Bank Hapoalim B M : Regarding Report on Material Holders of Means of Control of the Shares of the Bank

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 121 Transmitted via Magna 07/04/2021
www.isa.gov.il	www.tase.co.il	(Public) Reference: 2021-01-058971

Immediate Report

Explanation: This form should not be used when there is a form

appropriate to the reported event.

Results of an issue should be reported on Tav 20 and not on this form.

A report on the rating of bonds or the rating of a corporation

should be filed under Form Tav 125.

Nature of the Event: Report on Material Holders of Means of Control of the Shares of the Bank

Reference numbers of previous reports on the subject: _____________________________

Attached is a report on material holders of means of control of the shares of Bank Hapoalim B.M. pursuant to Regulation 33(d) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970.

Attached is file Report on material holders of means of control 2021 - isa.pdf

The company is not an enveloping company as defined in the TASE Rules and Regulations

The date and time when the corporation first learned of the event: 07/04/2021 at 08:00 am

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

	Name of Signatory	Job Title
1	Alex Shapiro	Other
		Head of Securities Operations Department
2	Orit Langer	Other
		Deputy Head of Securities Operations and Trading in Israel
		Department

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

Date Signed: 7.4.2021

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

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

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Date on which the structure of the form was updated: 03/03/2021

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: Gilad Bloch, 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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LIST OF MATERIAL HOLDERS OF MEANS OF CONTROL ("MATERIAL HOLDERS") PURSUANT TO

REGULATION 33 (D) OF THE SECURITIES (PERIODIC AND IMMEDIATE REPORTS) REGULATIONS, 5730-1970

OF THE SHARES OF BANK HAPOALIM B. M. ("THE BANK") AS OF 31.3.2021 (STOCK EXCHANGE SECURITY NO. 662577)

Holder's Name and	Quantity of	Quantity of	Percentage	Percentage	Controlling Parties of the Holder
Identification	Shares as of	Shares as of	Holding of	Holding of
Number	31.3.20	31.3.21	Capital as of	Voting Power
			31.3.21	as of
			(Percentage	31.3.21
			Holding of	(Percentage
			Capital Fully	Holding of
			Diluted)	Voting Power
				as of 31.3.20
				Fully Diluted)

SHAREHOLDERS HOLDING 5% OR MORE OF THE SHARES OF THE BANK

Arison	210,543,761	210,543,761	15.74%	15.76%	Ms. Shari Arison, I. D. 064767437.
Holdings Ltd.			(15.74%)	(15.74%)
512705153					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.
					The holding of Arison Holdings of the voting power 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 in this report was also not increased. For details about the provisions of
					the Holding Permit, see the Immediate Report of the Bank of 4.9.2018 (Reference
					No. 2018-01-082039).

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Phoenix Holdings Ltd.	83,126,819	96,530,273	7.22%	7.23%	Belenus Lux S.a.r.l ("Belenus") company number B234.618 is a corporation
520017450 and			(7.22%)	(7.22%)	established in Luxembourg.
Excellence Investments					The controlling parties of Belenus are: CPP III Cayman GP Ltd., Matthew Botein,
Ltd.					Lewis (Lee) Sachs.
5120041989
					Phoenix Holdings Ltd. holds indirectly 100% of Excellence Investments Ltd.
					("Excellence") and accordingly the stated percentage holding of the shares of the
					Bank also includes the holdings of Excellence. The percentage holding of Excellence
					of the shares of the Bank as of 31.3.2021 stands at 2.69% of the capital and voting
					rights.
					On 28.2.21 the merger of Hellman-Aldoubi Investment House Ltd. ("Hellman-
					Aldoubi") into The Phoenix Holdings Ltd. was completed and accordingly the data
					regarding the holdings of The Phoenix group as of the reporting date also include the
					holdings of Hellman-Aldoubi.
Clal Insurance	84,602,704	93,857,455	7.02%	7.03%	Clal Insurance Enterprises Holdings is a public company. Its securities are listed for
Enterprises Holdings			(7.02%)	(7.02%)	trading on the Tel Aviv Stock Exchange Ltd. Particulars of the interested parties
Ltd.					therein are published in its reports.
520036120
Harel Insurance	66,453,723	83,563,109	6.25%	6.26%	The controlling parties of Harel Insurance Investments & Financial Services ("Harel
Investments &			(6.25%)	(6.25%)	Investments") are: Yair Hamburger I. D. 007048674, Gideon Hamburger I. D.
Financial Services Ltd.					007048663 and Nurit Manor I. D. 051171312 ("the Shareholders"), who together
520033986					hold approximately 46.49% of the shares of Harel Investments mainly through
					G.Y.N. Economic Counselling and Investment Management 2017, a limited
					partnership wholly controlled and owned by the Shareholders, which they hold as
					limited partners, through private companies wholly owned by them. The rest of the
					shares of Harel Investments are held by the public.
Meitav Dash	51,623,428	74,054,381	5.54%	5.54%	The controlling parties of Meitav Dash Investments are:
Investments Ltd.			(5.54%)	(5.54%)
520043795					1. Mr. Eli Barkat I. D. 058368143 through BRM Finances Ltd. The ultimate
					shareholders of BRM Finances are Mr. Eli Barkat I.D. 058368143 who also holds in
					trust the shares of Mr. Nir Barkat I.D. 056092430 and Mr. Yuval Richbi I.D.
					058142431.
					2. Mr. Avner Stepak I.D. 027378058 who holds the shares of Meitav Dash directly
					and through Maya Holdings (Ye'elim) Ltd. and other companies controlled by him.

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SHAREHOLDERS HOLDING BETWEEN 2.5% AND 5% OF THE SHARES OF THE BANK

Migdal Insurance &	64,774,911	65,494,949	4.90%	4.90%	Eliyahu 1959 Ltd. ("Eliyahu"), Corporation No. 52-002985-1 holds through Eliyahu
Financial Holdings Ltd.			(4.90%)	(4.90%)	Hanpackot Ltd. ("Eliyahu Hanpackot"), a wholly owned subsidiary company,
520029984					approximately 68.46% of the issued and paid-up share capital of Migdal Insurance &
					Financial Holdings Ltd. The shareholders of Eliyahu are: Mr. Shlomo Eliyahu I. D.
					043661602, who holds 25.14% of the capital and 98% of the management shares,
					Ms. Haya Eliyahu I. D. 004107157, who holds 0.02% of the capital and 2% of the
					management shares, Shlomo Eliyahu Holdings Ltd., holding 61.7% of the capital,
					Eliyahu Brothers Trust & Investments Company Ltd. holding 13.14% of the capital.
					The shareholders of the company Shlomo Eliyahu Holdings Ltd. are Mr. Shlomo
					Eliyahu who holds 83.31 % and Ms. Haya Eliyahu who holds 16.69%. The sole
					shareholder of the company Eliyahu Brothers Trust & Investments Company Ltd. is
					Shlomo Eliyahu Holdings Ltd. the shareholders of which are Mr. Shlomo Eliyahu
					and Ms. Haya Eliyahu as set forth above.
Menora Mivtachim	62,994,626	63,292,050	4.73%	4.74%	Menora Mivtachim Holdings Ltd. ("Menora Mivtachim") is a public company
Holdings Ltd.			(4.73%)	(4.73%)	whose shares are traded on the Tel Aviv Stock Exchange. The controlling parties are
520007469					Palamas Establishment and Najaden Establishment (foreign corporations) and are
					held in trust on behalf of Tali Griffel and Niva Gurevich, respectively, and they
					together hold approximately 61.86% of the shares of the company. The balance of the
					shares of Menora Mivtachim are held by the public.
Psagot Investment	51,016,625	50,085,905	3.75%	3.75%	1. The funds Apax Europe VII - A L. P., Apax Europe VII - B L. P. and Apax
House Ltd			(3.75%)	(3.75%)	Europe VII - 1 L. P. (together: "the Apax Europe VII Funds") being foreign
513767079					investment funds, hold indirectly and cumulatively the entire share capital (100%) of
					Psagot Investment House (through Himalaya AP.PS Ltd. and various holding
					companies that are, indirectly, controlled, managed and/or advised by Apax Partners
					Europe Managers Ltd. ("APEM")). Pursuant to management agreements between the
					Apax Europe VII Funds and APEM, APEM was appointed as investment manager of
					the Apax Europe VII Funds with respect to various investments, including Psagot.
					The shareholders of APEM are Messrs. Martin Halusa and Nico Hansen (who are
					also members of the board of directors of APEM) (together "the Controlling
					Parties"). Each one of Messrs. Martin Halusa and Hansen holds 50% of the share
					capital and the voting rights in APEM. The Controlling Parties (through APEM and
					said management structure of the Apax Europe VII Funds) are entitled to make all
					the decisions in the management of the said investments on behalf of the Apax
					Europe VII Funds. It should be noted that the holding and management structure
					described above is essentially regulated by a set of various agreements between

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