The Phoenix Holdings Ltd.

Regulatory Filings • Jul 3, 2023

The Phoenix Holdings Ltd.

(The "Company")

Outline and Immediate Report

According to the Securities Regulations (Details of an Outline of an Offer of Securities to Employees), 5760-2000 ("Outline Regulations"), and immediate reporting of a material private offer and an immaterial private offer, according to the Securities Regulations(Private Offering of Securities in a Listed Company), 5760-2000 ("Private Offering Regulations") and Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports' Regulations"),

of

Up to 3,196,588 options, not listed for trade that can be exercised for up to 3,196,588 ordinary shares of NIS 1.00 par value each, subject to adjustments as set forth in this Outline¹ , which are registered in the name of the Company, which are offered, without monetary consideration in cash (hereinafter: "the Options"), to the CEO of the Company, to 7 officers and employees of the Company and to 131 employees and officers of companies controlled by the Company and to 3 service providers (all together, "the Offerees"), from which 57,190 Options are offered to the CEO of the Company and up to 3,139, 398 Options are offered to the other Offerees, as detailed in this Outline below;

Outline date: 28 June, 2023

¹ In practice, no allotments of the full shares arising from them will be allocated to the Offerees who will exercise the Options, but only shares in an amount that reflects the amount of the monetary benefit inherent in the Options, as specified in Section 2.8 of this Outline.

Table of Contents

Chapter 1	– Introduction ………………………………………………………………………………….………… 4
1.1.	The Options Offered ……………………………………………………………………………,…………… 4
1.2.	The Offerees …………………………………………………………………………………….…………… 4
1.3.	The Options Plan and Allotment to the Trustee in the Capital Gains Track …………………,……… 4
1.4.	Compensation Policy ………………………………………………………………………………,……… 5
1.5.	Permits and Approvals ……………………………………………………………………………,……… 5
1.6.	Period of Grant of the Options according to the Outline and Authority of the Securities Authority… 5
Chapter 2	- Offer Details and Offered Securities ………………………………………………………………… 6
2.1.	Details of the Securities Offered and Offerees ……………………………………………………….….… 6
2.2.	Listing for Trade on the Stock Exchange and the Rights of the Exercise Shares ………………………. 6
2.3.	The Vesting Period, the Exercise Period, the Vesting and Execution Conditions and the Period of
	Exercise of the Options …………………………………………………………………………………… 7
2.4.	The Exercise Price in respect of the Options Granted ………………………………………………… 9
2.5.	Reducing the Exercise Price ……………………………………………………………………………… 9
2.6.	Issuance Letter …………………………………………………………………………………………… 9
2.7.	Exercise of the Option and Termination of the Transaction or Contract with the Company ….…… 9
2.8.	Net Exercise ………………………………………………………………………………………………, 11
2.9.	Expiration of Options …………………………………………………………………………………… 13
2.10.	Adjustments ……………………………………………………………………………………………… 13
2.11.	Limiting the Transferability of Options and/or Shares and Deferring Payment of "Variable
	Components" ………………………………………………………………………………………….…….15
2.12.	The Tax Implications of the Allotment of Options, their Exercise for Shares and the Sale of the Exercise
	Shares ………………………………………………………………………………………………….……15
Chapter 3	- The Rights Attached the Company's Shares ……………………………………………………. 17
Chapter 4	- Additional Details …………………………………………………………………………………. 17
4.1.	Details about the Company's Share Prices ……….…………………………………………….…. 17
4.2.	The Economic Value of the Options according to this Outline ………………………………………17
4.3.	Company Share Prices on the Stock Exchange ……………………………………………………… 18
4.4.	The Consideration for the Options and the Exercise Price ………………………………………… 18
4.5.	Agreements regarding the Purchase or Sale of the Company's Securities or regarding the Voting Rights

	therein …………………………………………………………………………………………….…… 18
4.6.	Prevention and/or Restrictions on the Execution of Actions in Options and Exercise Shares ……. 18
4.7.	Reference to Financial Statements and Immediate Reports and Review of Documents ……… 19
4.8.	Additional Details regarding a Material Private Offering of Securities to the Company's CEO 19
4.9.	Details of the Company's Representatives regarding the handling of this Outline ……………… 21

Chapter 1 – Introduction

1.1. The Options Offered - According to this Outline, the CEO is offered, together with up to 138 additional Offerees who are officers of the Company and officers and employees of subsidiaries and companies under the control of the Company and to 3 service providers to the Company, up to 3,196,588 Options, not listed for trading, without monetary consideration in cash (offered for work or service of the Offerees to the Company [or to companies under their control] or for services provided to it by them, as they may be) and exercisable up to 3,196,588 ordinary shares registered in the name, of 1.00 NIS nominal value of the Company each ("Company Shares"), out of which, 57,190 Options to the CEO of the Company, 270,952 Options to officers of the Company 2,791,705Options to employees of the Company and to employees and officers in companies under the control of the Company, and 76,741 to 3 service providers to the Company, and all are subject to the adjustments set forth in Section 2.10 below and to all other terms of the Plan (as defined below) and the terms of the Options set forth in Chapter 2 of the Outline.

In a theoretical assumption of the exercise of the full Options that can be allotted according to this Outline, the shares that will be formed as a result of the exercise of all the Options will constitute immediately after their exercise and taking into account the issued and paid-up capital of the Company as it is today, approximately 0.37% of the issued and paid-up capital of the Company and approximately 0.37% of the voting rights therein (and approximately 0.36%% and approximately 0.36%, respectively, in full dilution² ), of these, the Options for the CEO constitute approximately 0.01% of the issued and paid-up capital of the Company and approximately 0.01% of the voting rights therein (and approximately 0.01% and approximately 0.01% respectively, in full dilution). In practice, no allotments will be allocated to the Offerees who exercise the Options arising from them, but only shares in an amount that reflects the amount of the monetary benefit inherent in the Options, as specified in Section 2.8 of this Outline.

1.2. The Offerees - The Offerees according to this Outline and report are the CEO of the Company, 7officers of the Company, 10officers of companies controlled by the Company, and 121 employees who are not officers of the Company and the companies under its control and 3 service providers to the Company. All Offerees under this Outline are employees who have an employee-employer relationship³ between them or the companies under its control, except 3 service providers who do not have an employee-employer relationship.

The Offerees are not stakeholders, as defined in the Companies Law, 5759-1999 (the "Companies Law") by virtue of their holdings in the Company being allocated and will not become such stakeholders after the allotment of the shares resulting from the exercise of the Options (except for the CEO of the Company who is a stakeholder by virtue of his position). The Offerees are not an "interested party" in the Company (as the term is defined in Section 207(5) of the Companies Law) and will not become an "interested party" in the Company following the allotment. In addition, the Offerees do not constitute an "employee who is a stakeholder" as the term is defined in the TASE Regulations.

1.3. The Options Plan and Allotment to the Trustee in the Capital Gains Track – On December 27th , 2018, the Company's BOD decided to adopt an Options Plan under which employees, officers, directors, and consultants in the Company, without cash consideration, will be allotted unlisted options for the purchase of

5,728,752 treasury shares in accordance with the Companies Law, which are held by the Company as of June 28, 2023.

² In the holding calculations the following were not taken into account within the framework of the issued share capital of the Company –

³ For the purposes of this Outline, "control" - as defined in Section 1 of the Securities Law.

ordinary shares of the Company ("the Options Plan" or "the Plan" 4 ). The Options Plan allows for the granting of Options to Offerees within the framework of this Outline, inter alia, subject to the conditions set forth in the Capital Gains Track in Section 102(b)(3) of the Income Tax Ordinance [New Version], 5721-1961 ("Income Tax Ordinance" or "the Ordinance") and subject to Section 3(i) of the Income Tax Ordinance. The Options that will be granted to the Offerees in accordance with the Capital Gains Track in Section 102 of the Income Tax Ordinance, as well as the exercise shares and rights that will be derived from them, will be deposited for them in trust with a Trustee⁵ , who will hold them in trust for periods specified in Section 102 of the Ordinance ("Section 102", "Capital Gains Track" and "the Trustee"), under the conditions set forth below. The Company filed the Plan with the Israeli Tax Authority on January 3rd, 2019, in accordance to the instructions of the Capital Gains Track and will allocate the Options accordingly.

The Options that will be assigned to Offerees who are not employees of the Company (that is, service providers), will be allocated in accordance with the provisions of Section 3(i) of the Ordinance and may also be held by the Trustee.

• 1.4. Compensation Policy The allocation of Options according to the Outline to Offerees who are not officers of the Company is in accordance with the Company's Compensation Policy regarding its officers (hereinafter: "the Compensation Policy") and is consistent with it. For details on the Compensation Policy amended and approved on January 5, 2023, see the meeting convening report dated November 30, 2022 (reference No.: 2022- 01-115548) (the "Compensation Policy"), which is presented here by way of reference.
• 1.5. Permits and Approvals The allocation of Options to Offerees offered in accordance with the terms of this Outline is subject to the receipt of the cumulative approvals listed below, the full existence of which is a prerequisite and necessary condition for the allocation to the Offerees:
  • 1.5.1. Approvals of the relevant organs in the Company as required by law. On June 27, 2023 after receiving approval from the Company's Compensation Committee dated June 25, 2023 (regarding the officers of the Company, the Company's BOD approved the allotment of the detailed Options under the conditions set forth in Section 2 below to the Offerees and accordingly the publication of this Outline ("BOD Decision"). Allotment of Options to the Company's CEO is also subject to the approval of the general meeting of the Company's shareholders. For more details, see the immediate report that is published at the same time this report is submitted, for the convening of a general meeting of the Company, whose agenda includes, inter alia, approval of the granting of Options to the Company's CEO.
  • 1.5.2. Approval of the Tel Aviv Stock Exchange Ltd. ("the TASE") for the listing for trade of the shares which will result from the exercise of the Options (hereinafter: "the Exercise Shares") offered in accordance with this Outline and Report. The Company intends to act to obtain the approval of the aforesaid TASE shortly after the publication of this Outline.

1.6. Period of Grant of the Options according to the Outline and Authority of the Securities Authority

⁴ The Plan was amended on September 15th, 2020 to allow the Company to make use of treasury shares that it will hold when exercising the Options under the Plan.

⁵ It is hereby clarified that wherever there is a reference to the granting of the Exercise Shares to the Offeree or Trustee on his behalf, as the case may be, the intention is to register the shares for the benefit of the Offeree or the Trustee, as the case may be, with a stock exchange member, in such a way that those shares will be registered in the register of shareholders of the Company in the name of the Nominee Company (as of the date of this Outline, a company for listings on the Tel Aviv Stock Exchange Ltd.).

• 1.6.1. Subject to the receipt of permits and approvals as specified in Section 1.5 above, the Options offered under this Outline may be allotted no earlier than fourteen business days after the submission of the Outline and no later than 36 months from the date of publication of the Outline.
• 1.6.2. The Securities Authority (hereinafter: "the Authority"), may within fourteen business days from the date of submission of the Outline, order the Company to provide an explanation, detail, information, and documents regarding the Outline, and also order the Company to amend the Outline within a set date.
• 1.6.3. In the event that the Authority directs the Outline amendment, it may order the postponement of the date for the commencement of the period for granting securities to a date that will apply no earlier than for three business days and no later than fourteen business days from the date of publication of the Outline amendment.
• 1.6.4. On the day, or shortly after the publication of this Outline, the Company will notify the Offerees of the publication of this Outline or will act in any other manner permitted by law.
• 1.7. Reserved Shares Subject to any approval required from any authority, the Company shall ensure that a sufficient number of the Company's shares in its registered and unissued capital are ordinary shares of the Company or are issued shares that are held by it as treasury shares as defined in Section 308 of the Companies Law (hereinafter: the "Reserved Shares"), for the purpose of transferring them when the Options are allotted and exercising them to the Trustee who will hold them in trust for the benefit of the Offerees (in accordance with the Capital Gains Track for Offerees who are employees under Section 102 of the Ordinance), subject to adjustments to be made under Section 2.10 below.

Chapter 2 – Offer Details and Offered Securities

2.1. Details of the Securities Offered and Offerees

2.1.1. The Options are offered in the quantity specified and for the Offerees listed in Section 1.1 above. The allotment of Options will be made shortly after the date on which the last required approvals under Sections 1.5 and 1.6 above are received.

2.2. Listing for Trading on the Stock Exchange and the Rights of the Exercise Shares

• 2.2.1. Listing for trade on the TASE The Options offered according to this Outline and immediate report will not be listed for trade on the TASE. The Exercise Shares that will be derived from the Options will be allotted in the name of the nominee company and will be listed for trade on the TASE.
• 2.2.2. Exercise Shares' rights The Exercise Shares will be equal in their rights to the existing shares in the Company's capital for all intents and purposes and will be subject to the provisions of the Company's Articles of Association.
  • 2.2.2.1. Dividend All shares (except, for the avoidance of doubt, options not yet exercised) that will be allotted to the Offerees or the Trustee, under the Plan, will entitle their owners to the right to receive a dividend in accordance with the quantity of shares, and subject to the terms of the

Company's Articles of Association and the tax applicable to the distribution of such dividends, and as the case may be, subject to Section 102 and the provisions of the Capital Gains Track.

2.2.2.2. Voting rights - To the extent that the Exercise Shares are held by the Trustee for the Offeree, the voting rights in respect of those shares shall be in the hands of the Trustee. The Trustee shall not vote in respect of the Exercise Shares held by him for the Offeree and shall grant a power of attorney to the Offeree to vote in respect of the Exercise Shares at the shareholders' meeting, subject to the Offeree's request, if and to the extent such request is made.

2.3. The Vesting Period, the Exercise Period, the Vesting and Execution Conditions and the Period of Exercise of the Options

• 2.3.1. Vesting schedules The Options allotted upon publication of this Outline, will be vested and be exercisable in accordance with the schedule set forth below and subject to the fulfillment of the conditions in Section 2.3.2 below, provided that the Offeree will be employed by the Company and/or a company under its control and/or the contract with him will be valid, on the said date.
  • 2.3.1.1. 1/3 of the allotted Options will be vested and will be exercisable as of September 1, 2024 and until October 1, 2025 (hereinafter: "the First Portion of Options" and "the Exercise Period of the First Portion of Options").
  • 2.3.1.2. 1/3 of the allotted Options will be vested and will be exercisable as of September 1, 2025 and until June 27, 2026 (hereinafter: "the Second Portion of Options" and "the Exercise Period of the Second Portion of Options").
  • 2.3.1.3. 1/3 of the allotted Options will be vested and will be exercisable as of September 1, 2026 and until June 27, 2027 (hereinafter: "the Third Portion of Options" and "the Exercise Period of the Third Portion of Options").

The First Portion of Options, the Second Portion of Options, and the Third Portion of Options together, the "Portion of Options" and each of these portions alone, "Portion of Option", so that after the expiration of the vesting period described above, all Options will be exercisable (subject to the provisions of Section 2.3.2 below). The "Exercise Period of the First Option", the "Exercise Period of the Second Option" and the "Exercise Period of the Third Option" will be hereinafter collectively referred to as the "Exercise Period".

• 2.3.2. Performance conditions
  • 2.3.2.1. In addition to the above, the vesting of each Portion of Option is subject to compliance with the following performance conditions cumulatively:
    • 2.3.2.1.1. ROE target This index is calculated according to the total profit yield on the Company's average equity⁶ , based on the data of the Company's financial statements for the relevant year. For each year of vesting, as part of the determination of the annual working plan, the Company's BOD will determine the target ROE, by March 31st in the calendar year. Subject to the provisions of Section 2.3.2.2 below, the Offeree's eligibility for 100% of the Options in a Portion of Option at a specific vesting date, will be conditional on meeting at least 90% of the ROE target set by the BOD as aforesaid.

⁶ Average equity (Opening Equity balance + Closing Equity balance)/2

The calculation of compliance with such a target will be made on the date of publication of the annual consolidated financial statements in relation to each of the years of vesting. That is, in connection with the First Portion, the performance conditions will be measured for the results of 2023; in connection with the Second Portion, the performance conditions will be measured for the results of 2024 and in connection with the Third Portion. The performance conditions will be measured for the results of 2025.

Economic Solvency Ratio Index - An index that expresses the ratio between the recognized economic capital available to The Phoenix Insurance Company Ltd., and the Solvency Capital Requirement (SCR), taking into account the "spread period" as defined by the Capital Market, Insurance and Savings Authority, and taking into account capital operations carried out until the first publication of this ratio, when this index is calculated in accordance with the Supervisory Circular - "Amendment to the Consolidated Circular on the Directives for Implementing an Economic Solvency of Insurance Company based on Solvency II Regime", dated October 14, 2020, or other circular which shall replace it ("Economic Solvency Circular"). In accordance with this target, at the time of vesting, an examination of the economic solvency ratio published in the financial statements for the three calendar years preceding the vesting date will be examined and the compliance of the aforesaid ratio with the economic solvency provisions throughout the period will be examined⁷ .

2.3.2.2. Notwithstanding the aforesaid, in relation to each of the Portions of Options, in the event that the performance conditions specified in subsection 2.3.2.1.1 above (the ROE target) for a relevant year were not met, compliance with these conditions of performance will be remeasured in the year following the relevant year and not after the expiration date of the relevant Portion of Option, provided that the options also meet the condition set out in subsection 2.3.2.1.1 above (i.e., compliance with the economic solvency ratio index) at all relevant measurement dates.

For example, if the performance conditions of the ROE target in relation to the First Portion of Options for 2023 are not met, compliance with these performance conditions of the First Portion of Options in relation to 2024 will be measured both in relation to the ROE target and in the economic solvency index, so if in any of this period the performance conditions are not met in the manner described above, this portion of options will expire without the exercise of the shares on the expiration date in respect of it. It shall be clarified, with regard to the example above, that if there is no compliance with the index of the economic solvency ratio in any year of the said measurement years, the portion of the options will expire immediately without Exercise Shares.

• 2.3.2.3. The other relevant conditions regarding any portion of options, including the expiration date (including when the transaction is terminated), will remain unchanged.
• 2.3.3. Except as otherwise provided by the BOD and unless otherwise expired in accordance with the provisions of this Outline and Report, all Options allotted to any Offeree under the Plan, but not exercised by the end of the Exercise Period, including the Options that have been vested, will expire and will be revoked at the end of their Exercise Period and will not acquire any right to their owners ("Expiration Date").

⁷ Notwithstanding the aforesaid, in the event that the Company did not meet the economic solvency ratio for a certain date as required in the Economic Solvency Circular, but completed compliance with this ratio within six months, in accordance with the period of the amendment defined by the Economic Solvency Circular, this will be considered by the Company as complying with this ratio to the aforesaid date.

2.4. The Exercise Price in respect of the Options Granted

• 2.4.1. The Options are offered to Offerees without monetary consideration in cash (but for their work and service to the Company and the companies controlled by the Company or for services provided to it by them, as the case may be).
• 2.4.2. The Exercise Price to be paid to the Company in respect of the exercise of the options allotted in accordance with this Outline, (the "Exercise Price") shall be as follows:
  • 2.4.2.1. For the First Portion of Options NIS 41.5;
  • 2.4.2.2. For the Second Portion of Options NIS 42.5;
  • 2.4.2.3. For the Third Portion of Options NIS 43.5.
• 2.4.3 The Exercise Price of the Options as specified in Section 2.4.2 above is calculated as the closing price of the Company's stock on the TASE on 26.06.2023 (the trading day on the TASE preceding the date of approval of the allocation by the BOD) which stood at NIS38.09 and with the addition of the relevant premium of: 9% for the First Portion of Options, 12% for the Second Portion of Options, and 14% for the Third Portion of Options.

2.5. Reducing the Exercise Price

Subject to the receipt of the approvals required by law and the Company's Compensation Policy, the BOD will have the authority to grant the Offeree, at his own discretion, the following:

• (1) In return for the cancellation of the Options granted to him, new options with an Exercise Price lower than the Exercise Price of the original option, which was canceled, and which is subject to other conditions as determined by the BOD in accordance with the Outline conditions and Compensation Policy;
• (2) Changing the original Exercise Price of the option granted to it and set it at a lower Exercise Price.

2.6. Issuance Letter

The granting of an option to the Offeree in accordance with the Plan will be done through an Allotment Letter that will be signed between the Company and the Offeree in the form as approved by the BOD from time to time. Each Allotment Letter shall state, inter alia, the number of Options granted, the number of shares that will result from the exercise of the option, the type of option granted (for example, "Capital Gains Track Option"), or an Option under Section 3(i) of the Ordinance) vesting schedules, performance conditions as applicable, and other conditions as determined by the BOD, and provided they are consistent with the conditions of the Compensation Policy and the Plan.

2.7. Exercise of the Option and Termination of the Transaction or Contract with the Company

2.7.1. General - Subject to the provisions of Section 2.7.2 below, the Options may be exercised by the Offeree in full or in part from time to time, if the vesting date and exercise of the option has arrived in accordance with the conditions specified in the Allotment Letter of the Offeree during the Exercise Period, and before the expiration date, and all on the condition that subject to the conditions of Section

2.7.5 below, the Offeree is employed by, or provides services to, a company or related companies⁸ , at any time during a period which begins with the grant of the option and ends on the date of exercise of the option.

2.7.2. Exercise of shares' options on the determining day of a Company Event - As long as the Company's shares are listed for trade on the TASE, the Options will not be exercised on "the determining day" (as defined in the TASE Regulations) for the distribution of bonus shares, to an offer by way of rights, to distribute dividends, to consolidate capital, to split capital or to reduce capital (each of the above will be called: "Company Event") and such exercise shall be postponed to the following trading day. The Options will not be exercised on the "X Day" (as defined in the TASE Regulations), in the event that the "X Day" (as defined in the TASE Regulations) of a Company Event occurs before the determining day of a Company Event and the exercise is postponed to the following trading day.

2.7.3. Exercise notice and payment of Exercise Price; Forced exercise when reaching the limit price –

• 2.7.3.1. Subject to the provisions of Section 2.8 below regarding the "net exercise" mechanism, an Offeree who seeks to exercise the option in his possession shall give a written notice to the Company or a representative on his behalf, in a wording and manner determined by the Company and if necessary, by the Trustee in accordance with Section 102 and the Capital Gains Track. The exercise will be valid upon receipt of the exercise notice by the Company and/or a representative on its behalf and payment of the Exercise Price, as relevant, at the Company's office or a representative on its behalf. In the notice, the Offeree will specify the number of Options that the Offeree wishes to exercise. For the avoidance of doubt, it is hereby clarified that to the extent necessary, any change and/or adjustment, as far as they are made, will be made in cooperation and coordination with the Trustee and subject to the provisions of Section 102 and the Capital Gains Track.
• 2.7.3.2. Notwithstanding the foregoing, in the event that after the vesting of any Portion of Options, the expiration of the time period as detailed in Section 2.7.3.3 below and the fulfillment of the performance conditions as aforesaid and before the expiration of the Portion of Options, the closing price on the TASE of an ordinary share of the Company will be NIS 1.00, par value ("Company Share") equal to or higher than NIS 57 for the First Portion of Options; equal or higher than NIS 60 for the Second Portion of Options and equal to or higher than NIS 63 for the Third Portion of Options ("the Limit Price"), all Options from the relevant portion will be exercised automatically for the Company's shares, without the need for an exercise notice, and the Company will be seen as having received an exercise notice from the Offeree at the end of that trading day in respect of all Options from the same portion. In regards to the exercise in the "Net Exercise" method and Limit Price, see Section 2.8.4 below.
• 2.7.3.3. Exercise upon arrival at the Limit Price (as specified in Section 2.7.3.2 above), will be made, only if at that date the minimum period for holding in the trust has elapsed in accordance with the provisions of the Capital Gains Track, as applicable. If the minimum period for holding such a trust has not elapsed, the option for the share will be exercised only when this period has elapsed, subject to reaching the Limit Price at that time.
• 2.7.4. Termination of transaction or contract Subject to Sections 2.7.5 and 2.7.6 below, if the Offeree ceases to be an employee (that is, an employee-employer relationship will end) or a service provider in a company or related companies ("Termination of Contract"), all Options granted to him will expire

⁸ "Affiliated company" is any company: (a) that is a "controlling owner" (as this term is defined in Section 102) of the Company; or (b) that the company is a "controlling owner" of it; or (c) that has a common "controlling owner" with the Company.

immediately upon termination of the contract. For the avoidance of doubt, it shall be clarified that the transfer of the Offeree from the Company to related companies and/or from the related companies to the Company⁹ and contracting as an employee or service provider will not be considered as termination of contract for the purposes of the Plan. For the avoidance of doubt, in the event of Termination of Contract, the Options that have not yet reached the vesting date at the date of Termination of Contract, will not be vested, will not be exercisable and will not have any validity.

• 2.7.5. Notwithstanding the provisions of Section 2.7.4 above, the Offeree shall be entitled to exercise the options later than the date of Termination of Contract, but only in relation to Options whose vesting date has reached the date of Termination of Contract, in accordance with the vesting periods of the option, and all in accordance with the cases listed below:
  • (1) In the event of Termination of Contract without "reason", the Offeree will have the right to exercise the options he was entitled to exercise by virtue of the allotment in accordance with the vesting dates and provided that they have not yet expired, this is within 90 days from the date of Termination of Contract or the expiration of the period of prior notice (even in cases of payment after the period of prior notice), whichever is later, or 10 days from the end of the lock-up period according to the provisions of the Capital Gains Track, applied to the Options, whichever is later.
  • (2) In the event of Termination of Contract due to death or as a result of the Offeree's inability due to health issues (hereinafter: "Disability") of the Offeree, the Offeree or his legal heirs or guardians will have the right to exercise the options that the Offeree was entitled to exercise by virtue of the allotment in accordance with the vesting dates and provided that they have not expired at the end of the contract, in accordance with the terms of the option. In addition, the Offeree (or his heirs or guardians) will be entitled to exercise until the expiration of the Options, the Options included in the portion that the entitlement to exercise would have formed at the end of the annual eligibility period in which the disability or death occurred.
  • (3) The BOD, subject to the receipt of the approvals required by law, on the date prior to the date of Termination of Contract, may approve an extension of the conditions of the Options that have not yet been exercised beyond the date of Termination of Contract, for a period not exceeding the original period set for the exercise of the option.
• 2.7.6. For the avoidance of doubt, in the event that the Termination of Contract is due to resignation and/or dismissal due to a "reason", then the Options will expire immediately upon the Termination of Contract or upon learning on the existence of the "reason", whichever is earlier (whether or not the Offeree at the time of Termination of Contract was entitled to exercise some of the Options), and the Offeree will not have any right and/or claim against the Company or anyone on its behalf in connection with the Options.

2.8. Net Exercise

• 2.8.1. Unless otherwise determined by the BOD, the exercise of the Options for which the vesting date has been reached will be exercised through a mechanism for exercising shares' options, based on the Net Exercise component, according to which, the Offeree will be entitled to receive shares that reflect the bonus component inherent in the options exercised according to the formula below.
• 2.8.2. For the avoidance of doubt, it is hereby clarified that under this exercise method, the Options are exercisable for the number of shares that reflects only the bonus component. The Offeree will not pay the Exercise Price, which is used solely for the purpose of calculating the bonus component. When

⁹ See footnote 8 above.

exercising the options for Exercise Shares, the Offeree will not be required to pay the Company a cash consideration and will not pay the par value of the Exercise Shares (with the exception of payment of the minimum price in compliance with the TASE Regulations, to the extent that payment is required, as described below).

2.8.3. The Company will capitalize part of its profits or premiums on share capital as defined in Section 302(b) of the Companies Law or act in any other manner permitted by law in the event of an issue of shares for an amount lower than their nominal value, all in accordance with the applicable law, including in accordance with Section 304 of the Companies Law. To the extent that the applicable law does not allow such conduct, the cumulative par value of the Exercise Shares actually received, will be paid by the Offeree to the Company at the time the Options are exercised, in a manner determined by the BOD¹⁰ (including by cash, check or bank transfer, or a combination thereof).

Also, subject to what is stated in the TASE Regulations, Offerors who are not employees of the Company or companies under its control (that is, the service providers) will be required to pay, against the allotment of the Exercise Shares, the abovementioned 'minimum price' per share (according to the provisions of the TASE Regulations at the time of allotment of the shares) for each of the abovementioned Exercise Shares, and the Company shall capitalize the amount of the difference between the total of the abovementioned payment and the total nominal value in respect of the Exercise Shares that will be allotted to share capital from its profits or from any other source permitted by law in the case of shares issued for an amount that is lower than their nominal value, in accordance with and subject to the provisions of Section 304 of the Companies Law¹¹ .

2.8.4. Further to the aforesaid, the number of shares which may be purchased by the Offeree under this mechanism shall be determined according to the following formula:

$$X = \frac{Y(A - B)}{C - Z}$$

• X = The number of Exercise Shares actually received.
• Y = The number of Options that can be exercised whose vesting date has reached and has not yet been exercised and which the Offeree seeks to exercise through this mechanism.
• A = The closing price on the TASE of the Company's share on the last trading day preceding the exercise day; or the "Limit Price", the lower of the two.
• B = The adjusted Exercise Price as defined in Section 2.4, subject to any adjustments as may be, in accordance with the provisions of Section 2.10 below.
• Z = The price that the Offeree will pay in effect, i.e., the nominal value of the Company's share (NIS 1.00), or NIS 0.30 minimum price, or NIS 0.00 if the Offeree does not pay anything.

¹⁰ It should be noted that if and at the time of allotment of shares, the Offerees are subject to partial exercising, with regards to exercising the Options, the provisions of the TASE Regulations concerning the 'minimum price' per share (which, at the time of the report is 30 agorot), and the 'minimum price' per share at that same time is higher than the nominal value of the Company's share, then wherever there is a reference in the Options Plan and in this report to payment of the nominal value of the share by the Offerees at the time of its purchase, it will read as if the 'minimum price' per share was written. In the event that the 'minimum price' is higher than the abovementioned nominal value, then no capitalization of share capital will be made as mentioned in this section above.

¹¹ It is clarified that the Company will consider the Exercise Shares as paid in full.

In any case where, as a result of the calculation detailed above the Company will be required to allot fraction of shares, the Company will not allot such fraction of shares and the number of shares allotted to the actual Offeree will be rounded to the nearest whole number.

2.9. Expiration of Options

The Option will expire if it was not previously exercised for share, at the earlier of the two dates: (1) the expiration date; (2) termination of the period specified in Sections 2.7.4 to 2.7.6 above, as the case may be.

2.10. Adjustments

• 2.10.1. Adjustments for a transaction If the Company is a party to an agreement or an exchange arrangement (such as a merger or reorganization transaction and/or any transaction to change the capital structure of the Company) as part of a transaction (hereinafter: "the Exchange Transaction"), where shareholders will be offered to replace those shares with the securities of any other corporation, the Company will act to ensure that the same other corporation undertakes to allocate to the Offeree, if the Offeree exercised options after the Exchange Transaction during the Exercise Period and under the exercise conditions specified in the Plan, the securities offered as aforesaid to the ordinary shareholders of the Company, as if the Offeree were the exercise shareholder on the determining day for the purpose of the said Exchange Transaction. In the case of such an Exchange Transaction, the Company may oblige the Offeree in respect of all the Options granted that have not yet been exercised, to receive Options that can be exercised for the shares of the other corporation, instead of Options of the Company held by him, this is in accordance with the exchange ratio that will be determined for all the ordinary shareholders of the Company, provided that the total Exercise Price in respect of all the alternative Options to be allotted shall be equal to the total Exercise Price in respect of all those Options held by or for the Offeree and which have not yet been exercised. All other conditions of the allotment letter will remain the same, including the vesting dates, all as determined by the Company's BOD, whose decision will be exclusive and final. The Company will notify the Offeree of the Exchange Transaction in the manner and form that the Company deems appropriate at least 14 days before the determining date of the Exchange Transaction. After the Exchange Transaction date, all Options will expire and will not have any validity.
• 2.10.2. Notwithstanding the foregoing and subject to the provisions of any law, the Company's BOD has the authority to determine in its sole and final discretion, in relation to certain allotment letters, that the allotment letter will contain a clause instructing that if a transaction occurs as specified in Section 2.10.1 above, the acquiring company (or parent company or subsidiary of the acquiring company) does not agree to convert or exchange the Options, the vesting dates of all or some of the Options that have not yet reached the date of purchase will be accelerated, and the Offeree will be entitled to exercise the Options for shares 14 days before the date of the transaction specified in Section 2.10.1 above and/or the Offeree will be given compensation as determined by the Company's BOD and its decision will be exclusive and final. The Offeree will not have any claim against the Company and/or the Company's BOD, the acquiring company and/or anyone on their behalf in connection with such a decision.
• 2.10.3. For the purposes of Section 2.10.1 above, the Option will be considered exchanged or converted if, following the transaction, the Option grants the right to purchase or receive, in respect of any share subject to the Option, immediately before the transaction, the consideration (if shares, options, cash or other securities or property) which will be accepted in the transaction by the shareholders in respect of each share held on the determining date of the transaction (and if such holders were given a choice as to the consideration, the type of consideration chosen by the holders of the majority of the shares);

provided that, if such consideration received in the case of a transaction is not in ordinary shares (or equivalent) of the acquiring company (or its parent company or subsidiary), the BOD may, after obtaining the consent of the acquiring company, determine that the consideration received in the exercise of the option will be only ordinary shares (or equivalent to them), of the acquiring company (or its parent company or its subsidiary) whose market price is equal to the price per share received by the holders of the majority of the shares in the transaction; and subject to the discretion of the BOD, that in such a case of exchange or conversion of an option against an option of the acquiring company, such option shall be exchanged against any other type of asset including cash, fairly in the existing circumstances.

• 2.10.4. Consequences due to voluntary liquidation -Should it be decided to voluntarily liquidate the Company while there are Options that have not yet been exercised by virtue of the Plan, the Company will give notice to all the Options holders, regarding the said decision, and each Option holder will have 14 days to exercise the Options that have not yet been exercised for the shares and whose purchase date has arrived, in accordance with the exercise procedure set forth below. With the expiration of these 14 days, all Options that have not yet been exercised for shares up to that date, will expire immediately.
• 2.10.5. Adjustments for changes in capital -Without detracting from the foregoing, in any event of a change in the Company's issued share capital by way of, a dividend in shares (bonus shares), a split of shares, consolidation or exchange of shares, a change in the Company's capital structure or any similar event by the Company or of the Company, then the number and type of shares under the Plan or the shares that can be exercised as a result of the exercise of Options granted under the Plan, and the Exercise Price will be adjusted proportionally (reduced or increased), in order to proportionally preserve the number of shares and their cumulative Exercise Price. With regard to adjustments in the distribution of rights, the provisions of Section 2.10.8 below shall apply.
• 2.10.6. Adjustments due to distribution of bonus shares In the event that the Company distributes bonus shares that the determining date for their distribution will apply after the date of allotment of the Options to the Offeree, but before the Options have been exercised or expired, the number of shares to which the Offeree is entitled at the time of exercise of the Options will increase in the number of shares to which the Offeree would have been entitled as a bonus share if he had exercised the Options.
• 2.10.7. Adjustments due to dividend payment In the event of a dividend payment by the Company to its ordinary shareholders, when the date determining the right to receive this dividend (as defined in the TASE Regulations) will apply after the allotment of the Options but before the date of their exercise, the Exercise Price of each option will be reduced on the day of the "ex-dividend" (as defined in the TASE Regulations) which will be determined by the TASE in the amount of the gross dividend paid for each share of the Company, provided that the Exercise Price of an Option will not be less than the minimum price per share set in the TASE Regulations and Guidelines, where relevant. Beyond adjustments in the Exercise Price as specified in this Section, the distribution of dividends by the Company will not in any way affect the number of Exercise Shares and will not obligate the Company to make any adjustment in connection with the number of Options and/or Exercise Shares.
• 2.10.8. Adjustments in case of issuance of rights In the event of an issuance of rights by the Company to the shareholders, the Exercise Price of each option will be reduced by an amount equal to the bonus component in the issuance of the rights. For this purpose, the "bonus component" means: the difference between the share price on the TASE on the day prior to the ex-day of the issuance of rights, and the share price on the ex-day of the issuance of rights. For the avoidance of doubt, the Exercise Price will in no case be less than the par value of the share.

2.11. Limiting the Transferability of Options and/or Shares and Deferring Payment of "Variable Components"

• 2.11.1. Non-Transferability of Options The Options or rights of the Offeree in connection with the Options, whether or not payment is made, may not be transferred, assignment, guaranteed, or any right in respect of them granted to a third party other than by virtue of a will or inheritance law, except as expressly provided under the Plan, and for the life of the Offeree, all of the Offeree's rights to purchase shares by virtue of the exercise of options under the Plan may be exercised by the Offeree only. Any such action, whether direct or indirect, whether immediate or future, shall be void.
• 2.11.2. Non-Transferability of Options and shares held by the Trustee -As long as the shares and/or options are held by the Trustee for the benefit of the Offeree, then all of the Offeree's rights are personal and are not transferred, checked, pledged, foreclosed on or otherwise encumbered, except for transfer by virtue of a will or inheritance law.
• 2.11.3. Restrictions on Exercise Shares The Offeree will not sell or transfer any shares in the transaction which, in the Company's opinion, would be a violation of law, regulations or rules. The sale of the shares issued or transferred to the Offeree following the exercise of the option will be made by the Offeree in accordance with the Company's provisions, the provisions of the Securities Law, 5728- 1968 (hereinafter: "the Securities Law"), regulations and rules issued thereunder, and in accordance with TASE guidelines. Without detracting from the provisions of the Plan and this Outline, the Offerees shall be subject to the provisions and restrictions set forth in applicable law, including the Securities Law (and regulations enacted thereunder) and in particular the restrictions on the use of inside information, and they will be subject to restrictions as determined by the BOD from time to time, and to the Company's procedures, including regarding the prohibition of the use of inside information when selling shares and exercising options and subject to the provisions of the Capital Market and Insurance Authority.
• 2.11.4. Deferral of payment of "variable components" (restrictions on the sale of Exercise Shares) With respect to officers in the Company and those who are defined as having a "key position" in the Group¹², the sale of the Exercise Shares arising from the exercise of the Options, to the extent that it is exercised, may be subject to a deferral arrangement for payment of "variable components", to the extent required by applicable law and in accordance with the Company's Compensation Policy for its officers¹³. As far as the law allows, the Company will be entitled to decide that the deferral period will be shortened or canceled. Such aforesaid deferral arrangement, as will be applicable, will apply to the relevant deferred portion of the Exercise Shares, or on the consideration (net) received from the sale of the Exercise Shares (in case of the Offeree's decision to exercise options and sell shares).

2.12. The Tax Implications of the Allotment of Options, their Exercise for Shares and the Sale of the Exercise Shares

2.12.1. General

The Company submitted to the tax authorities the Plan under which the Options for allocation will be allocated in accordance with the provisions of Section 102 of the Ordinance or in accordance with Section 3(i) of the Ordinance, as the case may be. The Company has chosen a Capital Gains Track that will apply to the Company's employees.

¹² According to the Institutional Bodies Circular 2019-9-6 concerning "Amendment of the Provisions of the Consolidated Circular Part 1, Title 5 Chapter 5, entitled "Compensation" ("the Consolidated Circular").

¹³ A similar clause also exists in the Compensation Policy applicable to "key functionaries" (according to the Consolidated Circular) in a group who are not officers of the Company.

If there is a charge for any tax or other mandatory payment (social security, state health tax, etc.) in respect of and/or due to the Plan, including in respect of the allotment of Options to the Offeree, their exercise for shares, the sale of the Exercise Shares, the receipt of a dividend or any other benefit in respect of options or shares of the exercise under the Plan - only the Offeree shall bear it.

The Company's obligation to allocate or transfer Exercise Shares when exercising the Options, or to perform any other action in connection with or in respect of Options or Exercise Shares, is subject to full compliance with any income tax obligation or other obligation applicable (insofar as applicable), including deduction of any tax or payment obligation required by law.

2.12.2. The taxation applied to Options offered under the provisions of Section 102 of the Ordinance

• 2.12.2.1. Options granted to Offerees under Section 102(b)(2) of the Ordinance, which are not "controlling shareholders" as the term is defined in Section 32(9) of the Ordinance, and the rights granted in respect of them or by virtue of the Exercise Shares, shall be entrusted to a Trustee for the benefit of the Offeree entitled for the period required in Section 102 of the Ordinance and the regulations enacted thereunder ("Minimum Trust Period"). In the event that the requirements of Section 102(b)(2) of the Ordinance are not met, the entitled Offeree will not benefit from the tax benefit in this Section.
• 2.12.2.2. An Offeree will not be entitled to sell, or transfer from the trust, an option, or a share received as a result of the exercise of an option granted under Section 102 of the Capital Gains Track, or from the exercise of rights received in respect of these shares, including bonus shares, before the expiration of the Minimum Trust Period required by law. Notwithstanding the foregoing, if such a sale or transfer is made, the Trustee and/or the Company will deduct withholding tax or ensure its deduction according to law.
• 2.12.2.3. As long as the Options or Exercise Shares are held by the Trustee for the benefit of the Offeree, all of the Offeree's rights in connection with the shares are personal and cannot be transferred, sold, pledged, checked, withdrawn, foreclosed or voluntary encumbered, no power of attorney or deed of transfer shall be given by them, whether their immediate validity or their validity at a future date, except for a transfer by virtue of a will or by law, except after the payment of the tax which applies as aforesaid or after the Trustee has ensured the payment of the tax.

2.12.2.4. Regarding voting rights, see Section 2.2.2.2 above.

2.12.3. The taxation applied to Options offered under the provisions of Section 3 (i) of the Ordinance

The taxable income to be attributed to the Options to be allotted in accordance with Section 3(i) of the Ordinance will be tax-exempt at the date of allotment but will be taxable at the exercise of the share options at the applicable marginal tax rate. The obligation to pay the tax (including VAT) will apply to the Offeree and will be a precondition for the exercise of the Options. In accordance with the law, the Company will initially deduct the tax that will apply to the Offeree when exercising the Options.

The provisions of Section 2.12 above apply to the law as of the date of the Outline. The provisions of the law regarding the mandatory payments and the tax aspects in respect of the Options granted under this Outline may change from time to time.

The description of the tax implications presented in the framework of the Plan and described in this Outline does not purport to be an authoritative, complete, full and/or up-to-date interpretation of the

legal provisions relating to taxes that may apply in connection with the granting of securities to the Offeree, does not take into account the unique circumstances of each Offeree and does not replace legal and professional advice on the matter. As is customary in investing in securities, the Offeree must consider the various tax aspects and the tax implications that his/her investment will have and consult his/her professional advisers, including legal advice and taxation taking into account his/her special data.

Chapter 3 - The Rights Attached to the Company's Shares

For details of the main rights attached to the Company's shares, see Chapter 3 of the Outline published by the Company on October 11th, 2020, reference number 2020-01-110610.

Chapter 4 - Additional Details

The following are additional details required in accordance with the provisions of the law:

4.1. Details about the Company's share prices

The following are details regarding the high and low adjusted closing rate of the Company's share on the TASE in 2021, 2022, and 2023 (until close to the date of publication of this Outline) (In case the closing rate was the same in the number of trading days in each of the said periods, the first trading day was indicated):

Period	High Closing Rate (Agora)		Low Closing Rate (Agora)
	Rate	Date	Rate	Date
2021	4,072.00	28/12/2021	2,155.05	06/01/2021
2022	4,147.30	20/04/2022	3,089.25	13/06/2022
202314	4,050.00	28/05/2023	3,323.35	26/02/2023

4.2 The economic value of the Options according to this Outline

The total economic value of all the warrants, if all of them were granted today as stated above, is approximately 19,556 thousand of NIS, of which the cost of the grant to the CEO is 350 thousand of NIS.

The said economic value is calculated according to the binomial model, taking into account the closing rate of the Company's share on the TASE on 26 June 2023, which is NIS_38.09.

In calculating the above economic value, the following assumptions were taken into account:

• 4.2.1. Assumption of exercise of all Options and theoretical assumption of allocation of the maximum possible amount of Exercise Shares.

• 4.2.2. The calculation of the economic value does not take into account the fact that the Options will not be listed for trading on the TASE, nor does it take into account the blocking of the Options for the lock-out periods specified in the Plan and by law.

• 4.2.3. Expected volatility calculated according to the historical standard deviation of the Company's share according to the daily closing rates of the Company's share, and in accordance with the contractual life of each of the option shares. Calculated standard deviations range from a rate of about 29.29% to about 32.61%.

• 4.2.4. Risk-free interest rate The Exercise Price is not linked, and therefore a risk-free interest rate derived from the yield curve of "Shahar" type government bonds is taken for a period corresponding to the life of each portion of the expected option. Accordingly, the risk-free interest rates taken in calculating the value of the Options range from 4.13% and 3.78%.
• 4.2.5. Duration of Options between 2.27 and 4 years.
• 4.2.6. The bonus limit, according to which, the maximum bonus that will accrue to the Offerees from the exercise of each option will not exceed the Limit Price for each of the Portion of Options, as defined in Section 2.7.3 above.
• 4.2.7. Expected dividend rate: 3.5%.

The amount of cost to be recorded in the Company's books in respect of the allotment of Options to the Offerees will be in the amount of the economic value in such a way that the economic value of each portion will be spread over the entire vesting period. The economic value of the Options may differ from that specified in this Section above, depending on the actual grant date of the Options.

4.3. Company Share Prices on the Stock Exchange

The Options are not tradable but can be exercised for ordinary shares of the Company traded on the TASE. The closing rate of an ordinary share of the Company on the TASE on 27.06.2023 (the trading day on the TASE that preceded the date of publication of this Outline) was NIS 37.5. The closing rate as aforesaid is lower than the Exercise Price in the First Portion of Options, in the Second Portion of Options and in the Third Portion of Options, by approximately 11%, by approximately13% and by approximately 16%, respectively (i.e., the Exercise Price is higher than the closing rate as stated).

4.4. The Consideration for the Options and the Exercise Price

The Options are allocated to Offerees without monetary consideration in cash (except for their tenure, employment, and the provision of services by them), and it is clarified that the Company will consider the Exercise Shares as paid in full. For details on the Exercise Price, see Section 2.4 above. The consideration was determined by a decision of the BOD. For details on how the Exercise Price is determined, see Section 2.4.3 of this report.

4.5. Agreements regarding the Purchase or Sale of the Company's Securities or regarding the Voting Rights Therein

To the best of the Company's knowledge, as of the date of publication of this Outline, there are no agreements, either in writing or orally, between the Offerees and a shareholder in the Company or between the Offerees and others, regarding the purchase or sale of the Company's securities or voting rights.

4.6. Prevention and/or Restrictions on the Execution of Actions in Options and Exercise Shares

The Options and Exercise Shares are subject to restrictions by virtue of the Plan, as specified in Chapter 2 of this Outline, and in Section 2.11 above.

According to the Securities Law and the Securities Regulations (details regarding Sections 15A to 15C of the law), 5738-2000, those who are not employees of the Company and companies under its control may be subject to the restrictions described below regarding resale while trading the Exercise Shares on the TASE:

• 4.6.1 It is prohibited to offer the shares being offered while trading on the TASE for a period of six (6) months from the date of their allotment by virtue of this report.
• 4.6.2 For six (6) consecutive quarters from the end of the abovementioned six (6) months, the Offeree will be allowed to offer on each trading day an amount of shares that does not exceed the average daily trading turnover on the TASE of the Company's shares during the eight (8) week period preceding the day of the offer, provided that an offer for an amount exceeding one percent (1%) of the Company's issued and paid-up capital is not made during the quarter.
• 4.6.3. The above shall also apply to offered shares purchased from the relevant Offeror (if purchased) during the abovementioned blocked periods, not according to a prospectus and not during trading on the TASE.

4.7. Reference to Financial Statements and Immediate Reports and Review of Documents

Attention is hereby drawn to the Company's periodic report for 2022 published by the Company in a report dated March 23, 2023 (reference no. 2023-01-026428 and in ENGLISH on April 23, 2023 reference number: 2023-01-038239) and to the quarterly report for the first quarter published by the Company on May 31, 2023 (reference no. ) and in ENGLISH on June 13, 2023 reference number: 2023-01-055498).

The aforementioned documents can be viewed on the website of the Securities Authority at its address: https://www.magna.isa.gov.il, on the TASE website at: http://maya.tase.co.il, and in the Company's offices, on Sundays-Thursdays, which are working days, during normal working hours, by prior arrangement by phone: 03-7332163.

4.8. Additional Details regarding a Material Private Offering of Securities to the Company's CEO in accordance with the Securities Regulations (Private Offering of Securities in a Listed Company), 5760-2000, and in accordance with the Sixth Schedule to the Securities Regulations (Periodic and Immediate Reports), 5730-1970 ("Reports' Regulations")

4.8.1. The issued share capital of the Company, the amount and rate of holdings of the CEO before and after the allotment, as well as of other stakeholders in the Company

For details regarding the Company's issued share capital, the amount and rate of the CEO's holdings before and after the allotment, as well as of other stakeholders in the Company, see Section 4.8.6 below.

4.8.2. The consideration and the manner in which the consideration was determined

The Options are offered to the CEO as part of the terms of his tenure and employment, without consideration in cash, but in return for his term in office. The granting of Options is subject to the approval of the general meeting of the Company's shareholders. See Section 4.8.4 below for the required approvals and Section 4.4 for the consideration.

4.8.3. Substantial shareholders or officers in the Company who have, to the best of the Company's knowledge, a personal interest in approving the granting of Options to the CEO, and the nature of the personal interest of each of them

To the best of the Company's knowledge, the Company's stakeholders have no personal interest in offering the Options to the Company's CEO. The CEO of the Company has a personal interest in offering the Options according to this Outline by virtue of being an Offeree of the Options. For the sake of completeness, it should be noted that other non-directors' officers are Offerees of the Options in this Outline and Report.

4.8.4. Required approvals or conditions set for the allocation of Options to the CEO

• 4.8.4.1. The approval of the BOD to allocate the Options to the CEO was received on June 27, 2023 after the approval of the Compensation Committee from June 25, 2023. The approval of the allotment is in accordance with the provisions of the Companies Law, 5769-1999 and will be brought for approval by the general meeting of the Company's shareholders. For further details, see the immediate report published at the same time as this Outline, which concerned a summons to a general meeting of the Company on the agenda of which, inter alia, the approval of the granting of Options to the CEO.
• 4.8.4.2. Regarding the approval of the Tax Authority, see Section 1.3 above, and regarding the approval of the TASE, see Section 1.5.2 above.

4.8.5. Prevention or restriction in the execution of actions in Options that will apply to the Company's CEO

The CEO shall be subject to the provisions and restrictions set forth in applicable law, including the Securities Law and regulations enacted thereunder, and he shall be subject to restrictions as determined by the BOD from time to time, including restrictions designed to prevent concern about the use of inside information.

In addition, restrictions apply to the performance of Options transactions in accordance with the provisions of Section 102 of the Ordinance, as applicable.

4.8.6. The date of the allotment of Options to the Company's CEO

The Options will be allotted shortly after receiving all the approvals required by law.

Details regarding the issued share capital of the Company, the amount and rate of holdings of the CEO of the Company before and after the allotment, as well as of other stakeholders in the Company:

[A] The issued share capital of the Company is 259,368,704 shares (including treasury shares held by the Company).

[B] The closing rate of the Company's share on the TASE on 27.6.2023 the day preceding the date of publication of this Outline, was NIS 37.5.

The following are details regarding the Company's CEO's holdings in the Company's shares at the date of the report, after the allotment according to this Outline and in full dilution:

	The quantity of options offered in the outline	Quantity and rate of holding in capital and voting before the allotment of options15		Quantity and rate of holding in capital and voting after the allotment of the options offered in the outline		Quantity and rate of holding in capital and voting in full dilution16
		No. of Shares	% Capital / vote	No. of Shares	% Capital / vote	No. of Shares	% Capital / vote
Company's CEO
Mr. Eyal Ben Simon (**)	57,190	0	0	16,645	0.02%	293,127(*)	0.11%
Additional holders
Additional holders (stakeholders)		105,368,566	41.54%	105,368,566	41.39%	105,368,566	40.67%
Public (***)	3,139,398	148,271,386	58.46%	149,185,077	58.6%	153,413,114	59.22%
Total	3,196,588	253,639,952 (****)	100%	254,570,287	100%	259,074,807	100%

(*) The CEO also holds 493,998 Options of the Company, in full dilution, approximately 0.1% of the issued capital of the Company.

(**) For details regarding the Company's CEO's holdings in the Company's securities, see the Company's Immediate Report on the changes in the holdings of stakeholders and senior officials dated May 2, 2023 (reference no. 2023-01-040303, included in this report by way of reference ("Holdings Status").

(***) Public, including officers, managers and employees of the Company except for the CEO of the Company and stakeholders in the Company.

(****) After the last publication of the SH registry on 18 June 2023 another 1997 securities were issued due to exercise of options. This issuance is not reflected yet in the SH registry.

4.8.7. Additional details in accordance with the Sixth Schedule to the Reporting Regulations

4.8.7.1. Details about the conditions of the CEO's tenure and employment

For details, see Regulation 21 Note No. 42 from the Company's Consolidated Financial Statements for 2022 published on March 23, 2023, reference number 2023-01-026428 and in ENGLISH on April 23, 2023 reference number: 2023-01-038239.

4.8.7.2. Reasons of the BOD - For this matter, see the reasons for approving the capital compensation for the Company's CEO, detailed in Section 1.2.5 of the Meeting Summons Report published at the same time as this Outline.

4.9. Details of the Company's Representatives regarding the Handling of this Outline

The Company's representative regarding the handling of this Outline is the Company's legal counsel, Adv. Elad Sirkis (Phone: 03-7332997, Fax: 03-7238831).

The Phoenix Holdings Ltd. Date

___________________________ _______28.6.2023_______________

Name of the undersigned in the name of the corporation: Eli Schwartz Role: Chief Financial Officer

Name of the undersigned in the name of the corporation: Meni Neeman Role: Chief Legal Advisor

¹⁵ Deducting 5,782,752 treasury shares in accordance with the Companies Law, which are held by the Company as of the date of this Report. ¹⁶ Assuming all convertible securities to the Company's shares are exercised, including those offered under this Outline, bearing in mind the maximum limit on prices and the "net exercising" mechanism (including in relation to previous allotments)