Bank Hapoalim B M : Immediate Report on Changes in 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 076	Transmitted via Magna 21/04/2021
www.isa.gov.il	www.tase.co.il	(Public)	Reference: 2021-01-067644

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

Regulation 33(b) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Note: This form is intended for reporting any change in the holdings of securities of the reporting corporation only. For reporting any change in the holdings of securities of a held company

of the reporting corporation if its activity is material to the activity of the reporting corporation, Form Tav 121 should be used.

1. 1. Corporation Name / Family Name and First Name of the Holder: Arison Holdings (1998) Ltd.

Corporation Name / Family Name and First Name of the Holder in English as recorded at the Registrar of Companies or in the Passport: Arison Holdings (1998) Ltd.

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

Identification Number of the Holder: 512705153

Category of the Holder: An Interested Party that does not qualify for any of the other definitions

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

Name of the Controlling Party of the Interested Party Ms. Shari Arison

Identifying Number of the Controlling Party of the Interested Party 064767437

Citizenship / Country of Incorporation or Registration: Incorporated in Israel

Country of Citizenship / Incorporation or Registration: ______________

Number of Security on the Stock Exchange: 662577

Name and Type of Security: BNHP O.S.

Nature of the Change: Decrease _______following off- market sale

_________

Note: Buying or selling of shares on the Stock Exchange by way of a compliant transaction, as defined in Part Three of the Rules of the Stock Exchange, will be classed as an off- market transaction, by making disclosure thereof in the free text field to the effect that the transaction was executed in this way.

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Is it about a change in one transaction or a number of transactions (cumulative change): One transaction

Date of the Change: 20/04/2021

Transaction Price: 2,550 Currency Ag.

Are they dormant shares or securities convertible into dormant shares: No

Balance (in the quantity of securities) in the most recent report: 210,543,761

Percentage holding of the total of the securities of the same class in the most recent report: 15.74%

Change in the quantity of the securities: -58,850,000

Present balance (in the quantity of securities): 151,693,761

Present percentage holding of the total of the securities of the same class: 11.34 %

Percentage holding after the change: As to capital: 11.34% As to voting power: 11.35%

Explanation: Percentage of holding after the change does not relate to convertible securities

Percentage holding after the change fully diluted: As to capital: 11.34% As to voting power: 11.34%

Note No. ______

Note: If a value of increase was chosen due to a forced purchase of borrowed securities or a value of decrease due to a forced sale of borrowed securities then they are borrowed securities which were not returned to the lender and accordingly, the act of borrowing was transformed into a forced purchase and the act of lending into a forced sale.

No. Note

1 According to notification by Arison Holdings (1998) Ltd. (hereinafter: "Arison Holdings") which

was received by the Bank: According to which Arison Holdings complied with the undertaking of foreign investment banks to execute an off- market transaction for the sale of shares as detailed above.

In the framework of the sale Arison Holdings is expected to pay a success fee to the investment banks through whom the transaction is executed.

The sale is effected in accordance with the provisions of the permit of the Bank of Israel for holding means of control over the Bank dated 3rd September, 2018 (for further details about the provisions of the holding permit, see the immediate report of the Bank of 4.9.2018).

It is to be noted that in this framework Arison Holdings undertook vis à vis the investment banks through whom the sale was executed, that it will refrain, among other things, from offering or selling the balance of the shares of the Bank that remain in its ownership, for a period of 90 days from the completion date of the transaction, without the agreements of the investment banks or on terms prescribed in the agreement.

It is clarified that the extent of Arison Holdings' holdings of the voting power mentioned in the form above, was calculated with reference to the number of shares held by it and was not reduced pursuant to the provisions contained in the holding permit granted to Ms. Arison, according to which from the date of entry into force of the permit Arison will not vote on the strength of the voting rights in excess of 5% of the means of control over the Bank.

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1. Was all of the consideration paid on the date of the change No
   If not all of the consideration was paid on the date of the change, please state the date on which the payment was completed: The consideration will be paid on the settlement date of the transaction which is expected in the coming days.
2. If the change is by way of signing the letter of loan, please state particulars regarding the way in which the loan is terminated:

____________

Explanation: The percentages of the holding should be stated taking into account all of the securities held by the interested party.

1. The date and the time of day when the Corporation first learned of the event or the matter 20/04/2021 at 23:51 pm.
2. Particulars of the actions which precipitated the change ___________

Particulars of the signatories authorized to sign on behalf of the Corporation:

	Name of Signatory	Job Title
1	Elinor Hooley	Other
		Head of the Information Systems and Processes Department
2	Menachem Barash	Other
		Head of the Trading and Issues Operations Section

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (5730-1970), a report filed pursuant to these Regulations should be signed by the persons authorized to sign on behalf of the Corporation. ISA Staff position on the subject can be found on the ISA website: Press here.

Signed on 21.4.2021

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference):

2018-01-082039

The securities of the Corporation are listed for trading on the Tel Aviv Stock Exchange Date on which the structure of the form was updated: 20/04/2021

Abbreviated Name: Poalim

Address: POB 27, Tel Aviv 6100001 Telephone: [phone] 3333, Fax: [phone]

Electronic Mail: [e-mail] Website: http://www.bankhapoalim.co.il

Previous names of reporting entity:

Name of Electronic Reporter: Bloch Gilad, His Job Title: Secretary of the Bank, Name of Employing Company:

Address: Yehuda Halevy 63, Tel-Aviv 6578109 Telephone: [phone] Fax: [phone],

Electronic Mail:[e-mail]

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