Mizrahi Tefahot Bank : Shareholders registry - Ofer Holdings

MIZRAHI TEFAHOT BANK LTD

No. with the Registrar of Companies: 520000522

To

Israel Securities	Tel Aviv Stock Exchange Ltd	T121	Date of transmission:
Authority	(Public)	August 23, 2018
www.isa.gov.il	www.tase.co.il	Ref: 2018-01-078451
Immediate Report

To

Explanation: This form may not be used if an appropriate form exists for the reported event.

Issue results must be reported under T20 and not under this form.

Bond rating or corporation rating reports must be submitted through Form T125.

Nature of the Event:Shareholders' Registry -Ofer Holdings

The reference numbers of previous documents on the subject:2016-01-057321

2018-01-020733

Attached is a letter received by the bank (on August 23rd, 2018) regarding a change in the registration of shareholders Ofer Brothers Holdings (1989) Ltd

Attached fileshareholders_registration_Ofer_holdings_isa.pdf

The company isnota shell company, as defined in the TASE Rules and Regulations.

Date on which the corporation first learned of the event:August 23, 2018at12:00.

The above report was signed by Ms. Maya Feller, Bank Secretary

The reference numbers of previous documents on the subject (reference does not constitute incorporation by reference):

2016-01-057321

2018-01-020733

Securities of a Corporation Listed for Trading on the Tel Aviv Stock Exchange

Form structure revision date: July 31, 2018

Abbreviated Name:Mizrahi Tefahot

Fax:[phone]
Name of the person reporting electronically:	Position:	Name of Employing
Feller Maya	Bank Secretary	Company:
Address:7 Jabotinsky Street, Ramat Gan,	Fax:	E-mail:
52520

Address:7 Jabotinsky Street, Ramat Gan, 52520

Tel:[phone]

E-mail:[e-mail] website:https://www.mizrahi-tefahot.co.il

Previous name of the reporting entity:United Mizrahi Bank Ltd

Tel:[phone]

03-7559923

[e-mail]

[ Ofer Brothers Holdings (1989) Ltd letterhead ]

August 23rd, 2018

To:

Mizrahi TefahotBank Ltd ("the Bank")

C/O Ms. Maya Feller, Bank Secretary

-Via Electronic Mail-

Dear Madam,

Re:Amendment of Permitto Control and to Hold the Bank's Means of Control -Holdings at

Ofer Brothers Holdings (1989) Ltd

OferBrothers Holdings (1989) Ltd ("Ofer Holdings")respectfully reports the following:

Amendment of Permit to Control and to Hold the Bank's Means of Control

• 1. On August 15th, 2018, Bank of Israel Governor Ms. Karnit Flug signed an amendment to the permitto control and hold the Bank's means of control, which amends the permit granted onJanuary 15th, 2013 (hereinafter: "the Permit'sAmendment")1.

• 2. Accordingto the Permit's Amendment, the permit dated January 15th, 2013 granted to the estate of the late YuliOfer OBM (hereinafter: "the Estate" and "the Deceased", respectively), which is managed by the executors of the estate, attnys. Zvi Ephrat and Reuven Behar(hereinafter: "the Estate Executors") shall bemade void, the estate shall be struck out from the list of permitholders, and Ms. Liora Ofer shall be registered as the holder of the Deceased's shares in Ofer

  Holdings, previously held by the Estate Executors (for details regarding the holding rates, see section 5 below).

• 3.The Permit's Amendment shall be valid for six months or until such time as all of Liora Ofer'smeans of control at the Bank are sold, including through a controlled corporation - whicheverearliest (hereinafter: "the Stipulation"). Should Liora Ofer not sell the means of control, as aforesaid, after six months, the Permit's Amendment shall be made void, and the permit datedJanuary 15th, 2013 shall be made valid (i.e. the permit will regain its previous wording).

• 4. Regarding the Stipulation, as defined above, it should be noted that per the letter to the Bank from Ofer Investments Ltd and Ofer Holdings, dated March 17th, 2018, the principles of the separation plan had been formulated long ago; and according to them, L.Y.N. (Holdings) Ltd shall purchase all of the controlling core shares held by Ofer Holdings (and free shares) in such manner that Ms.

  Liora Ofer is to relinquish holdingthe Bank's shares.

1For details regarding the permit dated January 15th, 2013, see the section on controlling shareholders in the

Bank's annual report for 2017, published on February 27th, 2018 (reference no. 2018-01-019303).

At this time, a detailed agreement which will regulate the separation based on the above outline is yet to be signed, and the parties to the aforesaid separation outline are continuing the negotiations aimed at signing such a detailed agreement.

For further details regarding the formulationof the separation outline's principles, see the letter tothe Bank from Ofer Investments Ltd and Ofer Holdings, dated March 17th, 2018, which is includedin the Bank's immediate report from March 18th, 2018 (reference no. 2018-01-020733).

Registrationof the Estate shares at Ofer Holdings under Ms. Liora Ofer's name, per the Permit's Amendment

5.

In consideration of the Permit's Amendment, we hereby notify you that per the statement of theEstate Executors to Ofer Holdings, the registry of the shareholders at Ofer Holdings, which holdsapprox. 9.75% of the Bank's share capital, has been amended sothat Ms. Liora Ofer was registered as the owner of the shares held by the Deceased at Ofer Holdings (which constituteapprox. 36.67% of Ofer Holdings' share capital), in effect as of August 15th, 2018. Therefore, the holdings rate at Ofer Holdings at this time is: approx. 51.67% by Liora Ofer; 15% by Doron Ofer; 33.33% by L.Y.N. (Holdings) Ltd.

Respectfully,

Ofer Brothers Holdings (1989) Ltd