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The Phoenix Holdings Ltd.

Share Issue/Capital Change Sep 10, 2025

6983_rns_2025-09-09_72f1a5a5-54ab-40c4-8741-5d279508f6b4.pdf

Share Issue/Capital Change

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PHOENIX FINANCIAL LTD

PHOENIX FINANCIAL LTD

Registration Number: 520017450

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T085 (Public) Filed on MAGNA: 09/09/2025

Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-068166

Immediate Report on the Creation of Dormant Shares in the Issued Share Capital of the Corporation, Change in Their Number or in the Identity of Their Holder

Regulation 31(b) of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 33(a) of the Securities Regulations (Periodic and Immediate Reports), 1970

Note: This change should not also be reported on Form T-76

Previous report reference numbers on the subject: _________, _________, _________.

We hereby report that on the date 09/09/2025

There has been a change in the number of dormant shares in the corporation's capital.

Details of the Change

    1. Name of the holder of the dormant shares: PHOENIX FINANCIAL LTD
    1. Name of the holder in English: Phoenix Financial Ltd
    1. Type of identification number: Company Registrar Number in Israel
    1. Identification number: 520017450
    1. Type of holder: The reporting corporation
    1. Citizenship/Country of incorporation or registration: Incorporated in Israel
    1. Country of citizenship/incorporation or registration: _________
    1. Security number on the stock exchange: PHOENIX (767012) 767012
    1. Name of the share: PHOENIX FINANCIAL LTD
    1. Nature of the change: Increase, Purchase on the stock exchange
    1. Prospectus number: _________
    1. Explanation: For internal use of the authority in case of use of an ATM program, enter the prospectus number under which the ATM program was implemented.
    1. Date the transaction was executed: 09/09/2025
    1. Transaction price in New Israeli Shekel: 115.19
    1. Par value of total securities in _________: _________
    1. Total calculated consideration in New Israeli Shekel: 16,202,855.78
    1. Reference number of the shelf offering report: _________, which was reported on _________
    1. Number of dormant shares held by the holder before the change: 8,227,663
    1. Number of shares subject to the change: +140,662
    1. Number of dormant shares held by the holder after the change: 8,368,325
    1. Percentage of the issued share capital of the corporation held after the change by the holder of the dormant shares: 3.18%
    1. Were the shares purchased according to a purchase plan approved by the company: Yes
    1. Cumulative execution rate of the plan after the change: 40.62%
    1. Date of report on the purchase plan: 28/01/2025

Status of the Corporation's Dormant Shares

    1. Name of the share: PHOENIX 1 NIS Security number: 767012
    1. Number of shares in the registered capital: 300,000,000
    1. Number of shares in the issued and paid-up capital: 263,499,921
    1. Number of dormant shares according to section 308 or for the purpose of an ATM program: 8,368,325
    1. Number of shares lacking rights according to section 333(a): 0
    1. Number of shares lacking rights according to section 340: 0
    1. Number of shares lacking rights according to section 181: 0
    1. Total shares without rights in capital and without voting rights: 8,368,325
    1. Percentage of shares without rights from the issued and paid-up capital: 3.18%
    1. Number of dormant shares according to section 309(b) ("subsidiary dormant"): 0 (Not including shares held by a subsidiary according to section 369 acquired before February 2000 and having full voting and capital rights)
    1. Number of shares lacking voting rights according to section 333(b): 0
    1. Percentage of shares lacking voting rights but having capital rights out of the total issued capital of this security: 0.0
    1. Number of shares for calculation of voting rights: 255,131,596
    1. Number of shares for calculation of capital rights: 255,131,596

Note: The section numbers below are from the Companies Law, 1999.

Details of the Authorized Signatories on Behalf of the Corporation

Name
of
Signatory
Position
Adv.
Elad
Sirkis
Company
Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the authority's website: Click here.

For clarity and completeness of the report, the holding of 0.5 dormant share was added. The company's holding in dormant shares is: 8,368,325.5. The purchase plan for 2025 was expanded on August 25, 2025, by an additional 100 million NIS, so that the total cost of the plan will be up to 200 million NIS. For more details, see the immediate report dated August 25, 2025 (reference number: 2025-01-063182).

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by way of reference):

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

Form structure update date: 06/08/2024

Short name: PHOENIX FINANCIAL LTD

Address: 53 Derech Hashalom, Givatayim 53454 Phone: 03-7332997, 03-7338174 Fax: 03- 7238855

Email: [email protected]

Previous names of the reporting entity: PHOENIX HOLDINGS LTD, PHOENIX ISRAEL INSURANCE COMPANY LTD

Name of electronic reporter: Sirkis Elad Position: Company Secretary Employer company name: PHOENIX INSURANCE LTD.

Address: 53 Derech Hashalom, Givatayim 5345433 Phone: 074-7315656 Fax: 03-7238855 Email: [email protected]

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