Bank Hapoalim B M : Immediate report regarding the Inventory of the Holdings of Interested Parties and Senior Office Holders

The following is an unofficial translation of the Hebrew report and has been prepared for convenience only.

In case of any discrepancy, the Hebrew version prevails.

מ"עב םילעופה קנב

Bank Hapoalim B.M.

Number with the Registrar: 520000118

To: Securities Authority	To: Tel Aviv Stock Exchange Ltd.	Tav 077	Transmitted Via Magna: 07/04/2021
www.isa.gov.il	www.tase.co.il	(Public)	Reference: 2021-01-058860

Immediate Report on the Inventory of the Holdings of Interested Parties and Senior Office Holders

Regulation 33(c) and (d) of the Securities (Periodic and Immediate Reports)

Regulations, 5730-1970

Reference numbers of previous reports on the subject: _________ __________ _________

Following is an inventory correct as of 31/03/2021:

1. Of the interested parties of the Corporation (including the CEO and directors and including any other employee who holds five per cent. or more of the issued share capital of the Corporation or of the voting power therein):

Holder	Name of Holder	Name, Type and	Up-to-Date	Percentage of	Percentage of
Number		Series of	Quantity of	Holding		Holding
		Security	Securities			(Fully Diluted)
				%Capital %Voting	%Capital	%Voting
1	Arison Holdings (1998) Ltd.	BNHP O.S.	210,543,761	15.74	15.76	15.74	15.74
2	Bank Hapoalim B.M.	BNHP O.S.	1,455,368	0.11	0.00	0.11	0.00
3	Dov Kotler	BNHP O.S.	1,806	0.00	0.00	0.00	0.00
4	Clal Insurance Enterprises	BNHP O.S.	2,064,967	0.15	0.15	0.15	0.15
	Holdings Ltd. - Nostro
5	Clal Insurance Enterprises	BNHP O.S.	91,792,488	6.86	6.87	6.86	6.86
	Holdings Ltd. - Provident
	Funds
6	Clal Insurance Enterprises	Subordinated
	Holdings Ltd. - Provident	Notes Series E	3,327	0.00	0.00	0.00	0.00
	Funds
7	Phoenix Holdings Ltd. -	BNHP O.S.	2,585,351	0.19	0.19	0.19	0.19
	Nostro
8	Phoenix Holdings Ltd. -	Subordinated
	Nostro	Notes Series E	106	0.00	0.00	0.00	0.00
9	Phoenix Holdings Ltd. -	BNHP O.S.	217,331	0.02	0.02	0.02	0.02
	Insurance Participating in
	Profits
10	Phoenix Holdings Ltd. -	BNHP O.S.	57,723,738.66	4.32	4.32	4.32	4.32
	Provident Funds
11	Phoenix Holdings Ltd. -	Subordinated	900	0.00	0.00	0.00	0.00
	Provident Funds	Notes Series E

1

12	Excellence Investments Ltd.	BNHP O.S.		2.69	2.70	2.69	2.69
			36,003,852.83
13	Harel Insurance Investments	BNHP O.S	2,007,275	0.15	0.15	0.15	0.15
	& Financial
	Services Ltd. - Nostro
14	Harel Insurance Investments	Poalim Capital	2,000,000	0.00	0.00	0.00	0.00
	& Financial	Notes Series C
	Services Ltd. - Nostro
15	Harel Insurance Investments	Subordinated	15	0.00	0.00	0.00	0.00
	& Financial	Notes Series E
	Services Ltd. - Nostro
16	Harel Insurance Investments	BNHP O.S.	23,446,327.00	1.75	1.76	1.75	1.75
	& Financial
	Services Ltd. -Mutual Funds
17	Harel Insurance Investments	Subordinated	185	0.00	0.00	0.00	0.00
	& Financial	Notes Series E
	Services Ltd. -Mutual Funds
18	Harel Insurance Investments	BNHP O.S.		4.35	4.35	4.35	4.35
	& Financial		58,109,507
	Services Ltd. - Provident
	Funds
19	Harel Insurance Investments	Subordinated		0.00	0.00	0.00	0.00
	& Financial	Notes Series E	2,008
	Services Ltd. - Provident
	Funds
20	Meitav Dash Investments	BNHP O.S.		3.56	3.57	3.56	3.56
	Ltd. - Mutual Funds		47,665,200
21	Meitav Dash Investments	BNHP O.S.		1.97	1.98	1.97	1.97
	Ltd. - Provident Funds		26,389,181
22	Meitav Dash Investments	Poalim Capital		0.00	0.00	0.00	0.00
	Ltd. - Provident Funds	Notes Series C	8,580,000
23	Meitav Dash Investments	Subordinated		0.00	0.00	0.00	0.00
	Ltd. - Provident Funds	Notes Series E	1,600
				Total Percentage of	Total Percentage of
				Holding		Holding
						(Fully Diluted)
				% Capital % Voting	%Capital	%Voting
				41.86	41.82	41.86	41.75

1. Senior office holders of the Corporation (except for the CEO and directors, and except for any other employee who holds five per cent. or more of the issued share capital of the Corporation or of the voting power therein):
2. • Do not hold any securities of the Corporation.

• Following is an inventory of the holdings of senior office holders of the Corporation:

2

Holder	Name of Holder	Name, Type and	Up-to-Date	Percentage of	Percentage of
Number		Series of	Quantity of	Holding	Holding
		Security	Securities						(Fully Diluted)
					%Capital %Voting	%Capital		%Voting
24	Amit Oberkovich	BNHP O.S.	826		0.00		0.00		0.00	0.00
25	Yael Almog	BNHP O.S.	30,243		0.00		0.00		0.00	0.00
26	Amir Bachar	BNHP O.S	35,390		0.00		0.00		0.00	0.00
27	Eti Ben - Zeev	BNHP O.S.	74,953		0.01		0.01		0.01	0.01
28	Tsahi Cohen	BNHP O.S.	228,770		0.02		0.02		0.02	0.02
29	Guy Kalif	BNHP O.S.	140,520		0.01		0.01		0.01	0.01
30	Yadin Antebi	BHNP O. S.	225,670		0.02		0.02		0.02	0.02
31	Dalit Tova Raviv	BNHP O.S.	40,327		0.00		0.00		0.00	0.00
32	Golan Scherman	BHNP O. S.	39,155		0.00		0.00		0.00	0.00
33	Zeev Hayo	BHNP O. S.	120,752		0.01		0.01		0.01	0.01
34	Gilad Bloch	BHNP O. S.	3,974		0.00		0.00		0.00	0.00
35	Asaf Azulay	BHNP O. S.	13,485		0.00		0.00		0.00	0.00
					Total	Percentage of		Total Percentage of
					Holding		Holding
										(Fully Diluted)
					% Capital % Voting		% Capital % Voting
					0.07		0.07		0.07		0.07

Explanations:

1. Holding other securities should also be reported, including other securities unlisted for trade.
2. If the interested party holds more than one type of securities of the Corporation, the percentage of holding (including on a fully diluted basis) on account of all the securities held by him should be specified in a single line.
3. In this form the inventory of the holdings of all the interested parties should be specified, including those in which no change in their holdings has occurred.
4. Where the interested party is a held company with material activity as to the activity of the Corporation, the holdings should be split into shares acquired prior to the entering into force of the Companies Law, 5759- 1999, and which confer rights as to capital and to voting, and shares acquired after its entering into force, and they are dormant shares.
5. If the interested party is a corporation, the first name of the ultimate individual controlling party/ies of such corporation should be specified. If there is no controlling party of the interested party, the particulars of the interested party/ies therein should be specified.
6. If a senior office holder holds five per cent. or more of the issued share capital of the Corporation or of the voting power thereof, his holdings should be specified in the table of holdings of "interested parties" as specified in Clause A. above.
7. If the interested party or the senior office holder also holds securities of a held company of such interested party or senior office holder, if its activity is material to the activity of the Corporation, the holdings of such interested party or senior office holder should be specified in the field "Notes" which appears in the framework of the particulars of the holder.

3

Holder's Name

Arison Holdings (1998) Ltd.

Holder's Name in English as it appears in the passport

Arison Holdings (1998) Ltd.

Holder's No.: 1

Category of the Holder: An interested party that does not comply with any of the other definitions

Category of Identification Number: Number with the Registrar of Companies in Israel

Identification Number: 512705153

Controlling Party of the Holder:

Ms. Shari Arison, holder of Israeli citizenship, (Israeli Identity Document 064767437).

Citizenship / Country of Incorporation or Registration: Incorporated in Israel

Country of Citizenship / Incorporation or Registration: _______________________

Does the holder serve as representative for the purpose of reporting of a number of shareholders who together with him hold securities of the Corporation No

Is the holder at liberty to report the change in the holding on a cumulative basis: Yes

Explanation: Those who are obliged to report any change in holding in accordance with Regulation 33 of the

Periodic and Immediate Reporting Regulations are: An interested party who is the Corporation, a corporation controlled by the Corporation, a controlling party or a senior office holder of the Corporation.

Are the shares held dormant shares No

Number of security on the stock exchange: 662577

Balance specified in previous aggregated report (quantity of securities): 210,543,761

Change in the quantity of the securities: 0.00

Explanation: If a decrease in number is reported, a negative value should be specified, namely the "-" sign.

Maximum percentage holding of the holder of the security for the period of the report: 15.74%

Minimum percentage holding of the holder of the security for the period of the report: 15.74%

Explanation: A maximum and a minimum percentage holding for the period commencing on the validity date of the previous inventory report, should be given by each one of the members of an institutional reporting group, the data as to the control by or under the management of an interested party, who held and/or hold securities on behalf of the interested party.

Notes:

1. Eternity Holdings One Trust and Eternity Four-A Trust ("the Trusts") hold 30% and 70% respectively of the shares of Arison Holdings (1998) Ltd. ("Arison Holdings"). The trustees of Eternity Holdings One Trust are The Northern Trust Company of Delaware and Fides VE LLC and the trustees of Eternity Four-A Trust are The Northern Trust Company of Delaware and Braiden Services LLC. Ms. Shari Arison is the principal beneficiary of the Trusts and she shall have the sole discretion to vote at shareholders' meetings of Arison Holdings by virtue of powers of attorney given to her by the trustees. The powers of attorney were given with the intention of not revoking them so long as Arison Holdings holds shares of the Bank.

2. It is clarified that the extent of the holding of Arison Holdings of the voting power mentioned in this form above, was calculated relative to the total number of shares held by it and was not reduced pursuant to the provision in the Holding Permit received by Ms. Arison from the Bank of Israel, according to which from the inception date of the Permit Arison will not vote on the strength of the voting rights in excess of 5% of the means of control of the Bank. Accordingly, the extent of the holdings of voting rights of the rest of the holders was also not increased. For details about the provisions of the Holding Permit, including pertaining to the period during which it will be possible for Arison to sell her holdings in the Bank in excess of 5%, see the Immediate Report of the Bank of 4.9.2018 (Reference No. 2018-01-082039).

4

Holder's Name

Bank Hapoalim B.M.

Holder's Name in English as it appears in the passport

Bank Hapoalim B.M.

Holder's No: 2

Category of the Holder: The reporting corporation

Category of Identification Number: Number with the Registrar of Companies in Israel

Identification Number: 520000118

Controlling Party of the Holder:

The Bank is a banking corporation without any core of control

Citizenship / Country of Incorporation or Registration: Incorporated in Israel

Country of Citizenship / Incorporation or Registration: ___________________________

Does the holder serve as a representative for the purpose of reporting of a number of shareholders who together with him hold securities of the Corporation No

Is the holder at liberty to report the change in the holding on a cumulative basis: No

Explanation: Those who are obliged to report any change in holding in accordance with Regulation 33 of the

Periodic and Immediate Reporting Regulations are: An interested party who is the Corporation, a corporation controlled by the Corporation, a controlling party or a senior office holder of the Corporation.

Are shares held dormant shares Yes

Number of the security on the stock exchange: 662577

Balance specified in previous aggregated report (quantity of securities): 1,479,008

Change in the quantity of the securities -23,640

Explanation: If a decrease in number is reported, a negative value should be specified, namely the "- "sign.

Maximum percentage holding of the holder of the security for the period of the report: 0.11%

Minimum percentage holding of the holder of the security for the period of the report: 0.11%

Explanation: A maximum and a minimum percentage holding for the period commencing on the validity date of the previous inventory report, should be given by each one of the members of an institutional reporting group, the data as to the control by or under the management of an interested party, who held and/or hold securities on behalf of the interested party.

Notes:

As aforesaid, there is no controlling party of the Bank. Particulars of the interested parties of the Bank are specified in this inventory.

Holder's Name

Dov Kotler

Holder's Name in English as it appears in the passport

Dov Kotler

Holder's No: 3

Category of the Holder: Director/CEO

Category of Identification Number: Number of Identity Document

Identification Number: 054010483

Controlling Party of the Holder: Not relevant

Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship

Country of Citizenship / Incorporation or Registration: ___________________________

5