuring that the Updated Compensation Policy, including the compensation mechanisms and compensation levels set forth therein, will reflect and express the Company's objectives, work plans and policies from a long-term perspective, to the extent possible, and will enable the long-term retention of leading key personnel at the Company, subject to the aforesaid limitations, and the recruitment of talented

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managers.

1.4.6.5. In the framework of their discussions, the Compensation Committee and the Company's BOD considered the principal objectives of the Compensation Policy, as set forth in Section 3 of the Updated Compensation Policy, and in light thereof determined that the provision intended to preserve flexibility for the Compensation Committee and the Company's BOD when approving the compensation of officeholders subordinate to the CEO, for the purpose of retaining them at the Company over the long term, is appropriate and fair. This determination was also made taking into account that such flexibility is customary in compensation policies of financial corporations and corporations operating in the insurance and capital markets sectors in recent years. The Compensation Committee and the Company's BOD discussed the possibility of non-recognition for tax purposes of a portion of the compensation of officeholders that exceeds the Compensation Tier, and determined that such amount is not material to the Company. In this context, the members of the Compensation Committee and the Company's BOD noted that efforts have been made to compensate the Company's officeholders and to incentivize them to lead the Company to achievements within the tools permitted by law, including the Senior Officers Compensation Law.
1.4.6.6. For the purpose of conducting the discussions regarding the Compensation Policy, the following materials were presented, inter alia, to the Compensation Committee and the Company's BOD: benchmarking comparison to compensation of officeholders in comparable companies in the industry, the Updated Compensation Policy and the current compensation model thereunder, including reference to the Company's risk management, compliance and internal audit aspects, and various simulations regarding officeholders' compensation following the update.
1.4.6.7. In the framework of the examination of the proposed Compensation Policy, the Compensation Committee and the Company's BOD were presented with data regarding the average and median salary of all employees of The Phoenix Group who are not key function holders (as defined in the Unified Circular, "Key Function Holders"), excluding service center employees, as well as the data regarding all Phoenix Group employees (who are not Key Function Holders), including service center employees. Since a substantial portion of the service center employees do not in practice work on a full-time basis, in the view of the Compensation Committee and the Company's BOD, the data excluding service center employees more accurately reflects the average and median salary of the Group's employees. The ratios between the compensation caps of Key Function Holders and the average and

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median compensation of all Group employees including service center employees are as follows: CEO - 13.9 and 17.7 relative to the average and median, respectively; and another Key Function Holder - 10.7 and 13.7 relative to the average and median, respectively. The Compensation Committee and the Company's BOD are of the view that these ratios are reasonable and that they are not expected to adversely affect labor relations within the Company.

1.4.6.8. All of the foregoing considerations were taken into account by the Company's BOD in its deliberations on the recommendations of the Compensation Committee and in adopting such recommendations.
1.4.6.9. Following consideration of all of the foregoing and discussions regarding the various components of the Updated Compensation Policy and of the compensation, the Compensation Committee and the Company's BOD concluded that the terms of the Updated Compensation Policy are reasonable and fair and that approval of the Updated Compensation Policy is in the best interest of the Company.

Summary of the proposed resolution - "To approve the Updated Compensation Policy for the Company's officeholders in the wording attached as Appendix C to this report, effective as of the date of approval by the General Assembly for a period of three (3) years, and to approve, pursuant to Section 2(a) of the Senior Officers Compensation Law, that in accordance with the Updated Compensation Policy and the caps set forth therein, the compensation of officeholders subordinate to the CEO may exceed the Compensation Tier specified in such section, subject to approval of the Compensation Committee and the Company's BOD, without requiring additional approval of the General Assembly."

2. The Legal Quorum for Holding the Assembly and Postponed General Assembly

According to the Company's AOA, a discussion may not be opened at the General Assembly unless a legal quorum is present at the commencement of the Assembly. The legal quorum for the General Assembly is the presence of at least three (3) shareholders, present by themselves or by a 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 the commencement of the Assembly. 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 at the same time and place (the "Postponed General Assembly"). If a legal quorum is not present half an hour after the date set for the Postponed General Assembly, the presence of at least two (2) shareholders, either by themselves or through a proxy, will constitute the legal quorum for the Postponed General Assembly.

3. The Required Majority for Resolutions on the Assembly's Agenda

3.1. The majority required to approve the resolutions listed in Sections 1.1 and 1.4 above is a simple

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majority (that is, a majority of over 50% of the votes who voted for or against, excluding abstainers), in voting in the count of votes, provided that one of the following takes place in addition: (1) The quorum of the majority of votes at the General Assembly shall include a majority of all the votes of the shareholders who are not controlling shareholders of the Company or have a personal interest in approving the appointment, except for a personal interest that is not the result of a relationship with the controlling shareholder, participating in the vote; in counting all the votes of the aforesaid shareholders, abstainers shall not be taken into account; (2) The total number of opposing votes from among the shareholders referred to under paragraph (1) above shall not exceed the rate of two percent (2%) of the total voting rights in the Company.

3.2. The majority required for approving the resolutions detailed in section 1.2 of the Convening Report is a regular majority of more than fifty percent (50%) of the votes of the shareholders present at the Assembly, entitled to vote and who voted therein, without taking abstaining votes into account.
3.3. The majority required to approve the resolutions listed in Sections 1.3 above is a majority of more than seventy-five percent (75%) of the votes of the shareholders present at the General Assembly who are entitled to vote and who voted therein, without taking into account abstained votes.

4. The Assembly's Orders and Voting

4.1. 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(b) of the Companies Law and according to Regulation 3 of the Voting Papers Regulations is Monday, February 9, 2026 (hereinafter: the "Effective Date").

4.2. Voting eligibility

Any of the Company's shareholders on the Effective Date, whether the shares are listed on his/her name (hereinafter: "Listed Shareholder") or whether he/she holds them by way of a stockexchange member (that is, a person to whose credit a share is listed with a stock exchange member and the same share is included among the shares listed in the shareholders' register in the name of a nominee company, as stated in Section 177(1) of the Companies Law (hereinafter: "Unlisted Shareholder"), is eligible to take part and vote in the Assembly in person or by proxy for voting as well as by Voting Paper. In addition, an Unlisted Shareholder is also eligible to vote by an Electronic Voting Paper that shall be conveyed to the Company by the Electronic Voting System in accordance with Mark B of Chapter 7-2 of the Securities Law, 5728-1968 (the "Electronic Voting System", "Electronic Voting Paper" and "Securities Law").

4.3. Proxy for voting

The document that appoints a proxy shall be in writing, signed by the appointer or his/her

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attorney, or, when the appointer is a corporation, the power of attorney shall be signed with its accepted stamp or by its attorney. The proxy-appointment letter and the power of attorney (if there is any) or a copy of such documents approved by a notary shall be deposited at the Company's offices with the Company's secretariat, at least forty-eight (48) hours prior to the date and time of the General Assembly or the Postponed General Assembly (as the case may be) for which an authorization letter was submitted. A deposit as stated, which relates to the Assembly's set date, shall also be effective for the Postponed General Assembly.

4.4 Voting paper and position announcements

As stated above, in the vote to approve the resolutions on the agenda, a shareholder may also vote by a Voting Paper. In addition, a shareholder may express his position regarding the aforesaid topics by means of a position announcement. The wording of the Voting Paper and the position announcement, as defined in Section 88 of the Companies Law, insofar as provided, can be reviewed on the Securities Authority's Distribution Website (hereinafter: the "Distribution Website") at https://www.magna.isa.gov.il and on the Tel Aviv Stock Exchange website at http://maya.tase.co.il.

Voting by a Voting Paper will be done on the second part of the Voting Paper, as published on the Distribution Website. Any shareholder may contact the Company according to the details below in order to receive, free of charge, the wording of the Voting Paper, or, with his/her consent, a link to the wording of the Voting Paper on the Distribution Website, as well as the position announcements that have reached the Company, if any.

A stock-exchange member shall send, for no cost, by email, a link to the Voting Paper's wording and the position announcements (as will be provided) on the Distribution Website, to any shareholder of the Company who is unlisted on the Company's shareholders' registry and whose shares are listed with the same stock-exchange member, unless the shareholder has notified that he/she does not wish that or that he/she wishes to receive Voting Papers by mail while bearing the delivery cost, provided that the notice was given in respect of a particular securities account and on a date prior to the Effective Date.

The deadline for submitting a Voting Paper to the Company (including the documents to be attached, as specified in the Voting Paper) is up to four (4) hours prior to the convention of the General Assembly. The deadline for submitting position announcements to the Company by the Company's shareholders is up to ten (10) days prior to the convention of the General Assembly. In this regard, the "Service Date" is the date on which the Voting Paper and the attached documents arrived at the Company's offices.

4.5. Voting in the Electronic-Voting System

As stated above, an Unlisted Shareholder is also eligible to vote by an Electronic Voting System. Voting by way of an Electronic Voting Paper shall be permitted from the end of the Effective Date

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and up to six (6) hours prior to the General Assembly's convening date (the "System Lock Date"), then the Electronic Voting System will be locked. Voting in the Electronic Voting System will be subject to change or cancellation until the time the system is locked and it will not be possible to change it using the Electronic Voting System after this date.

It should be noted that in accordance with Section 83(D) of the Companies Law, should a shareholder vote in more than one manner, his/her most recent vote shall count, when accordingly, a shareholder's vote, whether in person, by proxy or by a simple Voting Paper delivered to the Company's offices, shall be deemed later than a vote cast by way of an Electronic Voting Paper or an Electronic Voting System.

4.6. Ownership approval

An Unlisted Shareholder will be entitled to attend the Assembly only if he/she presents to the Company, prior to the Assembly, an original approval from a stock exchange member with whom his/her right to the share is listed, concerning his/her ownership in the Company's shares on the Effective Date. The approval shall include the details specified in Regulation 2 as well as in the Form found in the Schedule to the Companies (Proof of Share Ownership for Voting Purposes in the General Assembly) Regulations, 5760-2000.

An Unlisted Shareholder is entitled to receive the Ownership Approval from the stock-exchange member through whom he/she holds his/her shares, at the branch of the stock-exchange member or by mail to his/her address for only a delivery charge, if he/she requested it. A request on this matter shall be provided in advance in respect of a specific securities account.

Alternatively, an Unlisted Shareholder will be entitled to forward to the Company through the Electronic Voting System an Ownership Approval by the time the system is locked (as stated in Section 4.5 above). Without detracting from the foregoing, an approved electronic message pursuant to Section 44(11)5 of the Securities Law, which concerns the data of the users of the Electronic Voting System, has the same legal standing as an Ownership Approval of a share in respect of any shareholder included therein.

4.7. Changes to the agenda and a shareholder's request to include a topic on the agenda

After the 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 position announcements may be reviewed, when published, on the Company's reports on the Distribution Website.

A shareholder's request according to Section 66(B) of the Companies Law to include a topic on the agenda of the General Assembly shall be submitted to the Company up to seven (7) days after the Assembly is summoned. If such a request has been submitted, it is possible that the topic will be added to the agenda and its details will appear on the Distribution Website. The Company shall then prepare an updated agenda and a revised Voting Paper and will publish them no later than

{15}------------------------------------------------

seven (7) days after the deadline for submitting a Shareholder's Request to include a topic on the agenda, as aforesaid.

5. The Company's Representative

The Company's representative for handling this Report is Attorney Elad Sirkis the Company's Secretary, of Phoenix Campus, Building B Floor 8. Tel: 03-7332997; Fax: 03-7238831; Email: [email protected]..

Ownership Approvals and/or powers of attorney and/or voting instructions and/or Voting Papers may be sent to Attorney Elad Sirkis, to fax number 03-7332163 and/or by email to [email protected].

6. Reviewing the Documents

The full wording of the proposed resolutions, the Voting Paper and the position announcements (if any) may be reviewed at the Company's offices, from Sundays to Thursdays during regular working hours, in prior coordination by calling 03-7332997, and until the time of convening the Assembly.

Phoenix Financial Ltd.

By:

Meni Neeman, Chief Legal Counsel

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Appendix A - External Director's Declaration

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To:

Phoenix Financial Ltd.

To Whom it May Concern,

DIRECTOR DECLARATION

Whereas, Phoenix Financial 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, Rachel Lavine ID/Passport number 022216329, date of birth 09.12.1965, with an address at 3 Yefe Nof St., 5323029 Giv'atayim, a citizen of Israel, 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"):

Education:

Degree			Field	Academic Institution
Bachelor (1991)	of	Business	Major in Accounting	College of Management Tel Aviv
Master Administration (2008)	of	Business	Business Administration	Kellogg School of Management, Northwestern University

Other education and professional certificates: Accountant license (1996)

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.

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.

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Business experience during the past five years:

Position	Place of Employment	Dates in which served in each position
External Director	AFI Properties Ltd.	From 2019 until today
External Director	INFINYA Ltd. (former Hadera Paper Ltd.)	From 2017 until today
External Director	Veridis Environment Ltd.	From 07/2021
Director	Phoenix – Construction Financing and Guarantees	From 01/2024 until today
Vice Chairman	Tidhar Group Ltd.	From 02/2020 until today
Vice Chairman	Atrium European Real Estate Ltd.	From 11/2014 to 07/2019
Director (Voluntary)	Israel Philharmonic Orchestra	06/2025 until today
Professional consultant for companies in the sector of real estate and renewable energy	Paragon Management Company Ltd.	From 5/2019 until today

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:

See above

• 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:

[ ] 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;

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[ * ]	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
Or:
[ ]	I have a professional qualification
Accounting competence:	Attached are additional details regarding my education and experience, which are relevant for the purpose of examining the compliance with the conditions and tests set forth in the Companies Regulations (Conditions and Criteria for a Director with and Financial Expertise and for a Director with Professional Qualifications), 5766-2005, in order for the BOD to determine that I have professional

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:
[*] 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 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.

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[*] Neither I nor my relatives, partners, employers, those that I am subordinate to, directly or indirectly, or a corporation under my control, have business or professional ties to those whose affiliation is prohibited as mentioned above, even if such ties are not usual (except for negligible ties), and I did not receive any compensation from the company contrary to the provisions of Section 244(b) of the Companies Law.
[*] 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.
[*] I am not an employee of the Israeli Securities Authority or of a stock exchange in Israel.
[*] 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.

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 Company	Certificate Number	Number of Securities	Equity %	Voting %
N/A

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.

I am not a related or competing shareholder or the relative of the aforementioned shareholder, at the time of appointment, and I am not related to a related or competing shareholder at the time of appointment or in the two years preceding the date of appointment.

For this matter - "A related or competing shareholder" - A shareholder who proposed the appointment or a substantial shareholder (as defined in Section 1 of the Companies Law), and all if at the time of the appointment he, a controlling shareholder or a company controlled by any of them, have business ties with the company that he, a controlling shareholder or a company controlled by any of them, are competitors of the company.

11.			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:

[*]	Yes (if relevant, please describe the positions in which you serve)
[ ]	No

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Member of the Investment Committee (Nostro) of The Phoenix Insurance Company Ltd.

12. 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:
[ ] Yes (if relevant, please provide details) [*] No
13. No enforcement measure was imposed on me by an administrative enforcement committee, prohibiting me from serving as a director of a public company.
14. Please mark the appropriate alternative:
[*] I was not declared bankrupt or
[ ] I was declared bankrupt and was discharged
15. 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.
16. 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.

Rachel Lavine 022216329 [Signature – Rachel Lavine] Name ID/ Passport Signature

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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 –
(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;
(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;
(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.
(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:
(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;
(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;
(3) repealed.
(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.
(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

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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.
(b) A candidate for Director, to whom what is said in subsection (a) applies, shall disclose that to whoever makes the appointment.

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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:
(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;
(2) responsibilities of an auditor and the obligations imposed on him;
(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:
(1) he holds an academic degree in one of the following professions: economics, business administration, auditing, law, public administration;
(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;
(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.
(b) The Board of Directors shall evaluate a candidate's professional qualification for serving as Director, as said in subregulation (a).

Declaration

(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.

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(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

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

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Appendix B - New Articles of Association

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

ARTICLES OF ASSOCIATION

PHOENIX FINANCIAL LTD.

(the "Company")

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Section	Subject	Page
Chapter	One - General	3
1.	Introduction	3
2.	Name of the Company	5
3.	Objects of the Company	6
4.	Limitation of Liability	6
5.	Amendment of the Articles of Association	6
Chapter	Two - Share Capital of the Company	6
6.	Share Capital	6
7.	Issuance of Shares and Other Securities	6
8.	Register of Shareholders and Issuance of Share Certificates	7
9.	Transfer of Shares of the Company	9
10.	Charge and Lien on Shares	11
11.	Changes in Share Capital	11
Chapter	Three - General Meetings	13
12.	Annual and Special General Meetings and Class Meetings	14
13.	Proceedings at General Meetings	14
14.	Voting by Shareholders	14
15.	Appointment of Proxy for Voting	15
Chapter	Four - Board of Directors	17
16.	Appointment and Termination of Office of Directors	17
17.	Chairperson of the Board of Directors	18
18.	Proceedings of the Directors	18
19.	Approval of Non-Extraordinary Transactions	19
Chapter	Five - Company Secretary and Auditor	19
20.	Company Secretary	19
21.	Auditor	20
Chapter	Six - Preservation and Distribution of the Company's Capital	20
22.	Distribution and Allotment of Bonus Shares	20
23.	Dividends and Bonus Shares	20
Chapter	Seven - Exculpation, Indemnification and Insurance of Office Holders	22
24.	Exculpation of Office Holders	22
25.	Indemnification of Office Holders	22
26.	Insurance of Office Holders	24
27.	Exculpation, Indemnification and Insurance - General	24
Chapter	Eight - Merger, Liquidation and Reorganization of the Company	25
28.	Merger	25
29.	Liquidation	25
30.	Reorganization of the Company	26
	Nine - Notices	26
31.	Notices	26

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Chapter One - General

1. Introduction

1.1. Each of the following terms shall, in these Articles of Association, have the meaning ascribed to it hereinbelow:

"Law" - The provisions of any law applicable in the State of Israel.

"The Stock Exchange" or

The Tel Aviv Stock Exchange Ltd.

"TASE"

"Administrative

Proceeding"

Any proceeding pursuant to Chapter 8C (Imposition of a Monetary Sanction by the Israel Securities Authority), Chapter 8D (Imposition of Administrative Enforcement Measures by the Administrative Enforcement Committee) or Chapter 9A (Arrangement for Avoidance of the Initiation of Proceedings or for the Termination of Proceedings, Subject to Conditions) of the Securities Law, 5728-1968, as amended from time to time; any proceeding pursuant to Chapters 10, 10A and 11A of the Joint Investment Trusts Law; any proceeding pursuant to Chapters 7A, 7B and 8A of the Investment Advice Law; any proceeding pursuant to Chapter 9A of the Supervision of Financial Services (Insurance) Law, 5741-1981 and pursuant to Chapter 5 of the Supervision of Financial Services (Provident Funds) Law, 5765-2005; any proceeding for the imposition of a monetary sanction pursuant to Subsection D of Chapter Four of Part Nine of the Companies Law, as amended from time to time; any proceeding pursuant to Chapter 7A of the Economic Competition Law, 5748-1988, as amended from time to time; any proceeding pursuant to Chapter 5 or Chapter 6 of the Financial Information Services Law; any proceeding pursuant to Chapter 7 or Chapter 8 of the Regulation of Engagement in Payment and Payment Initiation Services Law, (or any other proceeding pursuant thereto); any proceeding pursuant to Chapter 12 of the Regulated Financial Services Law; any proceeding pursuant to Chapter 6 of the Pension Advice Law; and any additional administrative proceeding in respect of

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which, under any Law, indemnification may be granted for payments related thereto or for expenses incurred in connection therewith.

"Companies Law" - The Companies Law, 5759-1999.

"Securities Law" - The Securities Law, 5728-1968.

"Business Day" - Sunday through Thursday of each week, excluding holidays, holiday eves and official days of rest in the State of Israel.

"In Writing" - Print and any other form of reproduction of words, including documents transmitted in writing by facsimile, telegraph, telex, electronic mail, computer or any other electronic means of communication, which creates or enables the creation of a copy and/or a printed output of the document.

"Voting Paper" - A voting paper in accordance with the Companies Regulations (Voting in Writing and Position Statements), 5766-2005, including electronic voting, as such term is defined in said regulations.

"Securities" - Shares, debentures, capital notes, securities convertible into shares, and rights to any of the foregoing, issued by the Company.

"Incompetent Person" - A person who has been declared incompetent pursuant to the Legal Capacity and Guardianship Law, 5722-1962.

"Ordinary Majority" - A majority of more than one half of the votes of the shareholders entitled to vote and who voted, in person or by proxy or by Voting Paper (to the extent voting by Voting Paper is permitted), excluding abstentions.

"Special Majority" - A majority of at least seventy-five percent (75%) of all the votes of the shareholders present at the general meeting or class meeting, as applicable, entitled to vote and who voted thereat, excluding abstentions.

"Articles of Association" - The Company's articles of association as set forth herein or as amended from time to time in accordance with law, whether expressly or by operation of any law.

"Companies

Regulations enacted pursuant to the Companies Law and/or pursuant to the Companies Ordinance.

Regulations"

"Securities Regulations" - Regulations enacted pursuant to the Securities Law.

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1.2. In these Articles of Association, any reference to an organ or to an office holder shall be a reference to an organ or an office holder of the Company.
1.3. The provisions of Sections 3 through 10 of the Interpretation Law, 5741-1981, shall apply, mutatis mutandis, to the interpretation of these Articles of Association, unless otherwise expressly provided herein and unless the subject matter or its context is inconsistent with such application.

Without derogating from the foregoing, any word or expression used in these Articles of Association shall have the meaning ascribed thereto in the Companies Law or in the Companies Regulations, and, if no such meaning is ascribed thereto in the Companies Law or in the Companies Regulations, the meaning ascribed thereto in the Securities Law or in the regulations promulgated thereunder, and if no such meaning is ascribed thereto therein - the meaning ascribed thereto under any other Law, provided that such meaning is not inconsistent with the context or purpose of the relevant provision.

Where these Articles of Association refer to any provision of Law, and such provision is amended or repealed, such provision shall be deemed to remain in force and to be incorporated herein as if it formed part hereof, unless, as a result of such amendment or repeal, such provision is rendered invalid.

The provisions of these Articles of Association are intended to supplement and, where applicable, to condition upon the provisions of the Companies Law. In any case in which any provision of these Articles of Association is inconsistent with what is permitted under any Law, the provisions hereof shall be construed, to the extent possible, so as to conform to the provisions of Law.

For the avoidance of doubt, so long as the Company's shares are listed for trading on TASE: (a) the provisions of Section 46B of the Securities Law shall apply to the Company; (b) all shares in the issued share capital of the Company shall be fully paid shares; and (c) the provisions of these Articles of Association shall apply subject to the provisions of the bylaws and directives of TASE, including the bylaws of the TASE clearing house, as in effect from time to time and applicable to the Company (hereinafter: the "Stock Exchange Rules"), and, inter alia, the allotment of securities and their registration for trading on TASE, the distribution of bonus shares and the distribution of dividends shall be carried out subject to the Stock Exchange Rules.

2. Name of the Company

The name of the Company is:

הפניקס פיננסים בע"מ - Hebrew In

In English - Phoenix Financial Ltd.

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3. Objectives of the Company

The objective of the Company shall be to engage in any lawful activity.

4. Limitation of Liability

The liability of the shareholders of the Company is limited, each to the payment of the full amount which such shareholder undertook to pay in respect of the shares allotted to him upon allotment.

5. Amendment of the Articles of Association

5.1. The Company may amend these Articles of Association by a resolution adopted by the general meeting by a Special Majority.
5.2. A resolution adopted by the general meeting by the majority required for amending the Articles of Association, as set forth in Section 5.1 above, which amends any provision of these Articles of Association, shall be deemed to constitute a resolution to amend these Articles of Association, even if such amendment is not expressly stated in such resolution.
5.3. Subject to the provisions of the Companies Law, any amendment to these Articles of Association shall enter into effect as of the date on which the resolution approving such amendment is adopted by the Company, or at such later date as may be specified in such resolution.

Chapter Two - Share Capital of the Company

6. Share Capital

6.1. The authorized share capital of the Company is NIS 300,000,000, divided into 300,000,000 ordinary shares of NIS 1 par value each (hereinafter: "Share", "Ordinary Share", "Shares" or "Ordinary Shares", as applicable). Each Share confers the right to receive notices of, to participate in and to vote at, general meetings. Each Share shall confer one (1) vote. All Shares shall rank pari passu with each other in all respects, including, inter alia, with respect to entitlement to dividends, if and when declared, the distribution of bonus shares and any other distribution, the return of equity, and participation in the distribution of the surplus assets of the Company upon liquidation.
6.2. The provisions of these Articles of Association relating to Shares shall apply, mutatis mutandis, also to any other securities issued by the Company.

7. Issuance of Shares and Other Securities

7.1. No Preemptive Rights - The existing shareholders of the Company shall not have any preemptive right, preferential right or any other right whatsoever to purchase securities of the Company.

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Without derogating from the foregoing, the Board of Directors may, at its sole discretion, first offer securities of the Company to existing shareholders or to any of them.
7.2. Redeemable Securities Subject to any Law, the Board of Directors may issue redeemable securities, carrying such rights and subject to such terms and conditions as shall be determined by the Board of Directors.
7.3. Commissions The Company may pay any person a commission (including underwriting fees) in consideration for underwriting, marketing or distribution services of the Company's securities, whether conditional or unconditional, upon such terms and conditions as shall be determined by the Board of Directors. Any such payments pursuant to this Section may be made in cash or in securities of the Company, or partly in one manner and partly in another.
7.4. Subject to any Law, the Board of Directors may differentiate between holders of the Company's securities with respect to the terms of allotment of the Company's securities and the rights attached thereto, and may amend such terms, including by waiving any part thereof. The Board of Directors may further issue calls for payment to holders of securities in respect of monies not yet paid in respect of the securities held by them.
7.5. Any payment on account of a Share shall be applied first towards the par value of such Share and thereafter (to the extent that any balance remains) towards the share premium in respect of such Share, unless otherwise determined in the terms of allotment.
7.6. A shareholder shall not be entitled to any of his rights as a shareholder, including the right to receive dividends, unless and until he has paid all amounts payable in accordance with the terms of allotment, together with interest, linkage differentials and expenses, if any, unless otherwise determined in the terms of allotment.
7.7. The Board of Directors may forfeit and may sell, re-allot or otherwise transfer, in such manner as it shall determine, any security in respect of which the full consideration has not been paid, including without consideration.
7.8. The forfeiture of a security shall, upon such forfeiture, entail the cancellation of any right in the Company and any claim or demand against it in respect of such security, except for such rights and obligations as are excluded therefrom pursuant to these Articles of Association or as are granted to, or imposed upon, a former holder of a security under any Law.

8. Register of Shareholders and Issuance of Share Certificates

8.1. The Company Secretary, or any person appointed for such purpose by the Board of Directors, shall be responsible for maintaining the register of shareholders. A registered shareholder shall be

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entitled to receive from the Company, free of charge, within two (2) months following the allotment or the registration of a transfer (unless the terms of issuance prescribe a different period), one (1) certificate or several certificates, as the Company may determine, in respect of all Shares of a particular class registered in his name, which shall specify the number of Shares, the class of Shares (if any), and any other particulars which the Board of Directors may deem appropriate. In the case of a Share held jointly, the Company shall not be obliged to issue more than one certificate to all joint holders, and delivery of such certificate to one of the joint holders shall be deemed delivery to all of them.

The Company shall not issue share certificates as aforesaid unless so requested in writing by a registered shareholder.

8.2. The Board of Directors may close the register of shareholders for an aggregate period of up to thirty (30) days in each year.
8.3. Each certificate shall be sealed with the Company's seal or stamp or bear the Company's printed name and shall bear the signature of one director and the Company Secretary, or of two directors, or of any other person appointed by the Board of Directors for such purpose. The Board of Directors may determine that any such signature or signatures shall be affixed mechanically and/or electronically, as shall be determined by the Board of Directors.
8.4. The Company may issue a new certificate in lieu of a certificate that has been issued and has been lost, defaced or destroyed, upon such evidence and indemnities as the Company may require, and upon payment of such amount as shall be determined by the Board of Directors, and the Company may further, pursuant to a resolution of the Board of Directors, exchange existing certificates for new certificates free of charge, subject to such terms and conditions as shall be determined by the Board of Directors.
8.5. Where two or more persons are registered as joint holders of any Share, any one of them may give a valid receipt for any dividend or other payment in respect of such Share, and such receipt shall be binding upon all holders of such Share.
8.6. The Company shall be entitled to recognize a holder of a Share as a trustee and to issue a share certificate in the name of such trustee, provided that such trustee has notified the Company of the identity of the beneficiary of the trust. The Company shall not be obliged or required to recognize any equitable right, contingent right, future interest, partial interest or any other right whatsoever in or with respect to any Share, other than the absolute right of the registered owner thereof, unless pursuant to a judicial determination or as required under any Law.

9. Transfer of Shares of the Company

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9.1. Shares of the Company shall be transferable.
9.2. No transfer of Shares shall be registered unless an instrument of transfer of the Shares (hereinafter: an "Instrument of Transfer") has been delivered to the Company. The Instrument of Transfer shall be in the following form or in a form as close thereto as possible, or in such other form as may be approved by the Board of Directors.

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Instrument of Transfer
	I,, I.D. No./Company No (hereinafter: the "Transferor"), of,
	hereby transfer to, I.D. No./Company No (hereinafter: the "Transferee"), of
	, in consideration of the amount of NIS paid to me, Shares of, of NIS
	par value each, of Phoenix Financial Ltd. (hereinafter: the "Company"), which Shares shall be held by
	the Transferee, his estate administrators, guardians and successors, upon the same terms and conditions upon
	which I held such Shares at the time of execution of this Instrument, and I, the Transferee, hereby agree to
	accept the aforesaid Shares upon the terms and conditions set forth above and subject to the Articles of
Association of the Company, as in effect from time to time.
	In witness whereof, the undersigned have executed this Instrument on the day of,
Transferor:	Transferee:
Name:	Name:
Signature:	Signature:
Witness to Transferor's signature:	Witness to Transferee's signature:
Name:, Adv.	Name:, Adv.
Signature:	Signature:
	=========================================================

9.3. No transfer of Shares in respect of which the full consideration has not been paid to the Company, or Shares in respect of which the Company has a lien or a charge, shall be valid unless approved by the Board of Directors, which may, at its absolute discretion and without providing any reason therefor, refuse to register such transfer.

The Board of Directors may refuse to approve a transfer of Shares as aforesaid, and may further condition such transfer upon an undertaking by the Transferee, in such scope and manner as shall be determined by the Board of Directors, to discharge the obligations of the Transferor in respect of such Shares or the obligations in respect of which the Company has a lien or a charge over such Shares. If the Board of Directors refuses to approve a transfer of Shares, it shall notify the

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Transferor thereof no later than three (3) months from the date of receipt of the Instrument of Transfer.
9.4. The Transferor shall continue to be deemed the holder of the transferred Shares until the name of the Transferee is entered in the Company's register of shareholders.
9.5. The Instrument of Transfer shall be delivered to the Company's office for registration, together with the certificates in respect of the Shares to be transferred (if issued) and such other evidence as the Company may require regarding the Transferor's title to the Shares or his right to transfer them. Instruments of Transfer shall remain in the possession of the Company. The Company shall not be obliged to retain Instruments of Transfer or share certificates that have been cancelled.
9.6. A joint holder of a Share who seeks to transfer his interest therein but does not hold the share certificate shall not be required to attach the share certificate to the Instrument of Transfer, provided that the Instrument of Transfer states that the Transferor does not hold the share certificate in respect of the Share whose interest is being transferred and that such Share is held jointly with others, together with their particulars.
9.7. The Company may require payment of a registration fee for the registration of a transfer in such amount or at such rate as shall be determined by the Board of Directors from time to time.
9.8. Upon the death of a holder of Shares of the Company, the Company shall recognize the guardians or administrators of the estate, the executors of the will, and, in the absence of any of the foregoing, the lawful heirs of such shareholder, as the sole persons entitled to the Shares of such shareholder, after proof of entitlement thereto has been furnished, as shall be determined by the Board of Directors.
9.9. Where a deceased shareholder held Shares jointly with others, the Company shall recognize the surviving joint holder(s) as the shareholder(s) in respect of such Shares, unless all joint holders had notified the Company in writing, prior to the death of any of them, of their desire that the provisions of this Section shall not apply; provided, however, that nothing herein shall relieve the estate of a joint holder of any obligation which such joint holder would have been liable for had he not died.
9.10. A person who acquires a right to Shares by virtue of being a guardian, estate administrator, heir of a shareholder, receiver, liquidator or trustee in bankruptcy of a shareholder, or by operation of any other Law, may, upon furnishing such proof of his right as the Board of Directors may require, be registered as the holder of such Shares or transfer them to another person, subject to the provisions of these Articles of Association relating to transfers.

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9.11. A person who acquires a right to a Share by operation of law shall be entitled to dividends and to the other rights in respect of such Share, and shall be entitled to receive and give valid receipts for dividends or other payments payable in respect of such Share, but shall not be entitled to receive notices of general meetings of the Company (to the extent such right exists), or to attend or vote thereat in respect of such Share, or to exercise any right conferred by such Share, other than as aforesaid, until he is registered in the register of shareholders.

10. Charge on Shares

10.1. The Company shall have a first-ranking lien and a right of retention over all Shares in respect of which the full consideration has not been paid, registered in the name of any shareholder, and over the proceeds of sale thereof, in respect of any monies (whether presently payable or not) the payment of which has been demanded or which are payable at a fixed time in respect of such Shares. The Company shall further have a first-ranking charge over all Shares (other than Shares in respect of which the full consideration has been paid) registered in the name of any shareholder, as security for any monies owing to the Company from such shareholder or from his property, whether for his own debts or for debts jointly with others. The aforesaid charge shall extend also to all dividends declared from time to time in respect of such Shares.
10.2. For the purpose of enforcing the charge and the lien, the Board of Directors may sell the Shares subject thereto, or any part thereof, in such manner as it shall deem fit. No such sale shall be effected unless written notice of the Company's intention to sell has been given to the relevant shareholder and the amounts due have not been paid within fourteen (14) days following such notice. The net proceeds of any such sale, after payment of the expenses of sale, shall be applied towards satisfaction of the debts or obligations of such shareholder, and the balance (if any) shall be paid to him.
10.3. Where Shares are sold for the purpose of enforcing a charge or lien in purported exercise of the powers conferred hereinabove, the Board of Directors may register such Shares in the register of shareholders in the name of the purchaser, and the purchaser shall not be bound to inquire into the regularity of the proceedings or the application of the purchase price. Upon registration of such Shares in the register of shareholders in the name of the purchaser, no person shall be entitled to challenge the validity of such sale.

11. Alterations of Share Capital

The general meeting may, at any time, resolve to carry out, inter alia, any of the following actions, provided that such resolution of the general meeting is adopted by an Ordinary Majority, and in each case subject to the provisions of Section 46B of the Securities Law.

11.1. Increase of Authorized Share Capital

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To increase the authorized share capital of the Company, whether or not all of the shares authorized at such time have been issued. The increased capital shall be divided into shares carrying ordinary rights, preferential rights, deferred rights or other special rights (subject to the special rights of any existing class of shares), or subject to such conditions and restrictions with respect to dividends, return of equity, voting or other matters, as shall be prescribed by the general meeting in its resolution to increase the authorized share capital, and in each case subject to the provisions of Section 46B of the Securities Law.

11.2. Classes of Shares

To divide the share capital into different classes of shares and to determine and amend the rights attached to each class of shares, on the terms set forth below and subject to the provisions of Section 46B of the Securities Law -

11.2.1. Unless otherwise provided in the terms of issue of the shares, the rights of any class of shares may be varied only after the adoption of a resolution by separate general meetings of the holders of each class of shares or upon the written consent of all shareholders of all classes.
11.2.2. The rights conferred upon the holders of shares of any particular class shall not be deemed to be varied by the creation or issue of other shares carrying identical rights, or by the variation of the rights of existing shares, unless otherwise provided in the terms of issue of such shares.

11.3. Consolidation of Share Capital

To consolidate and re-divide its share capital, in whole or in part, into share capital consisting of a smaller number of Shares, provided that such consolidation shall not alter the proportionate holdings of the shareholders in the issued share capital. In the event that, as a result of such consolidation, fractional entitlements arise, the Board of Directors may, if so authorized by the general meeting in the resolution approving such consolidation:

11.3.1. Sell all fractional entitlements and, for such purpose, appoint a trustee in whose name share certificates representing such fractional entitlements shall be issued, who shall sell them, and the consideration received, net of commissions and expenses, shall be distributed among the persons entitled thereto. The Board of Directors may determine that shareholders entitled to consideration in an amount less than an amount to be determined by it shall not receive any consideration from such sale of fractional entitlements, and that their portion of the consideration shall be distributed among the

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shareholders entitled to consideration exceeding such amount, in proportion to the consideration to which they are entitled;

11.3.2. Allot to any shareholder in respect of whom such consolidation and re-division results in a fractional Share, fully paid shares of the class of shares existing prior to the consolidation, in such number that, when consolidated with the fractional Share, shall be sufficient to constitute one (1) whole consolidated Share, and any such allotment shall be deemed to have been effected immediately prior to the consolidation;
11.3.3. Determine that shareholders shall not be entitled to receive a consolidated Share in respect of a fractional consolidated Share resulting from the consolidation of one-half or less of the number of Shares whose consolidation creates one consolidated Share, and shall be entitled to receive a consolidated Share in respect of a fractional consolidated Share resulting from the consolidation of more than one-half of the number of Shares whose consolidation creates one consolidated Share.

Where any action pursuant to Sections 11.3.2 or 11.3.3 above requires the issuance of additional Shares, the payment therefor shall be effected in the manner in which bonus shares may be paid. Any such consolidation and re-division shall not be deemed to constitute a variation of the rights of the Shares subject to such consolidation and re-division.

11.4. Cancellation of Unissued Authorized Share Capital

To cancel authorized share capital which has not yet been allotted, provided that the Company is not obligated to allot such Shares and subject to the provisions of any Law.

11.5. Subdivision of Share Capital

To subdivide the share capital of the Company, in whole or in part, into issued share capital consisting of a larger number of Shares, provided that such subdivision shall not alter the proportionate holdings of the shareholders in the issued share capital.

Chapter Three - General Meetings

12. Annual and Special General Meetings and Class Meetings

No notice of a general meeting shall be given to all shareholders registered in the register of shareholders, except to the extent required by any Law and in the manner required by any Law.

13. Conduct of General Meetings

13.1. Quorum

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Two shareholders present in person or by proxy or by Voting Paper (to the extent that voting by Voting Paper is permitted), holding or representing at least twenty-five percent (25%) of the voting rights in the Company, shall constitute a quorum. For the purposes of a quorum, a shareholder or his proxy who also serves as proxy for other shareholders shall be deemed to constitute two or more shareholders, in accordance with the number of shareholders whom he represents.

13.2. Adjournment of General Meeting for Lack of Quorum

If, within one-half (½) hour from the time fixed for the general meeting, a quorum is not present, the meeting shall be adjourned to the same day in the following week, at the same time and place, without any further notice, or to such other day, time and place as the Board of Directors may determine by notice to the shareholders, and at such adjourned meeting the matters for which the original meeting was convened shall be discussed. If no quorum is present at such adjourned meeting, then, upon the lapse of the time fixed for the adjourned general meeting, the presence of at least one (1) shareholder, in person or by proxy or by Voting Paper (to the extent that voting by Voting Paper is permitted), shall constitute a quorum, except that if the meeting was convened at the request of shareholders, then one (1) shareholder present in person or by proxy or by Voting Paper (to the extent that voting by Voting Paper is permitted) and holding or representing at least ten percent (10%) of the voting rights in the Company shall constitute a quorum.

13.3. Chairperson of the General Meeting

The Chairperson of the Board of Directors shall preside at every general meeting, and in his absence - such person as shall be appointed for such purpose by the Board of Directors. The chairperson of the meeting shall not have an additional or casting vote.

14. Voting by Shareholders

14.1. Voting by an Incompetent Person An Incompetent Person may vote only through a trustee, a natural guardian, or another legal guardian. Any such persons may vote in person or by proxy.
14.2. Voting by Joint Holders Where two or more shareholders are joint holders of a Share, any one of them may vote, either in person or by proxy. If more than one joint holder seeks to vote, only the vote of the first joint holder shall be counted. For this purpose, the "first joint holder" shall be the person whose name appears first in the register of shareholders.
14.3. Irregularity A non-material defect in the convening or conduct of a general meeting, including a defect arising from non-compliance with any provision or condition prescribed in any Law or in these Articles of Association, including with respect to the manner of convening or conducting the general meeting, shall not invalidate any resolution adopted at the general meeting and shall not affect the discussions held thereat.

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14.4. Resolutions of the general meeting shall be adopted by an Ordinary Majority, unless a different

majority is prescribed by any Law or by these Articles of Association.

Appointment of Proxy for Voting

15.1. Voting by Proxy

A shareholder may appoint a proxy to attend and vote on his behalf, either at a specific general

meeting or at general meetings of the Company generally, provided that a power of attorney for

the appointment of such proxy is delivered to the Company at least two (2) Business Days prior

to the date of the general meeting (and, where the appointing shareholder is not registered in the

unless the Company has waived such requirement. A proxy need not be a shareholder of the

Company.

Where the power of attorney is not limited to a specific general meeting, a power of attorney

deposited prior to one general meeting shall also be valid for subsequent general meetings.

The foregoing shall apply also to a shareholder which is a corporation appointing an individual to

attend and vote on its behalf at a general meeting.

15.2. Form of Power of Attorney

The power of attorney shall be signed by the shareholder or by a person duly authorized in writing,

and if the appointor is a corporation, it shall be signed in a manner binding upon the corporation.

The Company may require that written confirmation satisfactory to it be delivered to it regarding

the authority of the signatories to bind the corporation. The power of attorney shall be in the form

set forth hereinbelow. The Company Secretary or the Board of Directors may, in their discretion,

accept a power of attorney in a different form, provided that the changes are not material. The

Company shall accept only an original power of attorney or a copy thereof, provided that such

copy is certified by a notary public or by an attorney licensed in Israel.

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Phoenix Financial Ltd.

To: Date: _________

Dear Sir/Madam,

Re: Annual/Special General Meeting of Phoenix Financial Ltd. (the "Company")

to be held on __________ (the "Meeting")

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	Signature
	I, the undersigned,, I.D./Registration No, of Street, being the registered owner of () ordinary shares of NIS par value each, hereby appoint I.D. No. (*) and/or I.D. No and/or I.D. No to attend and vote on my behalf and in my stead at the above mentioned Meeting and at any adjournment thereof of the Company / at any general meeting of the Company,

(**) Where the proxy does not hold an Israeli identity card, the passport number and the country of issuance shall also be specified.

=========================================================

15.3. Validity of Power of Attorney Voting pursuant to a power of attorney shall be valid notwithstanding that, prior thereto, the appointor has died, become an Incompetent Person, been declared bankrupt, or, if the appointor is a corporation - has been liquidated, or has revoked the power of attorney, or has transferred the Share in respect of which such power of attorney was given, unless written notice of the occurrence of any such event has been received at the Company's office prior to the Meeting.
15.4. Disqualification of Powers of Attorney Subject to the provisions of any Law, the Company Secretary may, at his discretion, disqualify powers of attorney if there exists a reasonable concern that they are forged or that they were given in respect of Shares in respect of which other powers of attorney have been granted.
15.5. Voting by Voting Paper In accordance with these Articles of Association and the provisions of the Companies Law and the regulations promulgated thereunder, the shareholders of the Company shall be afforded the possibility to vote at general meetings of the Company by Voting Papers, in all matters required by Law and in such additional matters in respect of which the Board of Directors shall decide, from time to time, to permit voting by Voting Papers.

Chapter Four - Board of Directors

16. Appointment and Termination of Office of Directors

16.1. Number of Directors – The total number of directors of the Company shall be not less than five (5) and not more than twelve (12), unless otherwise resolved by the general meeting.

^(*) A registered shareholder may grant several powers of attorney, each relating to a different number of the Company's shares held by him, provided that he does not grant powers of attorney in respect of a number of shares exceeding the number of shares held by him.

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16.2. Appointment of Directors by the General Meeting The general meeting shall appoint directors at every second annual general meeting of the Company commencing after the appointment of such directors by a resolution adopted by an Ordinary Majority.
16.3. Appointment of Directors at a Special Meeting A special general meeting of the Company may appoint directors in place of directors whose term of office has been terminated and in any case where the number of members of the Board of Directors has fallen below the minimum number prescribed in these Articles of Association or determined by the general meeting. Any such appointment shall be valid until the second next annual general meeting, unless otherwise determined in the resolution of appointment.
16.4. Appointment of Directors by the Board of Directors The Board of Directors shall have the right, at any time, by resolution approved by at least a majority of the directors of the Company, to appoint any person as a director, subject to the maximum number of directors prescribed in these Articles of Association, whether to fill a casual vacancy or as an addition to the Board of Directors, and to terminate his term of office. Any director so appointed shall hold office until the next annual general meeting and shall be eligible for re-election, unless his term of office is terminated by the Board of Directors or by the general meeting.
16.5. Validity and Term of Appointment Directors elected shall assume office as of the conclusion of the general meeting at which they were elected, or as of the date of their appointment by the Board of Directors pursuant to Section 17.4 above, as applicable, unless a later date is specified in the resolution of appointment. The term of office of directors appointed by the general meeting shall expire at the conclusion of the second annual general meeting first held after the date of their appointment.
16.6. Alternate Director Subject to the provisions of any Law, a director may, with the approval of the Board of Directors only, appoint for himself an alternate director (hereinafter: an "Alternate Director"), remove such Alternate Director, and appoint another Alternate Director in place of any Alternate Director whose office has become vacant for any reason. The office of an Alternate Director shall automatically become vacant in the event and at the time that the office of the appointing director becomes vacant for any reason whatsoever.
16.7. Effect of Termination of a Director's Office on the Functioning of the Board of Directors In the event that a vacancy occurs in the office of a director, the remaining directors may continue to act so long as their number has not fallen below the minimum number of directors prescribed in these Articles of Association or determined by the general meeting. Where the number of directors has fallen below such minimum, the remaining directors shall be entitled to act solely for the purpose of convening a general meeting of the Company.

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17. Chairperson of the Board of Directors

17.1. Appointment The Board of Directors shall elect one of its members to serve as Chairperson of the Board of Directors and shall, in the resolution of appointment, determine the period for which he shall serve in such office. Unless otherwise determined in the resolution of appointment, the Chairperson of the Board of Directors shall serve until another is appointed in his stead or until he ceases to serve as a director, whichever occurs first. Where the Chairperson of the Board of Directors ceases to serve as a director of the Company, the Board of Directors shall elect a new Chairperson at the first meeting of the Board of Directors held thereafter.
17.2. No Casting Vote In the event that the votes on any resolution of the Board of Directors are equally divided, the Chairperson of the Board of Directors, or the person elected to chair the meeting, shall not have an additional or casting vote.

18. Proceedings of the Directors

18.1. Notices of meetings of the Board of Directors shall be given in writing, by electronic mail or by other means of communication, in each case to the address, electronic mail address or other address for delivery by other means of communication, as applicable, provided by the director to the Company upon his appointment or thereafter by written notice to the Company. Notwithstanding the foregoing, the Board of Directors may convene a meeting without notice in urgent cases and with the consent of a majority of the directors.
18.2. The notice of a meeting of the Board of Directors shall specify the time of the meeting, the place at which it shall be held and a reasonable description of all matters on the agenda.
The agenda of meetings of the Board of Directors shall be determined by the Chairperson of the Board of Directors, and shall include the matters determined by the Chairperson of the Board of Directors, as well as any matter which a director or the Chief Executive Officer has requested the Chairperson of the Board of Directors, a reasonable time prior to the convening of the meeting, to include on the agenda.
18.3. Quorum The quorum required for the opening of a meeting of the Board of Directors shall be a majority of the members of the Board of Directors entitled to receive notice of the meeting and who are not, under any Law, precluded from participating in and voting at such meeting. The quorum shall be ascertained at the opening of the meeting. The members of the Board of Directors may determine a different quorum.
18.4. Validity of Acts of Directors Where Defect in Appointment All acts done in good faith at a meeting of the Board of Directors or of a committee of the Board of Directors or by any person acting as a director shall be valid notwithstanding that it is subsequently discovered that there was

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a defect in the appointment of any director or such person acting as aforesaid, or that they or any of them were disqualified, as if every such person had been duly appointed and was qualified to be a director.

19. Approval of Non-Extraordinary Transactions

Subject to the provisions of the Companies Law, and unless otherwise resolved by the Board of Directors of the Company or by the Audit Committee of the Company, a transaction of the Company with an office holder thereof, or a transaction of the Company with another person in which an office holder of the Company has a personal interest, which does not constitute an extraordinary transaction, shall be approved as follows: any such engagement in a non-extraordinary transaction shall be approved by the Board of Directors or by the Audit Committee or by another committee of the Board of Directors relevant to the particular case, or by an office holder of the Company who has no personal interest in the transaction (provided that such office holder shall not approve engagements relating to the terms of office or employment of office holders). Approval of non-extraordinary transactions as aforesaid may be granted in respect of a specific transaction or by way of a general approval for a particular type of transaction.

Chapter Five - Company Secretary and Auditor

20. Company Secretary

The Board of Directors may appoint a secretary of the Company, upon such terms as it shall deem appropriate, and may appoint a deputy secretary and determine their respective functions and powers. If no secretary is appointed, the Company's legal counsel, or any person authorized by him, and in the absence of a legal counsel - any person authorized by the Board of Directors, shall perform the duties assigned to the secretary under any Law, under these Articles of Association and under resolutions of the Board of Directors.

The Company Secretary shall be responsible for all documents to be kept at the registered office of the Company and shall maintain the registers which the Company is required to keep under any Law.

21. Auditor

21.1. Subject to the provisions of the Companies Law, the general meeting may appoint an auditor for a period exceeding one (1) year, as shall be determined by the general meeting.
21.2. The Board of Directors shall determine the compensation of the Company's auditor for audit services and his compensation for additional non-audit services, in each case following receipt of the recommendations of the Audit Committee or the Financial Statements Review Committee (as

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shall be determined by the Board of Directors), unless otherwise determined by the general meeting of the Company.

Chapter Six - Preservation and Distribution of the Company's Capital

22. Distribution and Allotment of Bonus Shares

A resolution of the Company regarding the distribution of dividends, bonus shares or any other distribution, and the terms thereof, shall be adopted by the Board of Directors.

23. Dividends and Bonus Shares

23.1. Entitlement to Dividends or Bonus Shares

Dividends or bonus shares shall be distributed to those who are registered in the Company's register of shareholders on the date of the resolution regarding such distribution or on such other date as shall be determined in such resolution.

23.2. Payment of Dividends

23.2.1. Method of Payment

Unless otherwise directed in the resolution declaring the dividend, any dividend, net of any tax required to be withheld under any Law, may be paid by means of a cheque made payable only to the payee, sent by registered mail to the registered address of the shareholder entitled thereto, or by bank transfer. Any such cheque shall be made payable to the person to whom it is sent. A dividend in kind shall be distributed in such manner as shall be determined in the resolution of distribution.

In the case of registered joint holders, the cheque shall be sent to the joint holder whose name appears first in the register of shareholders in respect of such joint holding.

The dispatch of a cheque to a person whose name is registered in the register of shareholders on the record date as the holder of a Share, or, in the case of joint holders, to any one of such joint holders, shall constitute a full discharge in respect of all payments made in connection with such Share.

The Company may resolve that no cheque shall be sent in respect of an amount less than NIS 50, and any dividend amounts that would otherwise have been payable as aforesaid shall be deemed to constitute unclaimed dividends.

The Company may set off against the amount of any dividend payable to a shareholder any debt of such shareholder to the Company, whether or not the time for payment thereof has arrived.

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23.2.2. Unclaimed Dividends

The Board of Directors may invest any dividend which remains unclaimed for one (1) year after it has been declared, or otherwise make use thereof for the benefit of the Company, until claimed. The Company shall not be obliged to pay interest or linkage differentials in respect of any unclaimed dividend.

23.3. Capitalization of Profits to Reserves and Distribution of Bonus Shares

23.3.1. Reserves

The Board of Directors may, at its discretion, set aside to special capital reserves any amount out of the profits of the Company, or out of the revaluation of its assets, or out of its proportional share in the revaluation of the assets of its affiliated companies, and may determine the purposes of such reserves. The Board of Directors may also cancel any such reserves.

23.3.2. Distribution of Bonus Shares - For the purpose of the distribution of bonus shares, the Board of Directors may, as it deems fit, resolve any difficulty that may arise and make adjustments, including, inter alia, deciding that fractional shares shall not be distributed, issuing certificates in respect of an aggregate amount of fractional shares, selling such fractions and paying the consideration therefor to those entitled to receive such fractional bonus shares, and further deciding that cash payments shall be made to shareholders, or that fractions the value of which is less than an amount to be determined (and if no such amount is determined - less than NIS 50) shall be disregarded for the purpose of making such adjustments.

Chapter Seven - Exculpation, Indemnification and Insurance of Office Holders

24. Exculpation of Office Holders

Subject to the provisions of the Companies Law, the Company may exculpate, in advance or retroactively, an office holder thereof from all or part of his liability for damage caused as a result of a breach of the duty of care owed to the Company, except for advance exculpation of a director from liability to the Company for a breach of the duty of care in connection with a distribution, and except in connection with a decision or transaction in which a controlling shareholder of the Company or any office holder of the Company (including an office holder other than the one in whose favor the letter of exculpation is granted) has a personal interest.

25. Indemnification of Office Holders

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25.1. The Company may indemnify its office holders to the maximum extent permitted under any Law. Without derogating from the generality of the foregoing, the provisions set forth below shall apply.
25.2. The Company may indemnify an office holder thereof in respect of a liability, payment or expense imposed upon him or incurred by him as a result of an act (including an omission) performed by him by virtue of his being an office holder of the Company (or of a company related to the Company), as specified below:
25.2.1. A monetary liability imposed upon him in favor of another person by a judgment, including a judgment given by way of compromise or an arbitral award confirmed by a court, and subject to the maximum indemnification amount as set forth in Section 26.4 below.
25.2.2. Reasonable litigation expenses, including attorneys' fees, incurred by the office holder as a result of an investigation or proceeding conducted against him by an authority authorized to conduct such investigation or proceeding, which was concluded without the filing of an indictment against him and without the imposition of a monetary liability as an alternative to a criminal proceeding, or which was concluded without the filing of an indictment against him but with the imposition of a monetary liability as an alternative to a criminal proceeding in an offense that does not require proof of criminal intent, or incurred by him in connection with a monetary sanction.

In this subsection, the terms "conclusion of a proceeding without the filing of an indictment in a matter in respect of which a criminal investigation was opened" and "monetary liability as an alternative to a criminal proceeding" shall have the meanings ascribed thereto in Section 260(a)(1a) of the Companies Law, or any provision of Law that shall replace it.

25.2.3. Reasonable litigation expenses, including attorneys' fees, incurred by the office holder or imposed upon him by a court, in a proceeding instituted against him by the Company or on its behalf or by another person, or in a criminal charge of which he was acquitted, or in a criminal charge in which he was convicted of an offense that does not require proof of criminal intent.
25.2.4. A monetary liability imposed upon the office holder in respect of payment to an injured party in an administrative proceeding, as referred to in Section 52(54)(a)(1)(A) of the Securities Law.
25.2.5. Expenses incurred by him in connection with an administrative proceeding conducted in respect of him, including reasonable litigation expenses, including attorneys' fees.

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25.2.6. Any other liability or expense in respect of which it is permitted, or will be permitted, under any Law, to indemnify an office holder.

25.3. Advance Indemnification

The Company may provide an advance undertaking to indemnify an office holder thereof in respect of a liability or expense as specified in Section 26.2.1 above, provided that any undertaking for advance indemnification shall be limited to events which, in the opinion of the Board of Directors, are foreseeable in light of the Company's actual activities at the time the undertaking is given, and to an amount or criterion which the Board of Directors has determined to be reasonable under the circumstances, and that the undertaking for indemnification shall specify the events which, in the opinion of the Board of Directors, are foreseeable in light of the Company's actual activities at the time the undertaking is given, as well as the amount or criterion which the Board of Directors has determined to be reasonable under the circumstances. The Company may further provide an advance undertaking to indemnify an office holder thereof in respect of liabilities or expenses as specified in Sections 26.2.2, 26.2.3, 26.2.4, 26.2.5 and 26.2.6 above.

25.4. Amount of Advance Indemnification

The aggregate amount that the Company shall actually pay to all office holders in any calendar year, pursuant to all letters of indemnification that have been issued and/or will be issued to them by the Company in respect of monetary liabilities as specified in this Section 26, shall not exceed twenty-five percent (25%) of the consolidated equity of the Company, as reflected in the Company's latest consolidated financial statements (reviewed or audited) in existence as of the date of the actual payment in respect of the indemnification, in excess of any amounts that may be received, if any, from an insurance company under insurance coverage obtained by the Company, if obtained.

25.5. Retroactive Indemnification

The Company may indemnify an office holder thereof retroactively.

26. Insurance of Office Holders

26.1. The Company may insure its office holders to the maximum extent permitted under any Law. Without derogating from the generality of the foregoing, the Company may enter into a contract for the insurance of the liability of an office holder of the Company, in respect of a liability or payment imposed upon him as a result of an act performed by him by virtue of his being an office holder of the Company (or of a company related to the Company), in any of the following cases:
26.1.1. Breach of the duty of care towards the Company or towards another person;

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26.1.2. Breach of the duty of loyalty towards the Company, provided that the office holder acted in good faith and had reasonable grounds to assume that the act would not prejudice the interests of the Company;
26.1.3. A monetary liability imposed upon him in favor of another person;
26.1.4. A monetary liability imposed upon the office holder in respect of payment to an injured party in an administrative proceeding, as referred to in Section 52(54)(a)(1)(A) of the Securities Law;
26.1.5. Expenses incurred by him in connection with an administrative proceeding conducted in respect of him and/or in connection with a monetary sanction, including reasonable litigation expenses, including attorneys' fees;
26.1.6. Any other event in respect of which it is permitted, or will be permitted, under any Law, to insure the liability of an office holder.

27. Exemption, Indemnification and Insurance - General

It is hereby clarified that, for the purposes of this Chapter, any undertaking with respect to exemption, indemnification and insurance of an office holder as aforesaid may remain in effect even after such office holder has ceased to serve in the Company.

27.1. Subject to the provisions of the Companies Law and of any other Law, the Company may insure and/or indemnify (whether by way of retroactive indemnification or by way of an advance undertaking to indemnify) an office holder of the Company who serves or has served or will serve, at the request of the Company, as an office holder of another company in which the Company holds shares, directly or indirectly, or in which the Company has any interest (hereinafter: an "Office Holder of the Other Company"), in respect of a liability, payment or expense imposed upon him or incurred by him as a result of an act performed by him by virtue of his being an office holder of the Other Company, and for such purpose the provisions of Sections 26.2 and 27 shall apply, mutatis mutandis.
27.2. Subject to the provisions of the Companies Law, nothing in these Articles of Association shall in any way limit the Company with respect to its entering into a contract for liability insurance, or with respect to the granting of indemnification or exculpation from liability:
27.2.1. Of an office holder of the Company or a director of the Other Company, to the extent that such insurance, indemnification or exculpation is not prohibited under any Law;

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27.2.2. Of a person who is not an office holder of the Company or a director of the Other Company, including, without limitation, employees, officers, agents, contractors or consultants of the Company.

Chapter Eight - Merger, Liquidation and Reorganization of the Company

28. Merger

The Company may merge with another company or with other companies, in accordance with the provisions of the Companies Law and the regulations promulgated thereunder and subject to any Law. A resolution of the Company to merge shall be adopted by the general meeting of the Company by an Ordinary Majority.

29. Liquidation

If the Company is wound up, whether voluntarily or otherwise, the liquidator may, with the approval of a general meeting, distribute in specie among the shareholders any part of the assets of the Company, and may, with similar approval, vest any part of the assets of the Company in trustees for the benefit of the shareholders, as the liquidator shall, with the aforesaid approval, deem fit.

30. Reorganization of the Company

30.1. Upon the sale of the assets of the Company, the Board of Directors, or the liquidators (in the event of liquidation), if so authorized by a resolution adopted by the general meeting of the Company by an Ordinary Majority, may accept, as consideration, shares (fully or partly paid), debentures or other securities of another company, Israeli or foreign, whether incorporated or about to be incorporated for the purpose of acquiring the assets of the Company or any part thereof, and the directors (if the profits of the Company so permit) or the liquidators (in the event of liquidation) may distribute among the shareholders the aforesaid shares or securities or any other assets of the Company, without realizing them or vesting them in trustees for the shareholders.
30.2. The general meeting may, by a resolution adopted by the general meeting of the Company by an Ordinary Majority, resolve upon the valuation of the aforesaid securities or assets at such value and in such manner as the general meeting shall determine, and all shareholders shall be bound to accept any such valuation or distribution as authorized as aforesaid and to waive their rights in this regard, except, in the event that the Company is about to be wound up or is in the course of liquidation, for such statutory rights (if any) which, under any Law, may not be altered or waived.

Chapter Nine - Notices

31. Notices

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31.1. Any notice or other document may be given by the Company to any shareholder whose name appears in the Company's register of shareholders, either personally or by sending it by registered mail addressed to the address of such shareholder as recorded in the register of shareholders or to such address as the shareholder has notified to the Company in writing as an address for the service of notices, or by electronic mail, or by hand delivery.
31.2. All notices to be given to shareholders shall, in respect of Shares held jointly, be given to the person whose name appears first in the register of shareholders, and any notice so given shall be deemed sufficient notice to all joint holders.
31.3. Any notice or other document delivered or sent to a shareholder in accordance with these Articles of Association shall be deemed to have been duly delivered and sent in respect of all Shares held by him (whether held by him alone or jointly with others), notwithstanding that such shareholder is, at the time, deceased, bankrupt, or subject to a winding-up order, or that a trustee, liquidator or receiver has been appointed over his Shares (whether or not the Company had notice thereof), until another person is registered in the register of shareholders in his stead as the holder thereof, and any such delivery or sending of a notice or document as aforesaid shall be deemed sufficient delivery or sending to any person having an interest in such Shares.
31.4. A notice sent by registered mail shall be deemed to have been received by the addressee within three (3) Business Days after the date of its dispatch, and a notice sent by electronic mail shall be deemed to have been received by the addressee at the time of dispatch thereof, subject to receipt of electronic confirmation of its transmission.
31.5. Subject to any Law, any notice on behalf of the Company pursuant to the Securities Law and/or the Companies Law and the regulations promulgated thereunder shall be given solely by way of publication of an immediate report in the MAGNA system of the Israel Securities Authority. Any notice so published or sent as aforesaid shall be deemed to have been delivered on the date of its publication in MAGNA. To the extent that the Company sends any notice or document by mail to an address in Israel, such notice or document shall be deemed to have been delivered within fortyeight (48) hours from the day on which the letter containing the notice or document was delivered to the post office, or within ninety-six (96) hours in the case of an address outside Israel, and for the purpose of proving delivery it shall be sufficient to prove that the letter containing the notice or document was properly addressed and delivered to the post office.
31.6. An accidental omission to give notice of a general meeting to any shareholder, or the non-receipt of notice of a meeting or of any other notice by any shareholder, shall not invalidate any resolution adopted at such meeting or invalidate any proceedings based upon such notice.

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31.7. Any shareholder and any member of the Board of Directors may waive his right to receive notice, or his right to receive notice within a particular time, and may consent that a general meeting of the Company or a meeting of the Board of Directors, as applicable, be convened and held notwithstanding that he did not receive notice thereof, or notwithstanding that the notice was not received by him within the required time.

***

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Appendix C - Marked Version of the Updated Compensation Policy Compared to the Current Compensation Policy

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The Phoenix Holdings

Financial Ltd.

Officers and Employees Remuneration Policy

for the years 2024-20262026-2028

This English translation from the Hebrew version of the Remuneration Policy has been made for convenience and information purposes only. In case of any conflict or discrepancy between the terms of this English translation and the original version prepared in Hebrew, the Hebrew version shall prevail.

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Chapter I – Introduction and Basic Principles

1. General

This document is intended to describe the policy of the Phoenix Holdings Financial Ltd. and the companies under its full control (together: the "Company") in respect of remuneration of Officers and other employees at the Company - the scope of remuneration, its components and the manner of determination thereof, and so except for companies under the Company's full control who had adopted their own remuneration policy for their employees pursuant to the laws applying to such.

Determination of the Company's Officers remuneration policy and publication thereof are pursuant to the provisions of Section 267a under the Companies Law, 5759 - 1999 (the "Companies Law").

This policy has been adjusted, to the extent required, to the provisions of Institutional Entities Circular 2019-9-6 on "Amendment to the Provisions of the Consolidated Circular, Part 1, Gate 5, Chapter 5, titled "Remuneration" (the "Consolidated Circular").

The remuneration policy has been formulated in a manner so as to ensure compliance with the provisions under the Remuneration of Officeholders in Financial Corporations (Special approval and Inadmissibility of Expenses for Tax Purposes due to Irregular Remuneration) Law, 5776-2016 (the "Officeholders Remuneration Law").

Under this policy, the term "Company" shall address, per the circumstances and to the extent relevant, also the relevant companies belonging to the Phoenix Group (for example, reference to management of policyholders' funds by the Company refers to management of policyholders' funds by the Group's relevant companies that manage policyholders' funds).

Subject to the provisions of the Senior Executive Compensation Law, the Compensation Committee and the Company's Board of Directors shall be authorized to approve the compensation of an officer subordinate to the CEO in accordance with this compensation policy, including updates to such compensation, without requiring additional approval from the general meeting, even if the annual compensation cost of the Officers (as defined under the Senior Executive Compensation Law) exceeds the amount specified in Section 2(a) of the Senior Executive Compensation Law, provided that it does not exceed the ceiling specified in Section 2(b) of the Senior Executive Compensation Law or the ceilings outlined in this compensation policy. Approval of the policy shall constitute approval of agreements with the officers (including updates to the terms of such agreements) pursuant to Section 2(a) of the Senior Executive Compensation Law.

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It should be emphasized that this policy does not confer rights upon Officers (or any other employee) at the Company, and no right shall be coffered upon a Company Officer, by virtue of the mere adoption of this remuneration policy, to obtain any of the remuneration components specified in the remuneration policy. The remuneration components to which an Officer shall be entitled shall be solely those approved specifically for him by the Company's organs authorized to do so (the Compensation Committee, Board of Directors and General Meeting, as applicable, and subject to the provisions under law)1 .

In the event where an Officer (or other employee) at the Company shall obtain remuneration that it less than the remuneration pursuant to this policy, such shall not be deemed an aberration or deviation from this remuneration policy, and the terms his of employment as aforementioned shall not require for this purpose the approval of the General Meeting that is required in the case of approval of office terms and employment deviating from the remuneration policy.

The policy is worded in the masculine form for convenience purposes only and it is intended for both men and women.

2. Commencement and Applicability Provisions

This policy shall apply in respect of the years 2024 2026 through 20262028. It should be noted, the remuneration policy shall not infringe upon existing engagements of the Company with Officers or other Key Position Employees.

The provisions of this remuneration policy shall apply to the terms of remuneration of Key Position Employees as their definition in the Consolidated Circular ("Key Position Employee").

3. The Objectives of the Remuneration Policy for the Company's Officers and Employees

The Company's remuneration policy supports obtaining the Company's long-term objectives and work plans, as well as considering its risk management, inter alia by:

Provision of the tools required for recruitment, motivation and retention of managers and highly-skilled employees in the Company, who will be able to contribute to the Company and maximize its profits in the long term.
Establishment of a reasonable and appropriate incentives' layout for Key Position Employees at the Company, considering, inter alia, the Company's features, its long term business activities, the Company's risk management policy and the work relations at the Company.
In respect of varying remuneration placing an emphasis on performance based remuneration and linkage of remuneration of Key Position Employees to the Company's performance, while adjusting the remuneration of Key Position

¹ As stated above, the approval of the compensation policy by the general meeting shall also constitute approval of agreements with the officers pursuant to Section 2(a) of the Senior Executive Compensation Law.

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Employees to their contribution in achieving the Company's long term objectives and maximizing its profits, and according to their position.

Establishment of an appropriate mix of the various remuneration components (such as fixed components vis-a-vis varying components as well as short term components vis-a-vis long term components).
Prevention of formation of incentives for taking exceptional risks or beyond the Company's risk appetite and of the policyholders' funds saved through it.
Ensuring the suitability of incentives for intelligent management of policyholders' funds saved through the Company, considering the yield and long term risk.
Ensuring the existence of appropriate remuneration arrangements and ensuring an appropriate balance between the wish to reward Key Position Employees and motivate them, and the need to ensure that the compensation structure is consistent with the best interests of the Company and the policyholders saving through it.

4. The Population of Employees Subjected to the Remuneration Policy

The remuneration policy (including all chapters thereof) is designed for setting out a framework for the terms of service and employment of all of the Company's employees, including:

(1) Chairman of the Board of Directors;
(2) Board members;
(3) CEO of the Company;
(4) Key Position Employees who are Officers;
(5) Key Position Employees who are not Officers, including Key Employees;
(6) The other employees at the Company who are not listed among one of the groups noted in this Section 4 above.

5. The Main Concept and the Company's Remuneration Policy

5.1. The overall remuneration concept

The overall remuneration of the Officers and employees at the Company may be composed of several components so that each component rewards the Officer and employee for a different component of his contribution to the Company:

5.1.1.Fixed component² - this component includes two sub-components: [a] basic wage (salary); and [b] fringe benefits, and it shall constitute a significant part of the total remuneration of a Key Position Employee.
✓ The basic wage (salary) is intended to reward the Officer for the time he invests in performing his duties for the Company and for performing the position's tasks on a daily basis. The basic wage expresses the Officer's skills (such as: his experience, the know-how he brings to the position,

² Should an officer be employed in the form of a service provider (rather than an employee), the fixed relevant components, as specified in this remuneration policy, shall be translated into the equivalent management fees' values.

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the expertise he had gained within the domain of occupation, his education, the professional certifications he had gained, etc.) on the one hand, and on the other hand the requirements of the position and the authority he holds. The amount of this wage shall be determined, also noting the basic wages customary in the industry for similar position holders and it expresses also the need for recruiting and retaining in the Company's senior positions highly skilled and experienced Officers.

✓ The fringe benefits, some of which stem from the provisions under law (such as: social contributions, vacation days, sick-days, convalescence pay, etc.), some stemming from the customary practices in the labor market (such as savings in a continued education fund) and some are other customary fringe benefits such as - car, phone, communication services, newspapers and professional literature and the like. Additionally, the Officers may be entitled to reimbursement of travel expenses, accommodation and per diem expenses, pursuant to the Company's procedures (a limit has been established in the Company's procedures in this regard).
5.1.2.Varying component this component may include a performance dependent component, cash bonus/es and/or other varying equity compensation:
✓ Cash bonus/es these components are designed to reward the Officer in the short-term for his achievements and contribution in obtaining the Company's objectives during the period for which the varying remuneration is paid.
✓ Equity compensation is intended to link between the yielding gained by shareholders as expressed in the increase of the share value over time and the remuneration granted to the Company's Officers. This remuneration establishes alignment of interests among the Officers and shareholders and assists in forming motivation and retention of Key Position Employees in the Company.

5.2. The Ratio between the Varying Components and the Fixed Components

5.2.1. In determining the overall remuneration of the Company's employees, the ratio between the fixed components and the varying components of the remuneration shall be taken into account. The examination shall be conducted considering the employee's position, expertise, skills, seniority, responsibility and performance, as well as the need to motivate conduct supporting the Company's risk management framework and long-term financial stability, and this while examining the reasonability of granting such also relative to that customary in the market.
5.2.2. Subject to the Consolidated Circular, in the case of a Key Position Employee, the annual rate of the varying component shall not exceed 100% of the annual fixed component cost, unless the Compensation Committee

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and Board of Directors have determined that there are exceptional circumstances justifying so, and special reasons have been recorded in this matter. Where such exceptional circumstances take place, the rate of the varying component shall not exceed 200% of the annual fixed component cost. For the purposes of this Section only: "Key Position Employee" except for CEO; "Exceptional Circumstances" - circumstances regarding a one-time business event that is not repeated annually, and which do not apply to a wide group of Key Position Employees.

5.2.3. As a rule, the ratio between the varying remuneration and the cost of the fixed remuneration regarding an Officer or Key Position Employee in risk management, control and inspection functions as well as various supporting functions ("Control and Supervision Functions") will tend to the benefit of the fixed remuneration compared to this ratio for an Officer or Key Position Employee in business functions.
5.3. The Company shall not bear the expenses of employment of any of its employees or Key Position Employees due to his service in office at another corporation, including office in another corporation that is part of the investors' group the Company belongs to.
5.4. The Company shall bear the expenses of employment of any of its employees or other Key Position Employee depending on the scope of the position, the authorizations and liabilities of such, and subject to the limitations under the Consolidated Circular. 3
5.5. The Company shall ensure that any employee or Key Position Employee in it will not obtain any remuneration in respect of his service in office in the companies of the Group that are subject to the provisions of the Consolidated Circular from another party, including from the Company's controlling shareholder or a noncontrolling significant holder in the Company, all subject to the provisions of the Consolidated Circular to the extent applicable.

³ Meaning, during service in office of an employee or key position employee in a number of institutional entities that are part of a group of investors, each institutional entity in the group shall be required to bear the cost of employment of that employee or Key Position Employee according to the scope of the position, authorizations and liabilities at that institutional entity, and subject to the limitations under the Consolidated Circular.

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Chapter II – Remuneration of Company Officers

6. Population

This Chapter refers to Key Position Employees, as defined in the Consolidated Circular, who are Company Officers, as the definition of this term in the Companies Law, who are employed through personal agreements, meaning CEO and Officers reporting to the CEO (in this Section each of the aforementioned shall be referred to as an "Officer").

This Chapter refers also to remuneration of the active Chairman of the Board of Directors and remuneration of board members.

7. Means of Remuneration

The overall Officers' remuneration package integrates fixed and varying components in a balanced manner in order to motivate the Officers in the short term and long term performance, while avoiding taking risks beyond the Company's risk appetite. The Officers' remuneration package may include the following components: 4

(1) Fixed remuneration monthly wage, social contributions and fringe benefits, salary components for which no social payments will be paid, assured bonus in respect of which no social contributions will be made and retirement payments as customary in respect of the other Company employees.
(2) Varying remuneration an annual bonus (including Measurable Annual Bonus and Annual Bonus per Discretion), special bonus (due to a special contribution or special event), signing bonus, equity bonus and retirement payments beyond that customary in respect of the other Company employees.

8. The Ratio between Officers' Remuneration and Remuneration of the Other Company Employees

Upon establishing this remuneration policy, the Compensation Committee and Board of Directors have examined, inter alia, the ratio between the cost of employment of the Officer and the average and median cost of employment of the other Company employees and contract workers employed by the Company; as well as the impact of the said relations on the work relations in the Company, and noting the Company's nature, size, mix of personnel employed by it and the nature of its business.

9. Insignificant Change in the Terms of Office of an Officer Reporting to the CEO

To the extent permissible by law, the CEO shall be entitled to approve an insignificant change in terms of remuneration of an Officer reporting to the CEO, without obtaining

⁴ Employment agreements that had existed prior to the date of this policy's taking effect, meaning up to January 1, 2024 (the "Effective Date"), may include other compensation components (such as thirteenth salary), all pursuant to the officers' remuneration policy that had been in effect up to Effective Date of this remuneration policy. Commencing the Effective Date, each new employment agreement, including an existing employment agreement that had been renewed, shall be adapted to the provisions of this remuneration policy.

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the approval of the Compensation Committee and Board of Directors, provided that the change brought for obtaining this approval complies with the remuneration policy. In this regard - "Insignificant Change in Terms of Remuneration of an Officer Reporting to the CEO" is a change in terms of service and employment including varying nonequity remuneration of an Officer (as defined in the Consolidated Circular), who reports to the CEO, which does not exceed in the aggregate 15% of the cost of his total remuneration over the period of 3 years.

10. Principles for Determining Fixed Remuneration

10.1. Officers (Excluding the Chairman of the Board of Directors)

10.1.1 The monthly wage of an Officer shall reflect the Officer's position, his type of activities and responsibilities, his education, skills, expertise, experience, seniority, accomplishments and previous wage agreements that had been signed with him.
10.1.2 A fixed annual bonus with no social contributions an Officer may be entitled to a cash payment in respect of which no social contributions will be made.

10.2. Remuneration of Board Members

A director, including the Chairman of the Board, shall obtain only a fixed component in respect of his service in the Company, and shall not obtain any varying component in respect of this service. Notwithstanding the foregoing, a director serving in another company in the Group, may be entitled to receive variable compensation from that Company for his position therewith, subject to the provisions of the applicable law.

10.2.1. Chairman of the Board of Directors

The remuneration of the Chairman shall be determined considering the remuneration of an external director in the Company, the scope of his position and referring to the considerations listed in Section 6(b) of the Consolidated Circular.

Additionally, the Chairman of the Board may be entitled to fringe terms as specified in Section 10.3 below.

In addition, the Chairperson of the BOD may be entitled to variable compensation, including equity-based compensation (as specified in Section 15 below), in the company in the Group in which he serves and for tenure in such a company, as mentioned, all subject to the provisions of applicable law

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10.2.2. Board members (excluding the Chairman of the Board of Directors)

The remuneration of a director who is not an external director, an independent director⁵ or a Chairman of the Board, shall be determined pursuant to the provisions of the Consolidated Circular.

The remuneration of the Company's external directors and independent directors shall be determined in accordance with the provisions of the Companies Regulations (Rules Regarding Outside Director Remuneration and Expenses), 5760-2000 (the "Remuneration Regulations").

The directors shall also be entitled to reimbursement of expenses pursuant to the Remuneration Regulations and pursuant to the law.

The remuneration of other directors shall not exceed the remuneration of the external directors, and this except for the Chairman of the Board in respect of whom the remaining provisions of the remuneration policy shall apply, subject to the provisions of the law.

The Board of Directors may, in special circumstances, appoint an ad hoc team or committee of one or more directors who will accompany and audit the actions of the Company's management regarding a specific project or issue. Participation of a director in the meetings of such a team or committee, including meetings held as part of professional trips abroad, may entitle the director to be compensated for their participation in such meetings.

10.2.3. Reimbursement of Foreign Directors' Expenses

In return for the expenses associated with the arrival in Israel of a director residing outside Israel ("Foreign Director") for the purpose of participating in board and/or board committees' meetings and/or work meetings, the Foreign Director shall be entitled to reimbursement of 100% of business class airfare (including services related to the flight) as well as to reimbursement of 100% of the expenses of a up to three-nights' stay at a hotel. In the event where the duration of the sessions/meetings held as part of a specific trip will be more than one day, the duration of stay shall be the same as the number of days during which such sessions and meetings are held plus two days. The Company, given the approval of the Chairman of the Board, shall be entitled to fund a longer stay at a hotel, so far as such a stay may save the Company flight expenses exceeding the cost of the additional stay (for example, should the Foreign Director be invited to two meetings within a few days). Additionally, the Foreign Director shall be entitled to reimbursement of 100% of the expenses of food, beverage and accommodation as part of his stay in Israel. The total expense the Company shall bear per one day in respect of a stay at a hotel,

⁵ Where such concerns a director obtaining remuneration.

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food, beverages and accommodation shall not exceed NIS 2,000500, plus VAT. Additionally, the Foreign Director shall be entitled to full reimbursement of travel expenses in Israel directly related to his participation in meetings/sessions as aforementioned. Reimbursement of the expenses specified above shall be subject to presentation of receipts or invoices indicating payment of those expenses in practice (provided the Company will not pay such expenses directly to the supplier). The Compensation Committee shall receive a report from the Company, once a year, on such expenses borne by the Company.

10.3.Details of Benefits and Related Components Constituting Part of the Fixed Remuneration

10.3.1. The Company Officers (including the CEO and Chairman of the Board) may be entitled as part of the terms of their employment to social terms and benefits pursuant to the law and the customary practice at the Company or in accordance with the Company's procedures, including vacation up to the limit of 30 days annually (and in any event the permitted limit of accumulation of vacation days shall not exceed the scope of 3 annual quotas), sick days, convalescence pay, advanced education fund, pension fund, provident fund, management insurance, work disability insurance, welfare activities as customary at the Company (such as: holiday gifts, vacation, participation in summer camp and daycare expenses, etc.).
10.3.2. Fringe benefits according to their rank as customary at the Company or pursuant to the Company's procedures, which may be embodied by the Company for tax purposes, such as a full reimbursement of car, communications and phone expenses (grossed up to the full value of use), reimbursement of accommodation expenses, travel expenses (including abroad), parking expenses, diem expenses and additional benefits that may be determined in accordance with the customary practice at the Company and pursuant to the Company's set internal procedures regarding eligibility to such reimbursements.⁶

10.4.Limits of Remuneration of Officers (Including Directors and Chairman of the Board)

The limits for the components of remuneration of an Officer or Key Position Employee (including Chairman of the Board) (for one calendar year) shall be the remuneration limits under law, including pursuant to Section 2(b) of the Officeholders Remuneration Law, meaning up to 35 times the remuneration paid for the calendar year prior to the relevant year to the employee with the lowest

⁶This policy does not set out a limit for reimbursement of expenses an Officer is entitled to as aforementioned.

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salary in the Company, including contractor personnel as provided in Section 2(b) of the Officeholders Remuneration Law. All based on a full time position of the Officer (or the Key Position Employee) and a full time employee with the lowest salary in the Company. In this regard, it should be noted that the remuneration for calculation of the limits shall not include wage tax, contributions to pension and severance pay under law, and that the Company shall be entitled to bear the cost of the excess expense for taxes resulting from the Officeholders Remuneration Law due to the cost of such remuneration.

11. Principles for Determining the Annual Bonus

11.1.An Officer may be entitled to an annual bonus, comprised of a Measurable Annual Bonus component ("Measurable Annual Bonus") and an Discretional Annual Bonus component ("Discretional Annual Bonus"). The Measurable Annual Bonus and the Discretional Annual Bonus shall be referred to herein collectively as the "Annual Bonus".
11.2.The eligibility of an Officer to the Measurable Annual Bonus is contingent upon the Company's compliance with the two following conditions during the year for which the eligibility to the Annual Bonus is examined (the "Annual Bonus Prerequisites"): (1) The Company's Return on Equity Index (as defined in Section 11.4 below) is equal to or higher than 4%; and (2) compliance with the economic Solvency Ratio Index (as defined in Section 11.4 below) as of the date of the last publication of this index prior to the relevant date of payment of the Annual Bonus.

11.3.Discretional Annual Bonus:

An Officer may be entitled to a Discretional Annual Bonus, subject to the CEO's recommendation⁷ (except in respect of the CEO himself) and subject to the approval of the Compensation Committee and the Board of Directors. The Discretional Annual Bonus shall not exceed for any Officer, including the CEO, the scope of the Officer's three months' salary.

11.4.Measurable Annual Bonus:

11.4.1. The Measurable Annual Bonus shall be calculated for each Officer based on objectives to be determined by the Compensation Committee and Board of Directors in respect of each relevant year and may include quantitative objectives at the Company or Group level ("Company Indexes") and personal objectives (including department objectives).

11.4.2. The entitlement to the Measurable Annual Bonus shall include at least three objectives at the Company level or the Group specified in Section 11.4.5 below.

⁷ Notwithstanding that stated in Section 11.3, the annual Bonus per Discretion for the internal auditor shall be subject to the recommendation of the Chairman of the Audit Committee and Chairman of the Board, and following, the approval of the Compensation Committee and the Board of Directors.

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11.4.3. The weight of the objectives that take into account risk levels shall not fall beneath 25% of the total Company Indexes.
11.4.4. The Company Indexes and/or the personal indexes shall also include Environmental, Social, and Governance (ESG) indexes as well as compliance and enforcement indexes.
11.4.5. Following is the specification of objectives at the Company level, all or part thereof shall be integrated in the determination of the entitlement to the Measurable Annual Bonus component:

The "Financial Solvency Ratio Index" - this ratio shall be calculated in accordance with the "Solvency II Based Financial Solvency of an Insurance Company" circular or other circular that may replace it, and shall be set as the ratio between the tax-deductible capital available to the Company and the solvency capital requirements (SCR), and taking into consideration the capital actions carried out until the first publication of this ratio, and all depending on the deployment period that had been set out by the Capital Market Authority. This index shall be calculated according to the last publication date of this index prior to the date of examination of the entitlement to the Measurable Annual Bonus.

The "Share Yield Index" - an index that shall examine the difference between the "Total Share Yield" (as defined below) of the share of the Company whose shares are traded on the Tel Aviv Stock Exchange (the "Stock Exchange") compared to the weighted yield of the insurance companies (apart from The Phoenix) included in the "TA-Insurance Index"( This index shall be calculated based on a weighted three-year measurement.⁸

The "Total Shareholder Return" (TSR) - meaning the yield for the Company's shareholders during the performance measurement period, in accordance with the dividends distributed during this period.

It should be clarified that the Company's share prices and closing rates of the "TA-Insurance Index" upon commencement and expiration of the measurement period shall be calculated based on the average of 15 trading days ending on these dates.

The "Company's Return on Equity Index" - the Company's overall profit normalized on the Company's weighted equity, as reported by the company and in the Company's reports, and calculation of the return on equity shall be conducted in respect of the calendar year for which the remuneration shall be granted.

⁸ In the event where the employment of an officer shall terminate prior to the lapse of the second or third year of the three-year measurement period, the index shall be calculated in a weighted manner on the basis of the officer's actual period of employment.

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The "Return on Equity in Relation to Other Insurance Companies Index" - an index that examines the difference between the Company's Return on Equity and the median Return on Equity of the other four leading insurance companies in Israel. "Return on Equity" is the overall annual profit related to the equity, where calculation of the return shall be conducted in the manner of weighted three-year measurement.

11.4.6. For each measurable quantitative objective a minimal performance threshold and a maximal performance bar shall be determined.
11.5.In any event, the total amount of the Annual Bonus, along with other variable compensation components, shall not exceed in respect of an Officer, including the CEO, the variable remuneration ceiling as specified in Section 5.2.2 above.

The approval of this compensation policy shall constitute approval of the engagement with the Officers (including the update of such engagement terms) in amounts exceeding the sum specified in Section 2(a) of the Executive Compensation Law and in accordance with the provisions of this Section 11. In cases where the calculated grant amount under this section exceeds the ceiling specified in Section 2(a) of the Executive Compensation Law, part of the Officers compensation will not be considered a recognized expense for tax purposes, all subject to the provisions of the Executive Compensation Law.

11.5.11.6. In any event, for each Officer, the total varying remuneration components based on discretion shall not exceed the Officer's three months' salary in respect of any year.

12. Bonus due to a Special Contribution and/or Special Event

The Board of Directors shall be entitled, per its discretion and upon the approval of the Compensation Committee, to approve a bonus for an Officer due to a special contribution or a special event (such as: a change of control of the Company, leading a significant transaction, leading a significant optimization plan, leading any process or event significant for the Company, etc.), at the scope not to exceed the cost of the Officer's 6 month' salary and is, in any case, subject to the fixed overall ceiling for variable compensation, as specified in Section 5.2.2..

13. Signing Bonus

The Board of Directors shall be entitled to approve a signing bonus to a new Officer in the Company in respect of his first year of work at the Company, provided that the signing bonus shall be granted in a one-time manner upon signing the employment agreement and at the scope not to exceed the cost of the Officer's 3 months' salary ("Signing Bonus"). The Signing Bonus may be contingent on a minimum employment period not to exceed one year.

14. Varying Equity Remuneration

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14.1. Subject to the approval of the Company's authorized organs and/or of a company held, directly or indirectly, by the Company (an "Affiliate"), if equity exercisable into such Affiliate's shares is issued, the Officers may be entitled to an annual Varying Equity Remuneration dependent on performance, subject to vesting periods spread over a period of at least 3 years, in respect of which no social contributions will be made, which shall be granted in the form of equity remuneration instruments that may be exercised or converted into ordinary shares of the Company or an Affiliate (for example, options or restricted shares, provided that such equity instrument shall be share-based) ("Varying Equity Remuneration"). Subject to applicable law, the Varying Equity Remuneration shall be granted pursuant to a capital gain track under Section 102 of the Income Tax Ordinance.
14.2. The scope of the Varying Equity Remuneration of an Officer (including the CEO) (in terms of fair value on the grant date) shall not exceed in respect of any year (calculated linearly over the vesting years), along with other variable compensation components, the ceiling of the variable components as specified in Section 5.2.2 above.
14.3. To the extent that exercisable options are granted to the Company's shares, their exercise price shall not be less than the closing price of the Company's shares on the trading day preceding the date of approval of the grant by the Company's Board of Directors (the "Minimum Exercise Price"). The Company's Board of Directors shall be entitled to approve, under certain circumstances, the reduction of the exercise price of the options granted (including by way of cancellation and re-allocation), provided that the exercise price to be determined with respect to options for the Company's shares shall not be less than the Minimum Exercise Price (which will be measured on the date of the Board of Directors' decision on its reduction).
14.4. The exercise period of options for the Company's shares, to the extent granted, shall not exceed 5 years from the vesting date.
14.5. The objectives setting the entitlement to such a Varying Equity Remuneration shall be based on one or more of the objectives specified in Section 11.4.5, with possible adjustment of the performance and entitlement ranges or as specified in Section 17.3 below. In case of issuance of equity for shares of an Affiliate, the objectives may vary from the objectives specified above or shall be adjusted in accordance with the performance of the Affiliate , as needed.

15. Reduction or Cancellation of Varying Components

Upon the occurrence of the following circumstances, the Compensation Committee and the Board of Directors shall be entitled to decide per their discretion, with respect to each of the Officeholders, on reduction or cancellation of the varying component in respect of a given year:

(1) In order to maintain the Group's stability and strength its equity.
(2) Failure of the Group to meet its targets in general or regarding policyholders' funds saved through it in particular.

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(3) Negative performance of the Group and the savings' funds managed through it.
(4) Ensuring compliance with the Group's risk management policy and compliance provisions.

The conditions upon the occurrence of which the Board of Directors shall consider reducing or eliminating the aforementioned varying Components shall include, inter alia:

Reduction of the Company's bonds' rating;
Significant active deviations from the limitations imposed by the Board of Directors on risk management;
Significant deviations from compliance provisions.

16. Deployment and Payment of the Varying Component

Payment of varying components shall be subject to deferral arrangements including the following terms:

16.1. At least 50% (55% in respect of the CEO and 52.5% in respect of a VP) of the varying component for an Officer in respect of a particular year shall be deferred and deployed linearly over a period of three consecutive years. However, in the event where in a given year the amount of remuneration granted to an office shall not exceed the limit for payment as defined in Section 32(17) under the Income Tax Ordinance (New Version), 5721 - 1961, and the sum of the varying component shall not exceed 40% of the cost of the fixed component paid to such an Officer for a full year, the Company shall not defer payment thereof. The deferred component shall be linked to the rise in the CPI and may bear linkage and interest in the rate to be determined by the Board of Directors up to the date of actual payment thereof.
16.2. Termination of employment shall not lead to early payment of a deferred remuneration component (except in circumstances of death or disability/loss of working capacity).
16.3. Entitlement to the deferred component in each calendar year shall be contingent upon the Company's compliance with the following two prerequisites (hereinafter: the "Prerequisites for Payment of the Deferred Component"):
16.3.1. Meeting by The Phoenix Insurance Company Ltd. of the required capital for extenuating circumstances as defined in the "Solvency II Based Financial Solvency of an Insurance Company" (according to the last report prior to the date of payment), unless the Compensation Committee and Board of Directors shall believe that failure to meet this requirement is the result of an exogenous and significant event that affected the general insurance industry in Israel.

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16.3.2. Meeting the financial standards of the Company's bond series 6 7 (or other bond series that may be issued in its place) as of the lapse of the year preceding the date of payment.

The standards that had been set out as part of the bond series 6 7 deed of trust are as follows:

(a) Equity not less than NIS 3.64.4 billion during two consecutive quarters.
(b) Net Financial Debt ratio to Total Assets not to exceed 48% during two consecutive quarters.

"Net Financial Debt" - the total amount of the Company's liabilities for bonds and for loans from banks and financial corporations that are not corporations in The Phoenix Group (meaning, the Company and its subsidiaries), and after deducting unrestricted cash and cash equivalents and deducting other financial investments (For the avoidance of doubt, net of RT1 capital), as listed in the nonconsolidated ("solo") audited financial statements, or the Company's latest published scores, as the case may be.

"Total Assets" - the total amount of the Company's assets as listed in the Company's non-consolidated audited financial statements or their latest published scores, as the case may be..

16.3.3. Payment of any deferred component shall be contingent upon meeting the Prerequisites for Payment of the Deferred Component during the year in which the deferred component is paid. In the event where a deferred component had not been paid in a particular year due to failure to meet the Prerequisites for the Payment of the Deferred Component (in this Subsection: the "First Year"), it shall be paid during the following year (in this Subsection: the "Second Year"), should the Prerequisites for Payment of the Deferred Component be met during the Second Year. In the event where the Prerequisites for Payment of the Deferred Component will not be met during the Second Year as well, the Officer's entitlement to the deferred component for the First Year shall expire.
16.3.4. It should be clarified that in the event where a deferred component shall not be paid, the other deferred components, which are to be paid on consecutive dates, shall not be canceled and shall be subject to meeting the aforementioned prerequisites during the following years.

17. Clawback of a Varying Component

17.1.An Officer shall return to the Company sums he had been paid as a varying component, as part of the terms of his service in office and his employment ("Clawback"), and so at the terms to be determined and upon the occurrence of very exceptional circumstances.

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17.2.Without derogating from any remedy available to the Company under law, the Compensation Committee and the Board shall determine the terms and circumstances for executing Clawback, including the sums of Clawback or rates of Clawback suiting various types of circumstances, which shall include, at least, the following:
a. Sums had been paid to the Officer based on data that have proven to be erroneous and re-presented in the Company's financial statements or of a provident fund managed by it.
b. Sums had been paid to the Officer considering a risk level proven as significantly not reflecting the Company's exposure in practice or of policyholders' funds saved through it;
c. Determination of the Compensation Committee that the Officer had been involved in conduct that inflicted Exceptional Damage on the Company or policyholders' funds saved through it, including: fraud or other illegal activity, breach of fiduciary duty, intentional violation or gross negligence disregard of the institutional entity's policy, its rules and procedures.

For the purposes of this Section, "Exceptional Damage", including a significant financial expense due to penalties or sanctions imposed on the Company by competent authorities under law or per a judgment, arbitration ruling, settlement agreement and the like, exceeding 5% of the Company's equity during the year such cost had become known.

17.3. The Compensation Committee shall determine whether circumstances for Clawback had occurred as aforementioned and the sum of Clawback; the sum of Clawback shall be determined considering, inter alia, the position holder's responsibilities, his powers and the extent of his involvement.
17.4. In respect of an Officer, except the CEO, determined by the Compensation Committee as having a significant effect on the circumstances specified in Sections 18.2 (a) - (b) above, such sums may be offset from the sum of the varying components that had not been yet paid to the Officer, should there be any.
17.5. The Company shall take the measures available to it, under the circumstances, including legal measures, for return of sums that are required to be returned pursuant to this Section.
17.6. Sums paid to an Officer shall be recoverable for the period of five years following the date of granting the varying component, including in respect of deferred components (the "Clawback Period"). However, the Clawback Period in respect of a varying component that had been paid to an Officer as defined in the Companies Law, shall be extended for two additional years, should the Compensation Committee determine during the Clawback Period that circumstances requiring Clawback had occurred, as specified below:
a. The Company had initiated internal investigation proceedings regarding a substantial failure;

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b. Should the Company learn that a competent authority, including a competent authority abroad, had initiated an administrative investigation procedure or criminal investigation against the Company or its Officers.

17.7. Reporting to the Commissioner

a. The Company shall report to the commissioner on the occurrence of circumstances for Clawback pursuant to the aforementioned within 30 business days following such a determination. The Compensation Committee's protocol shall be attached to the report.
b. The Company shall report to the Commissioner at the end of each calendar year on the measures it had taken for Clawback of sums and sums that had been returned, had any such be taken or returned, as applicable.
17.8. Notwithstanding the foregoing, should the total varying remuneration sum that had been granted to the Officer in respect of a calendar year not exceed 1/6 of the cost of the fixed component that year, it shall not be required to exercise the Clawback mechanism on the varying component in respect of that year.

18. Hedging Arrangements

The Company shall require its Officers to refrain from forming personal hedging arrangements negating the impacts of sensitivity to risk inherent in their remuneration, and the Officers shall sign an undertaking in respect of this matter within the personal employment agreement or an appendix to such agreement.

19. Terms of Retirement for Officers (including the CEO)

19.1. Termination of employment due to retirement (not for a Cause)

The Compensation Committee and Board of Directors (subject to the approvals required under law) shall determine as part of the Officer's terms of remuneration the payments that shall be paid to the Officer upon termination of the employeremployee relations ("Remuneration due to Retirement"), beyond the severance pay under law (including arrangements pursuant to Section 14 of the Severance Pay Law, 5723 - 1963) in the scope and subject to the terms specified below. In respect of Officers, the scope of Remuneration due to Retirement exceeding the scope customary in respect of the Company's employees ("Excess Retirement Remuneration"), shall be deemed a varying component and all of the relevant provisions applying to varying components shall apply to it. It should be clarified for this matter, that the provisions of this Section shall not apply to rights accrued for a Key Position Employee up to July 1, 2014.

19.2. Advance Notice Period

The advance notice period for an Officer shall not exceed 9 months during which he may be required to continue serving in his office at the Company. Subject to the approvals required by law, it may be that the Officer will be entitled to obtain all or part of the remuneration components specified in this policy during the advance notice period as well. The Company shall be entitled to waive the Officer's work in

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practice during the advance notice period, or part thereof, without compromising the Officer's right to the full terms of remuneration, or part thereof, during this period (or redemption thereof).

19.3. The terms specified in this policy shall apply in respect of any Remuneration due to Retirement, whether such is a special retirement bonus, adjustment bonus or noncompetition bonus. It should be clarified that a deferred payment as set out in Section 17 above, paid after termination of employer-employee relations is not considered to be "Remuneration due to Retirement".
19.4. Without derogating from the provisions of Section 20.2 above, Remuneration due to Retirement shall not exceed the cost of the Officer's 6 months' total remuneration (fixed and varying components).
19.5. Entitlement to Excess Retirement Remuneration shall be subject to meeting the following terms:
19.5.1. Over the 3 years preceding the year of retirement there had been no deviation from the capital required by the Commissioner of the Capital Market and Insurance from the Phoenix Insurance Ltd, taking into account the period of deployment and capital actions until the publication of the Company's economic Financial Solvency ratio for the relevant date as defined in section 11.4.5 above, unless the Compensation Committee and the Board of Directors shall believe that failure to comply with this requirement is the result of an exogenous and significant event that affected the general insurance industry in Israel.
19.5.2. Over the 3 years preceding the year of retirement there had been no deviation from the financial standards of the Company's bond series 6 7 as specified in Section 17.3 above (or other bond series that may be issued in its place).
19.5.3. For each year during which one of the condition noted above shall not be met, over the 3 years preceding the year in which the Officer shall retire, the entitlement to Excess Retirement Remuneration shall be reduced in a linear manner (meaning reduction of one third in respect of each year during which the conditions shall not be met).
19.6. The Excess Retirement Remuneration of an Officer shall be subject to a deferral arrangement after the date of termination of employment, for a minimal period of three years in a linear manner and subject to meeting prerequisites identical to those defined for the varying component (as specified in Section 17.3 above).
19.7. Notwithstanding the foregoing, should the sum of the Excess Retirement Remuneration not exceed the total of 3 fixed salaries, it shall not be required to defer payment thereof for 3 years.

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19.8. The advance notice period together with the remuneration due to retirement will not together exceed 12 months of total compensation cost (fixed and variable components).

20. Description of Insurance, Indemnification and Exemption Arrangements

The directors, Officers and other Key Position Employees (hereinafter for the purposes of this Section: "Officers") shall be entitled t be included in an Officers' liability insurance arrangement the Company shall purchase for all of the Officers serving in office and that had served in office at the Company and its subsidiaries (hereinafter jointly: the "Group") and the Officers serving in office or that had served in office at the Company's related companies on behalf of the Company and/or on behalf of its subsidiaries from time to time, and subject to the approvals required by law. The coverage limit (the liability limit under the policy) shall not exceed USD 220 250 million9 plus reasonable legal costs in accordance with Section 66 of the Insurance Contract Law, 5741-1981 per an event and total for the insurance period. The policy may include coverage for the Company itself due to claims pursuant to the securities laws, and in this regard a provision shall be added regarding the order of priorities according to which the Officers' and directors' right to obtain insurance compensation shall precede the Company's right pursuant to the coverage for the Company as aforementioned. Additionally, the Company shall be entitled to purchase, per its discretion, a Run Off insurance policy for the Officers for a period not to exceed seven years, at the coverage scopes noted above.

The Officers shall be entitled to deeds of indemnification, subject to the provisions under law, at the scope of up to 25% of the Company's equity.

The Officers shall be entitled to deed of exemption in advance pursuant to the Companies Law, and subject to the format to be approved by the General Meeting. The deeds of exemption granted pursuant to this policy shall not apply to a resolution or transaction in which the controlling shareholder of the Company or Officer in it (also an Officer other than the one for whom the deed of exemption is granted) has a personal interest.

It is hereby clarified that the aforesaid shall not derogate from the Company's ability to grant a deed of indemnification and/or exemption also to employees who are not Key Position Employees per its discretion and subject to the law.

⁹ As of today the coverage cap is up to USD 150 200 million.

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The Hebrew immediate report is the binding report-

Phoenix Financial Ltd.

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

First Part

Company name:

Phoenix Financial Ltd. (the "Company")

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 Monday, March 9, 2026, at 17:00 at the Company's offices, at Phoenix Campus, Building B Floor 8 (the "Company's Offices"). If the Assembly is postponed, it shall then convene on Thursday, March 16, 2026, 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 Renewal of the Appointment of Mrs. Rachel Lavine as an External Director for an Additional Term of 3 Years (commencing on 24 March 2026)

The wording of the proposed resolution: "To approve the renewal of the appointment of Mrs. Rachel Lavine as an External Director of the Company for an additional term of three (3) years, commencing on 24 March 2026, in accordance with applicable law."

3.2 Subject to the approval of Section 3.1 – Approval of granting an indemnity letter, exemption letter and insurance coverage to Mrs. Lavine under the terms customary at the Company.

The wording of the proposed resolution: "Subject to the approval of the renewal of Mrs. Lavine's appointment as an External Director of the Company, to approve the grant of an indemnity letter, a letter of exemption from liability, and insurance coverage under the terms customary at the Company."

For details regarding Mrs. Lavine, including her membership in board committees and the year her term commenced, see Regulation 26 of Part E of the Company's Periodic Report for 2024, published on 13 March 2025 (Reference No.: 2025‑01‑016702) (This information constitutes an inclusion by way of reference).

3.3 Approval of replacement of the Company's Articles of Association

The wording of the proposed resolution:

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The Hebrew immediate report is the binding report-

"To approve the replacement of the Company's Articles of Association, as set forth in Annex B to the Convening Report."

3.4 Approval of an updated Remuneration policy for the Company's officeholders

3.5 The wording of the proposed resolution: "To approve the updated Remuneration Policy for the Company's office holders, in the wording attached hereto as Appendix C to the notice convening the general meeting, effective as of the date of approval by the general meeting and for a period of three (3) years; and to approve, pursuant to Section 2(a) of the Senior Executive Compensation Law, that in accordance with the updated Remuneration Policy and the caps set forth therein, the remuneration of office holders who are subordinate to the Chief Executive Officer may exceed the remuneration tier prescribed in the said section, subject to the approval of the Compensation Committee and the Board of Directors, without any additional approval of the general meeting."
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 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: http://maya.tase.co.il (the "Stock Exchange Website").
1. Details regarding Ms. Rachel Lavine, the candidate for renewal of her term as an external director

For details regarding Ms. Rachel Lavine, the candidate to serve as an external director, see section 1.1 of the Convening Report. For details regarding Ms. Lavine's terms of office and employment, see section 1.2 of the Convening Report.

1. The majority needed to make resolutions on the agenda:
6.1 The majority required for approving the resolutions detailed in sections 1.1 and 1.4 of the Convening Report is a regular majority (i.e., a majority of more than

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The Hebrew immediate report is the binding report-

fifty percent (50%) of the votes of the shareholders participating in the vote who voted for or against, disregarding abstentions), provided that one of the following is also met:

(1) The count of the majority votes in the General Assembly includes a majority of all votes of shareholders who are neither controlling shareholders of the Company nor holders of a personal interest in the approval of the appointment, excluding a personal interest not arising from ties with a controlling shareholder, who participate in the vote; abstaining votes of such shareholders shall not be counted.
(2) The total opposing votes among the shareholders described in paragraph (1) do not exceed two percent (2%) of all voting rights in the Company.
6.2 The majority required for approving the resolutions detailed in section 1.2 of the Convening Report is a regular majority of more than fifty percent (50%) of the votes of the shareholders present at the Assembly, entitled to vote and who voted therein, without taking abstaining votes into account.
6.3 The majority required for approving the resolutions detailed in section 1.3 of the Convening Report is a majority of more than seventy‑five percent (75%) of the votes of the shareholders present at the Assembly, entitled to vote and who voted therein, without taking abstaining votes into account.
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 Monday, February 9, 2026 (the "Effective Date").

8. 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.

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.

A shareholder who is listed in the shareholders' register.

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The Hebrew immediate report is the binding report-

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 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 Phoenix Campus, Building B Floor 8 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.

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

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

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The Hebrew immediate report is the binding report-

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

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 10 above).

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 Attorney Elad Sirkis (via fax number 03-7332163 and/or via email at [email protected]) 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.

Review of voting papers and voting records using the electronic voting system:

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

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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 in the Company is 12,666,404 of the Company's regular shares.

17. Changes in the General Assembly Agenda:

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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Phoenix Financial Ltd. (the "Company") Voting Paper according to the Companies Regulations (Voting in Writing and Position Statement) 5766-2005 (the "Regulations")

Second Part

Company name: Phoenix Financial Ltd. (the "Company")
The Company's address (for submitting and sending the Voting Papers): The Company's offices at Phoenix Campus, Building B Floor 8. Fax No.: 03-7238831.
Company Registration No.: 52-001745-0.
The Assembly date: Monday, 9 March 2026 at 17:00
Type of Assembly: Special General Assembly.
The Effective Date: Monday, 9 February 2026
Shareholder's information:
18. Shareholder's name -
19. ID No. -
20. If the shareholder does not hold an Israeli ID -
Passport No. -
The country in which it was issued -
Valid until -
21. If the shareholder is a corporation -
Corporation Registration No. -
Country of incorporation -
Is the shareholder a stakeholder3 , a senior position holder4 , or an institutional investor5 22. ? 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
To approve the renewal of the appointment of Mrs. Rachel Lavine as an External Director of the Company for a term of three (3) years as of 24.3.2026				N/R	N/R
Subject to the approval of the appointment of Ms. Lavine as an external director of the Company, approval of granting an indemnification letter, an exemption letter and insurance coverage under the terms customary in the Company.				N/R	N/R
To approve Replacement of the Company's Articles of Association.				N/R	N/R
To approve the updated Remuneration Policy for the Company's office holders, in the wording attached hereto as Appendix C to the notice convening the general meeting, effective as of the date of approval by the general meeting and for a period of three (3) years; and to approve, pursuant to Section 2(a) of the Senior Executive Compensation Law, that in accordance with the updated Remuneration Policy and the caps set forth therein, the remuneration of office holders who are subordinate to the Chief Executive Officer may exceed the remuneration tier prescribed in the said section, subject to the approval of the Compensation Committee and the Board of Directors, without any additional approval of the general 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 an 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.

AI assistant

The Phoenix Holdings Ltd. — Proxy Solicitation & Information Statement 2026

6983_rns_2026-02-04_13218ae5-64ff-4414-9910-293f5eee6f5d.pdf

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

Phoenix Financial Ltd. ("The Company")

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

1.1. Approval of the Renewal of the Appointment of Mrs. Rachel Lavine as an External Director of the Company for an Additional Term of 3 Years (Starting 24.3.2026)

1.3. Replacement of the Company's Articles of Association

1.4. Approval of Compensation Policy

1.4.2. Considerations and Objectives of the Updated Compensation Policy

1.4.4. Manner of Implementation of the Current Compensation Policy

2. The Legal Quorum for Holding the Assembly and Postponed General Assembly

3. The Required Majority for Resolutions on the Assembly's Agenda

4. The Assembly's Orders and Voting

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

4.2. Voting eligibility

4.3. Proxy for voting

4.4 Voting paper and position announcements

4.5. Voting in the Electronic-Voting System

4.6. Ownership approval

4.7. Changes to the agenda and a shareholder's request to include a topic on the agenda

5. The Company's Representative

6. Reviewing the Documents

Appendix A - External Director's Declaration

To:

Phoenix Financial Ltd.

DIRECTOR DECLARATION

Education:

Business experience during the past five years:

See above

With respect to Section 4 of the Declaration:

Member of the Investment Committee (Nostro) of The Phoenix Insurance Company Ltd.

Annex A

Sections 225-227 of the Companies Law, 1999

Restriction on an appointment because of a conviction

Restriction on appointments due to decisions of the Administrative Enforcement Committee

Restrictions on appointments

Annex C

Director with accounting and financial expertise

Director with professional expertise

Declaration

Effect

Appendix B - New Articles of Association

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

ARTICLES OF ASSOCIATION

PHOENIX FINANCIAL LTD.

Table of Contents

Chapter One - General

1. Introduction

2. Name of the Company

3. Objectives of the Company

4. Limitation of Liability

5. Amendment of the Articles of Association

Chapter Two - Share Capital of the Company

6. Share Capital

7. Issuance of Shares and Other Securities

8. Register of Shareholders and Issuance of Share Certificates

9. Transfer of Shares of the Company

10. Charge on Shares

11. Alterations of Share Capital

11.1. Increase of Authorized Share Capital

11.2. Classes of Shares

11.3. Consolidation of Share Capital

11.4. Cancellation of Unissued Authorized Share Capital

11.5. Subdivision of Share Capital

Chapter Three - General Meetings

12. Annual and Special General Meetings and Class Meetings

13. Conduct of General Meetings

13.1. Quorum

13.2. Adjournment of General Meeting for Lack of Quorum

13.3. Chairperson of the General Meeting

14. Voting by Shareholders

Chapter Four - Board of Directors

16. Appointment and Termination of Office of Directors

17. Chairperson of the Board of Directors

18. Proceedings of the Directors

19. Approval of Non-Extraordinary Transactions

Chapter Five - Company Secretary and Auditor

20. Company Secretary

21. Auditor

The Phoenix Holdings Ltd. Proxy Solicitation & Information Statement 2026