Menora Mivtachim : 2023 Q3 Financial Report - translated version

Menora

Mivtachim

Interim Financial Statements

As of September 30, 2023

Menora Mivtachim Holdings Ltd.

IMPORTANT

This document is an unofficial translation for convenience only of the Hebrew original of the September 30, 2023, financial report of Menora Mivtachim Holdings Ltd. that was submitted to the Tel-Aviv Stock Exchange and the Israeli Securities Authority on November 30, 2023.

The Hebrew version submitted to the TASE and the Israeli Securities Authority shall be the sole legally binding version.

The translated report features the Report of the Board of Directors and Financial Statements; the full report is published in Hebrew.

Interim Financial Statements

As of September 30, 2023

Chapter A: Report of the Board of Directors

Chapter B: Report on the Effectiveness of Internal Control over Financial Reporting and Disclosure

Chapter C: Financial Statements

ChapterD:PresentationofFinancialDatafromthe FinancialStatementsAttributable to the Company

Chapter E: Appendices

Menora

Mivtachim

Chapter A:

Report of the Board of Directors

Table of Contents

1.	Company description	1
	1.1	The Company's shareholders	1
	1.2	The Company's areas of activity………………………………………………………………………………. 2
2.	Events and developments since the latest annual report	3
	2.1	The Iron Swords War - consequences and effects……………………………………………………..3
	2.2	Rating reiteration	6
	2.3	Appointment of a director and a subsidiary CEO	6
	2.4	The legal reform	6
	2.5	Dividend distribution	6
	2.6	Dividend from subsidiaries	7
	2.7	Rating - subsidiaries	7
	2.8	End of tenure of an ED	7
	2.9	Extraordinary meeting	7
	2.10	Appointment of Orly Yarkoni	7
	2.11	Investment in Manor Fund	8
	2.12	Consequences of the situation in capital markets	8

1. Extension of the term of the Company and second-tier company's shelf prospectus..9
2. Issuance of Series H…………………………………………………………………………………………………..9

	2.15	Collective long-term care insurance - Leumit Health Services	10
	2.16	Legal proceedings	10
3.	The financial position	11
	3.1		Main data from the financial statements	11
4.	Economic solvency regime based on Solvency II of an insurance company	13
5.	Operating results	18
	5.1	Consolidated statement of income data	18
	5.2	Insurance premiums earned, gross	19

	5.3	Comprehensive income (loss) from operating segments during the reporting period…20
	5.4	Changes in the operating results	21
	5.5	Financial information by operating sement	24
6.	Restrictions on and supervision of the corporation's business	44
	6.1	Legal provisions applicable to the Group as a whole	44
	6.2	Circulars and draft regulations pertaining to investments of institutional entities ..	44
7.	Developments in the macroeconomic environment	54
	7.1 The capital market - developments in the macroeconomic environment	54
	7.2 General environment and effect of external factors on the corporation's activity	54
	7.3	Bonds and equities markets	56
	7.4	Events subsequent to the balance sheet date	57
8.	Cash flow	59
9.	Financing resources	60
11. Disclosure on the financial statements' approval process in the Company	61
12. Details regarding the corporation's bonds	63
13.	Reporting critical accounting estimates	63
14.	Internal Control over Financial Reporting and Disclosure………………………………………………… 63
15.	Events subsequent to the balance sheet date	64
	15.1 Extraordinary annual general meeting	64

Menora Mivtachim Holdings Ltd.

Report of the Board of Directors

as of September 30, 2023

The following Report of the Board of Directors reviews the activity of Menora Mivtachim Holdings Ltd. (hereinafter - the "Company") for the nine months ended September 30, 2023 (hereinafter - the "Reporting Period"). The report was prepared in accordance with the Securities Regulations (Periodic and Immediate Reports), 1970, assuming that the reader also has at his/her disposal the Company's full 2022 periodic report, which was published on March 29, 2023 (hereinafter - the "Periodic Report"). With regard to the description of the businesses of the insurers consolidated in the Company's reports, the report was prepared pursuant to the Supervision of Insurance Business Regulations (Reporting), 1998, and in accordance with the circulars issued by the Commissioner of the Capital Market, Insurance and Savings Authority (hereinafter - the "Commissioner").

Part A - The Board of Directors' Explanations for the State of the Corporation's Business

1. Company description

1.1 The Company's shareholders

The Company is a publicly-traded company, whose shares are traded on the Tel Aviv Stock Exchange. The Company's principal shareholders are Palamas Establishment and Najaden Establishment (foreign corporations), which hold jointly in trust 63.25%1 of the Company's shares for Mss. Niva Gurevitch and Tali Griffel, respectively. The foreign corporations awarded Ms. Tali Griffel and Ms. Niva Gurevitch powers of attorney to vote on behalf of each of them (respectively) at general meetings of the Company, and accordingly Ms. Tali Griffel and Ms. Niva Gurevitch are considered as the Company's controlling shareholders (hereinafter - the "Controlling Shareholders"). As of the report date, the Company's CEO, Mr. Ari Kalman, holds - through an employee trust company - 2.77%2 of the Company's shares. The remaining Company shares are widely held.

1. Taking into consideration the number of dormant shares that were acquired as part of the share buyback plan (as described in Section 1.2.5 to the Report of the Board of Directors chapter of the Periodic Report).
2. See comment 1 above.

A - 1

1.2 The Company's areas of activity

As of the report date, the Company is engaged, through subsidiaries under its control, in all of the key insurance segments, including life insurance and long-term savings, which includes pension and provident funds, property and casualty insurance, which includes motor insurance (compulsory and property), other property and casualty insurance and health insurance. The Company is also engaged, through subsidiaries under its control, in other activities (which do not constitute an "operating segment" as this term is defined in the Securities Regulations (Details of a Prospectus and Draft Prospectus - Structure and Format), 1969), such as the provision of securities distribution services and underwriting obligations, investments in real estate, financing and credit to SMEs, and provision of an undertaking for repayment of means of payments, through associates.

In addition, the Group holds a control stake and/or means of control in various insurance agencies, through Menora Mivtachim Agencies Ltd. (which is wholly- owned and controlled by the Company), and through subsidiaries of Shomera Insurance Company Ltd. (hereinafter - "Shomera").

For a description of the Group's areas of activity, please see Section 1.3 in the chapter entitled Description of the Corporation's Business in the Periodic Report.

A - 2

2. Events and developments since the latest annual report

2.1 The Iron Swords War - consequences and effects

On October 7, a surprise attack was launched on the State of Israel from the Gaza Strip, following which the Israeli government declared a state of war (hereinafter - the "Iron Swords War" or the "War"). In view of the above and further to the letters issued on October 17 and November 8, 2023 by the Commissioner of the Capital Market, Insurance and Savings Authority (hereinafter - the "Commissioner") to the Group's institutional entities regarding "Guidelines to Institutional Entities in View of the Iron Swords War" and "The Effects of the Iron Swords War on the Financial Statements, respectively, and further to points of emphasis published by the Israel Securities Authority to reporting corporations regarding a disclosure in connection with the Iron Swords War, the Boards of Directors of the Company and the Group's institutional entities held a meeting, as part of which, among other things, they analyzed the potential exposure to the effects of the War, and discussed the business continuity plan, the Company's preparedness to emergency scenarios, and the tools through which the Company can mitigate the risk, including from a financial perspective.

Set forth below are the details of the main effects:

On the operational level:

Upon the outbreak of the War, Group companies took action to facilitate remote work for most of their employees, with an emphasis on continuous provision of services to customers and employers in connection with essential process, specifically those listed in the Commissioner's letter, while monitoring different business parameters through relevant reporting mechanisms; enhancing the capability to provide services through digital channels - all, to the extent possible, while ensuring work safety, and mitigating the risks of remote working, including cyber and information security risks, and refreshing the business continuity procedures.

On the insurance level:

Life insurance and long-termsavings- most of the exposure in this segment stems from life insurance, permanent health insurance, and disability insurance. The Group has in place reinsurance coverage for catastrophe events, which is intended to absorb some of the exposure; in the opinion of the Group, based on the information available to date, the effect in retention is in the range of NIS 30-40 million, pre-tax. Furthermore, it should be noted that due to potential adverse

A - 3

effects of the War on the labor market, and specifically an increase in unemployment rate, there may be a decline in contributions and an increase in withdrawals from pension savings in the future.

Health insurance (including long-termcare insurance)- the exposure as a result of the War on the health and long-term health insurance operating segment is not expected to be material.

Property and casualty insurance- generally, damage to property due to the War is not covered by property insurance policies, and therefore, the exposure due to the War is not expected to be material. Furthermore, the War may have a positive effect on this segment. According to a preliminary assessment, an immaterial positive effect is expected.

On the financial level:

Assets under management- the Iron Swords War triggered declines in capital markets (both in share prices and in bond prices), which moderated in November 2023. As a result of the above, the value of the Group's nostro assets and assets under management did not decline. The amount of the income from nostro investments immediately prior to the report publication date is immaterial.

Changes in the risk-freeinterest and the illiquidity premium- as a result of the War there was an increase in the risk-free interest and the illiquidity premium, and consequently there was a decrease in insurance liabilities. The decrease in liabilities immediately prior to the financial statements publication date amounts to approx. NIS 110 million before tax. For information about the impact of the War on the solvency ratio as of June 2023, see the Solvency Report attached as an appendix to the financial statements, and Section 7 below "Developments in the macroeconomic environment".

In the regulatory environment:

On October 23, 2023, the Commissioner published a number of directives regarding regulatory changes and expedients that will apply during the War, whose objective is, among other things, to facilitate the activity of the institutional entities, and in particular the investment activity of institutional entities (in order, among other things, to facilitate the activity of the capital market), and in order to support those entities' customers.

Thus, among other things, with respect to investments, expedients were provided regarding analyses in connection with the acquisition of corporate bonds, while giving the option to acquire bonds even without an up-to-date economic analysis as

A - 4