Phoenix : Convening an Annual General to be held on July 4th 2023

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The Hebrew immediate report is the binding report-

	31 May, 2023
The Phoenix Holdings Ltd.
("the Company")
To:	To:
The Israel Securities Authority	The Tel Aviv Stock Exchange Ltd.
22 Kanfei Nesharim Street	2 Achuzat Bayit Street
Jerusalem	Tel-Aviv

Re: Immediate Report on Convening the Annual General Assembly for the Company's Shareholders

In accordance with the Companies Law, 5759-1999 (the "Companies Law"), with the Securities (Period and Immediate Reports) Regulations, 5730-1970 (the "Reports Regulations"), with the Companies (Notice and Ad on a General Assembly and a Type Assembly in a Public Company and Adding a Topic to the Agenda) Regulations, 5760-2000 (the "Notice and Ad Regulations"), a notice is hereby given concerning the convening of the Annual General Assembly of the Company, which shall convene on Tuesday, July 4, 2023 at 17:00 at the Company's offices located at 53 HaShalom Street, Giv'atayim, Floor 20 (the "Company's Offices"), with topics on its agenda as specified below in this report.

1. Topics on the agenda and a summary of the proposed resolutions

1. Presentation and discussion of the financial reports and the Company's BOD Report for 2022
   Presentation and discussion of the financial reports and the Company's BOD Report for the year ending December 31, 2022. It is possible to review the financial reports and the BOD report, which are attached to the Company's Periodic Report for 2022, published on March 23, 2023 (reference number: 2023-01-026428)(the "Periodic Report for 2022") on the Distribution Website of the Securities Authority athttp://www.magna.isa.gov.il/default.aspx(the "Distribution Website") and on the Tel Aviv Stock Exchange Ltd. website athttps://maya.tase.co.il/en/company/767?view=reports
   (the "Stock Exchange Website")
2. Reappointment of the Auditing CPA
   Approval of the reappointment of Kost Forer Gabbay & Kaisierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and authorizing the Company's BOD to determine their wages. For a breakdown of the Auditing CPAs' wages, see Section E (a description of the corporation's businesses) in the Periodic Report for 2022.
   Proposed resolution: "To approve the reappointment of Kost Forer Gabbay & Kaisierer, CPAs, as the Company's Auditing CPAs until the end of the Company's next Annual General Assembly and to authorize the Company's BOD to determine their wages."

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1.3. Appointment of Mrs. Stella Amar Cohen as a Director (not external) of the Company

The appointment of Mrs. Stella Amar Cohen as a Director of the Company starting from the date of convening this meeting and until the end of the second Annual General Meeting, which will be held after the date of appointment.

For the details required under Regulations 26 and 36b(10) of the Reporting Regulations, in connection with Mrs. Stella Amar Cohen, whose tenure is submitted for approval, see Regulation 26 in Part E (Additional Information about the Corporation) of the Periodic Report for 2022. Note that there have been no changes in Mrs. Stella Amar Cohen's details mentioned above since the date of publication of the Periodic Report for 2022.

On 24.08.2022, the Company's Board of Directors appointed Mrs. Stella Amar Cohen as a Director of the Company and her appointment is now submitted for approval of the meeting convened according to this report.1

Note that, pursuant to Section 224b of the Companies Law, Mrs. Cohen has declared that she is fit to serve as a Director and that she also has the necessary qualifications (including her accounting and financial expertise) and the ability to devote the appropriate time to performing her duties, and she has provided the abovementioned qualifications. Mrs. Cohen's declaration is attached herewith in Appendix Aof this report.

Should Mrs. Cohen's appointment be approved by the General Meeting, she shall be entitled, as of the date of her appointment by the Board of Directors, to compensation identical to the compensation paid to external expert directors in the Company pursuant to the Compensation Regulations, based on the Company's classification under the

Compensation Regulations as they will be from time to time.

The Director shall also be entitled to the same indemnity and insurance exemption arrangements as the other senior officers in the Company, and to updates made to them from time to time.

Proposed decision: "To approve the appointment of Mrs. Stella Amar Cohen as a Director of the Company up until the end of the second Annual General Meeting, which will be held after the date of appointment in accordance with the terms specified in the

Notice of Meeting."

2. Summons to Convene the General Assembly, its Date and Execution

The General Assembly shall convene on Tuesday, July 4, 2023 at 17:00 at the Company's Offices located at 53 HaShalom Road, Giv'atayim, Floor 20.

A legal quorum for holding the General Assembly is the presence of at least three (3) shareholders in person or by proxy, holding at least one third (1/3) of the total voting rights in the Company, within half an hour from the date set for commencement of the Assembly.

1 Mrs. Stella Amar Cohen also serves as a Director of the subsidiary, The Phoenix Insurance Company Ltd.

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If no legal quorum is present half an hour after the date set for the commencement of the Assembly, the Assembly shall be postponed for one week to the same time and place, that is, Tuesday, July 11, 2023 at 17:00 (the "Postponed Assembly"). If a legal quorum is not present half an hour after the date set for commencing the Postponed Assembly, then the presence of at least two (2) shareholders, in person or by proxy, will constitute a legal quorum for holding the Postponed Assembly.

3. The Required Majority for Resolutions on the Assembly Agenda

The required majority for approving the resolutions listed in paragraphs 1.2-1.3 above is a simple majority of more than fifty percent (50%) of the votes of the members who are present in the Assembly and who are entitled to vote and have voted therein, without taking into account the abstentions.

4. The Order of the Meeting and Voting

1. The date for determining the shareholders' entitlement to participate and vote in the Assembly
2. 
   The effective date for determining the shareholders' entitlement to vote in the General
   Assembly according to section 182 of the Companies Law and according to Regulation 3 of the Companies' Regulations (Voting in Writing and Position Announcements) Regulations 5766-2005 ("Voting in Writing Regulations") is Tuesday, June 6, 2023 (the "Effective Date").
3. Voting eligibility
4. 
   Any of the Company's shareholders on the Effective Date, whether the shares are listed in their name or whether they hold them by way of a stock-exchange member, is eligible to take part and vote in the Assembly in person or by proxy, by a Voting Paper or through Electronic Voting (as defined below).
5. Proxy for voting
6. 1. 
      The document that appoints a proxy shall be in writing, signed by the appointer or their attorney or when the appointer is a corporation, the power of attorney shall be signed with its accepted stamp and the power of attorney. The proxy-appointment letter and the power of attorney (if they exist) or a copy of such documents approved by a notary shall be deposited at the Company's secretariat at the Company's Offices at least forty eight
   2. hours prior to the date and time of the General Assembly or the Postponed Assembly (as the case may be) for which a letter of appointment was submitted. A submission, as stated, that relates to the Assembly's Effective Date, shall also apply to the Postponed Assembly.
7. Ownership Approval
8. 
   In accordance with the Companies Regulations (Proof of Ownership of Shares for Voting at a General Meeting) 5760-2000, a shareholder of the Company to whom a share is listed with a stock market member and that the share is included in the list of shares in the shareholder register under the Company's name for listings ("Unlisted Shareholder"), shall be entitled to participate in the General Assembly, in person or by proxy, for voting or by a Voting Paper (as defined below) only if he delivers to the Company, before the General Assembly, approval from the stock-exchange member, who has entitlement for the share listed with them concerning his ownership of the Company's shares on the Effective Date, in compliance with the form attached to these regulations ("Ownership Approval"). Alternatively, an Unlisted Shareholder is

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entitled to instruct that their Ownership Approval be transferred to the Company through the Electronic Voting System (as defined below).

An Unlisted Shareholder is entitled to receive Ownership Approval from the stock- exchange member through whom he holds his shares, at the branch of the stock- exchange member or by mail to their address with a delivery charge only, if they request this, and provided that such a request is submitted in advance to a specific securities account.

1. Voting Paper and Position Announcements
   As stated above, a shareholder is entitled to vote in the General Assembly by a Voting Paper, as defined in section 87 of the Companies Law, the wording of which is attached to this report (the "Voting Paper"). The shareholder shall indicate their method of voting on any resolution on the agenda in the Second Part of the Voting Paper.
   The Voting Paper and the Position Announcements, as defined in section 88 of the Companies Law, if available, can be reviewed on the Distribution Website and on the Stock Exchange Website. Any shareholder is entitled to contact the Company directly and get, free of charge, the wording of the Voting Paper and the Position Announcements (if available).
   The stock-exchange member shall send, free of charge, by email, a link to the wording of the Voting Paper and the Position Announcements (if available), on the Distribution Website, to any shareholder of the Company who is not listed in the Company's shareholders' register and whose shares are listed with the same stock-exchange member, unless the shareholder has notified that they do not wish this or that they wish to receive the Voting Papers by mail and to pay for the delivery fee.
   The Voting Paper and the documents that should be attached thereto, as specified on the Voting Paper, should be submitted to the Company's offices (including via registered mail) with the attached Ownership Approval (and for a listed shareholder - with a copy of their ID, passport, or Certificate of Incorporation attached, accordingly) within four
   (4) hours prior to the General Assembly being convened. In this regard, the "Submission Date" is the date and time the Voting Paper was delivered, with its attached documents, to the Company's offices.

The deadline for submitting Position Announcements to the Company by the Company's shareholders is up to ten (10) days prior to the date of the Assembly. The deadline for submitting the BOD's response to the Position Announcements, insofar as such announcements are submitted and the BOD chooses to respond thereto, is up to five (5) days prior to the date of the Assembly.

1. Voting in the Electronic Voting System
   In addition, an Unlisted Shareholder is also eligible to vote by way of an Electronic Voting Paper, which shall be submitted to the Company though the Electronic Voting System in accordance with Mark B of section 7-2 of the Securities Law ("Electronic Voting", "The Electronic Voting System", and the "Electronic Voting Paper", respectively).
   Voting by way of an Electronic Voting Paper shall be permitted from the end of the Effective Date and up to six (6) hours prior to the time the General Assembly is due to convene.
   It should be noted that, in accordance with section 83(D) of the Companies Law, should

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a shareholder vote by more than one method, their most recent vote shall count, while accordingly, a shareholder who votes in person or by proxy, shall be deemed late for the vote via a Voting Paper or an Electronic Voting Paper.

1. 1. Changes to the agenda and a shareholder's request to include a topic in the agenda
      After publication of this report, there may be changes to the agenda, including adding a topic to the agenda and Position Announcements may be published. The updated agenda and the Position Announcements can be reviewed, when published, in the Company's reports on the Distribution Website.
      According to section 66(B) of the Companies Law, a shareholder's request to include a topic on the agenda of the General Assembly shall be submitted to the Company up to seven days from the summons to convene the Assembly (a "Shareholder Request"). Should the BOD find that the topic being requested by the shareholder to be included in the agenda is appropriate for discussion in the General Assembly, the Company shall then draw up an updated agenda and a revised Voting Paper and publish them no later than seven days after the deadline for submitting a Shareholder Request.
2. The Company's Representative
   The Company's representative for handling this report is Adv. Elad Sirkis the Company Secretary, 53 HaShalom Road, Giv'atayim. Tel: [phone]. Fax: [phone]; Email: [e-mail]. Ownership Approvals and/or powers of attorney and/or voting instructions and/or Voting Papers should be sent to Adv. Elad Sirkis, fax number 003- 7332163 or by email to [e-mail]
3. Reviewing the Documents

The full wording of the proposed resolutions concerning the Voting Paper and the Position Announcements (if any exist) can be reviewed at the Company's offices, from Sundays to Thursdays during regular work hours, by prior coordination by calling 03-7332997, up until the time the Assembly is convened.

One or more shareholders, who hold 5% or more shares of the total voting rights in the Company on the Effective Date, as well as anyone who holds a similar percentage of the total voting rights that are not held by a controlling shareholder in the Company, as defined in section 268 of the Companies Law, is entitled, in person or by a proxy, after the General Assembly is convened, to review, at the Company's offices during regular work hours, the Voting Papers and the voting records via the Electronic Voting System that were submitted to the Company, as specified in Regulation 10 of the Companies Regulations (Voting in Writing and Position Announcements), 5766-2005.

Yours faithfully,

The Phoenix Holdings Ltd.

Signed on behalf of the Company by:

Meni Neeman, Chief Legal Consultant