Phoenix : Convening of a Special General Assembly for the Company’s Shareholders on January 4, 2024-amendment

-Convenience Translation Only

The Hebrew immediate report is the binding report-

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DecemberNovember, 2023

The Phoenix Holdings Ltd.

("The Company")

To:	To:
The Tel Aviv Stock Exchange Ltd.	Israel Securities Authority
www.tase.co.il	www.isa.gov.il
Dear Sir and Madam,

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

In accordance with the Companies Law, 5759-1999(the "Companies Law"), with the Securities (Periodic and Immediate Reports) Regulations, 5730-1970(the "Reports' Regulations"), with the Companies Regulations (Voting in Writing and Position Statements), 5765-2005(the "Voting in Writing Regulations"), and with the Companies (Notice and Ad on General Assembly and 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 a Special General Assembly of the Company, which shall convene on Thursday, January 4, 2024 at 17:00, at the Company's Headquarters located at 53 HaShalom Road, Giv'atayim, 20th floor ("Company's Headquarters"), whose agenda is the topic detailed in this report as following.

1. The topic on the agenda and a summary of the proposed decisions:

1.1. Approval of an updated Remuneration Policy for the Company office holders

1. The Company's Proposed Remuneration Policy was adopted in accordance with the decision of the General Assembly of the Company's shareholders dated October 20, 2020, and amended on January 5, 2023, and August 2, 2023. For details regarding the Proposed Remuneration Policy by the Company, see Appendix A to the meeting convention report dated June 28, 2023 (Reference No.: 2023-01-060334) ("Current Remuneration Policy").
2. The Compensation Committee of the Company held a discussion in connection with the Current Remuneration Policy for the Company's office holders and recommended to the Company's BOD to approve the aforementioned Remuneration Policy. Following this recommendation, the Company's BOD approved, unanimously, on November 28, 2023, the version of the Proposed Remuneration Policy attached as Appendix Ato this Report ("Proposed Remuneration Policy").
   On December 20, 2023, the Compensation Committee and the Company's Board of Directors approved an additional update to the Current Remuneration Policy, following clarifications requested from institutional investors. For the sake of convenience, the proposed remuneration policy marks only the additional update against the policy wording attached in the original summons dated November 29, 2023.

1.1.2.1.1.3. The Proposed Remuneration Policy brought to the approval of the Assembly is adapted to the Company and its work plans, to the experience gained in the Company and the current needs of the Company, as well as the challenges it faces during this period. The Proposed Remuneration Policy has been amended in accordance with the provisions and limitations of the applicable law, including the Compensation of Officers of Financial

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Corporations Law (Special Approval and Non Allowance of Expenses for Tax Purposes for Irregular Compensation), 5776-2016("Compensation in Financial Corporations Law"); the Companies Law; and the provisions of the Institutional Entities Circular 2019-9-6regarding the "amendment of the provisions of the Consolidated Circular Part 1, Title 5, Chapter 5, titled "Compensation", dated July 11, 2019 ("The Consolidated Circular").

1.1.3.1.1.4. It is proposed to approve the validity of the Proposed Remuneration Policy from January 1, 2024, for a period of 3 years.

1.1.4.1.1.5. The main changes in the Proposed Remuneration Policy compared to the Current Remuneration Policy are as follows:

1.1.4.1.1.1.5.1. Applicability of the Consolidated Circular: Several clarifications were made in the Proposed Remuneration Policy which are intended to clarify that the restrictions of the Consolidated Circular will only apply to compensation in entities in the Company Group that are subject to the Consolidated Circular.

1.1.4.2.1.1.5.2.	Annual grant:

Regarding the annual grant, several changes were made, as follows -

A. The Company indices and/or the personal indices, which will also include environmental, social, and governance (ESG) indices in the annual grant.

B. The definition of the "Share Yield Index" has been updated, so that the comparison regarding this index will be to the weighted yield of the insurance companies (apart from The Phoenix) which are included in the "TA- Insurance" index.

1. The definition of "ROE on the Company's Capital Index" has been updated, so that this index will refer to the normalized total ROE on the Company's weighted equity, as will appear in the reports and immediate reports of the Company.
2. The definition of "ROE in Relation to Other Insurance Companies Index" has been updated, so the index will examine the difference between the Company's ROE and the median ROE of the other four major insurance companies in Israel. "ROE" is defined as the annual total profit in relation to equity, when the yield calculation will be performed by means of a three-year weighted measurement.
3. The annual grant cap is set in the Proposed Remuneration Policy as part of an overall cap for all variable compensation (including the options and additional grants), thus the cap is the cap according to the Consolidated Circular (up to 100% of the fixed compensation) instead of the amount of salaries that was customary until now.

1.1.4.3.1.1.5.3. Equity based compensation:

1. The cap of the value of the equity based compensation at the time of its award is set forth in the Proposed Remuneration Policy as part of an overall cap for all variable compensation (including the annual grant and other grants), thus the cap is the cap according to the Consolidated Circular, instead of the amount of salaries that was customary until now.
2. A mechanism was added to determine the minimum exercise price in the case of granting options to the Company's shares, so that it will not be less than the closing price of the Company's share on the trading day preceding the day of approval of the award by the Company's BOD. It was further determined that

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the BOD would be entitled, under certain circumstances, to reprice the options (including by way of cancellation and reassignment) only that the exercise price of options for the Company's shares will not be less than the price indicated above.

1. A cap was added to the exercise period of options for the Company's shares, so it will not exceed 5 years from the vesting date.
2. In the Proposed Remuneration Policy an option was added to determine that the performance conditions of the equity based compensation will be the performance conditions used for the annual grant or the performance conditions established regarding the deferred portion of the variable compensation (compliance with the required equity and compliance with the financial standards of the Company's Bonds Series 6).

1.1.4.4.1.1.5.4. Spread and payment of the variable component:

1. It was clarified in the Proposed Remuneration Policy that upon termination of employment in circumstances of death or disability/loss of working capacity, there will be no obligation to defer variable compensation payments.
2. As part of the threshold conditions for eligibility for the deferred component of the variable compensation each calendar year, the condition of meeting the financial standards of the Company's bonds has been updated, from the terms of Bonds Series 5 to the terms of Bonds Series.

1.1.5.5. Terms of Retirement for Officers (including the CEO)

As part of the Proposed Remuneration Policy the advance notice period together with the remuneration due to retirement will not together exceed 12 months of total compensation cost (fixed and variable components).

1.1.4.5.1.1.5.6. Compensation for directors:

1. For the purpose of tightening and supervising the BOD over the management of the Company, a provision was added to the Proposed Remuneration Policy, according to which the BOD may, in special cases, appoint a team or an ad hoc committee of one or more directors who will accompany and supervise the operation of the Company's management regarding a particular project or issue. A director's participation in the meetings of such a team or committee may entitle the director to be compensated for participation in such meetings; and
2. Regarding foreign directors coming to BOD meetings in Israel, an option was added for them to receive a refund for ancillary services related to a business flight.

1.1.5.1.1.6. Manner of implementation of the Current Remuneration Policy- Below is a breakdown of the connections between the caps established in the Current Remuneration Policy and the compensations actually paid to the CEO and the Chairperson of the BOD for the year 2022:

1.1.5.1.1.1.6.1. Chairperson of the BOD - There is a correlation of 100% between the compensation (fixed compensation only) paid to the current Chairperson of the

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BOD for the year 2022, and the annual fixed compensation cap determined in the Remuneration Policy, which is adjusted to the Chairperson of the BOD partly position.

1.1.5.2.1.1.6.2. The Company's CEO - There is a 100% correlation between the compensation paid to the CEO for the year 2022, and the annual compensation cap determined in the Remuneration Policy.

1.1.6.1.1.7. The names of the directors who have a personal interest in the Proposed Remuneration Policy

In light of the fact that the Proposed Remuneration Policy determines, inter alia, the directors' salary, then all the directors of the Company and all members of the Compensation Committee may have a personal interest in approving the Proposed Remuneration Policy, as far as the compensation provision for directors is concerned.

In accordance with the aforesaid and in light of the provision of Article 278(b) of the Companies Law, during the discussions of the Compensation Committee and the Company's BOD, all directors of the Company will be allowed to be present.

1.1.7.1.1.8. The recommendation of the Compensation Committee and the approval of the Company's BOD were mainly based on the following reasons:

1.1.7.1.1.1.8.1. The Proposed Remuneration Policy was determined according to the considerations detailed in the Consolidated Circular (as applicable) and to Article 267B of the Companies Law, and it includes, inter alia, a reference to the matters specified in Part A of the First Schedule to the Companies Law, and includes provisions as detailed in Part B of this Schedule.

1.1.7.2.1.1.8.2. In addition to the main targets of the Remuneration Policy, the Proposed Remuneration Policy was designed based on several principles, similar to the Current Remuneration Policy: (1) Creating a structured scale to determine the variable component of the compensation of the office holder in the Company;

1. Strengthening the connection between the scope of the annual grant and the achievement of the Company's targets and personal performance; (3) Creating diversity among office holders; and (4) Simplifying the compensation mechanism.

1.1.7.3.1.1.8.3. The Proposed Remuneration Policy creates a link between the Company's targets and the compensation paid to the office holders, and thus creates a proper set of incentives for office holders, considering, inter alia, the scope, characteristics and complexity of the Company's business activity, its relative size in the economy, its risk management policy, and the targets that the Company strives to achieve from time to time. The Proposed Remuneration Policy will also allow the Company's management a reasonable margin of discretion for the purpose of determining the compensation conditions of the Company's office holders and some flexibility to deal with special circumstances, insofar as there are any. In light of the complexity of the Company's and the Group's activities and in order to allow the Company's BOD real-time monitoring and control over complex projects, a provision was added, according to which the BOD may appoint an ad hoc team or committee, who will accompany and audit the operation of the Company's management, as detailed in Section 1.1.5.5 above.

1.1.7.4.1.1.8.4. The Proposed Remuneration Policy maintains a proper balance

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between the fixed and variable components, according to the contribution of the officer holders to the advancement of the Company's long-term targets, and it serves the Company by tying the variable compensation offered to the Company's financial results and the office holder's contribution to the Company's results. In addition, in view of the fact that the Compensation in Financial Corporations Law applies to the Company and its office holders, the Proposed Remuneration Policy seeks to increase the flexibility within the variable compensation component.

1.1.7.5.1.1.8.5. The Company sees great importance in the human factor at all levels of the Company, and in particular in the office holders who are at the managerial level of the Company. The Proposed Remuneration Policy will allow the Company to preserve its capabilities and competitive position by retaining its senior managers and in recruiting senior managers capable of leading the Company to long-term business success, to achieve the Company's targets, and also allows for the creation of proportional compensation for each office holder, in accordance with the scope of his position, his skills and experience in relation to market conditions.

1.1.7.6.1.1.8.6. The Compensation Committee and the BOD believe that the Proposed Remuneration Policy will help create a difference between the compensation of the office holders according to their personal performance, in order to strengthen the connection between the performance of the office holders and the compensation paid to them. In light of the great importance that the Company gives to the ESG sector and its importance to the various stakeholders in the Company, the Proposed Remuneration Policy states that social or personal targets will be set in connection with the ESG sector.

1.1.7.7.1.1.8.7. The Proposed Remuneration Policy anchors threshold conditions, and in the absence of their existence, no annual grant will be awarded to office holders. The threshold conditions take into account long-term risk management parameters as well as stability.

1.1.7.8.1.1.8.8. The Compensation Committee and the BOD believe that updating the performance conditions and the definitions included therein, which determine the eligibility for the annual grant, the equity based compensation and the deferred variable compensation in the Proposed Remuneration Policy, complies with the Company's plans and targets and will helps promote the Company's targets and achieve them.

1.1.7.9.1.1.8.9. In accordance with the Proposed Remuneration Policy, office holders may be entitled to annual performance-based variable equity compensation, which will be granted in the form of share-based equity compensation instruments. The Compensation Committee and the BOD believe that the granting of variable equity based compensation through exercisable options for the Company's shares or to the shares of the Company's subsidiaries complies with the considerations listed above, and can retain the office holders in the Company for the long term and encourage maximizing value to the shareholders.

1.1.7.10.1.1.8.10. The Proposed Remuneration Policy includes the possibility of reducing or eliminating the variable component in special cases and establishes conditions and circumstances for returning a paid variable grant, inter alia, in circumstances of significant deviations from the compliance provisions. The Proposed Compensation Policy is for the benefit of the Company and it complies with its

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corporate strategy in a way that suits the existing reality in the market where the Company operates, and it will assist in promoting the Company's targets and its work plan.

1.1.7.11.1.1.8.11. As part of examining the Proposed Remuneration Policy, the average and median salary data (2022) were presented to the Compensation Committee and the BOD for all The Phoenix's Group employees (who are not Key Office Holders, as the term is defined in the Consolidated Circular - hereinafter in this section: "Key Office Holders") without service center employees, as well as the figure for all The Phoenix's Group employees (who are not Key Office Holders) including service center employees. Since a significant part of the service center employees do not reach the scope of a full-time position in practice, to the best of the understanding of the Compensation Committee and the BOD, the figure without service center employees more correctly reflects the average and median salary of the Group's employees. The ratio between the compensation caps of Key Office Holders compared to the average and median compensation of all Group employees, including service center employees, is as follows - CEO - 13 and 16.2 compared to the average and the median respectively, and other Key Office Holder - 10 and 12.5 compared to the average and the median respectively. The Compensation Committee and the BOD believe that the ratios are reasonable and the said relations do not harm the labor relations in the Company.

1.1.7.12.1.1.8.12. The compensation caps in the Proposed Remuneration Policy were determined, inter alia, on the basis of a comparison work conducted by an external party independent of the Company, which examined caps of companies selected for the purpose of comparison according to the set of characteristics of their activity - branch of activity, market value, volume of revenues and operational complexity. It should be noted that in any case, the compensation will not exceed the cap allowed according to the Compensation in Financial Corporations Law1. In view of the above, and after the regulatory limitations for the Consolidated Circular (as applicable) and the Companies Law have been taken into account, the Compensation Committee and the Company's BOD reached an opinion that the Proposed Remuneration Policy is reasonable and appropriate under the circumstances and is for the benefit of the Company, and it matches its corporate-wide strategy in a way that is appropriate to the existing reality in the market where the Company operates, as well as the law applicable to the Company, and it will help promote the Company's targets and its work plan, and therefore they recommend to the General Assembly to approve it.

Summary of the proposed decision - "Approve the Proposed Remuneration Policy for office holders in the Company, in the version attached as Appendix Ato this report, effective as of January 1, 2024".

2. The legal quorum for holding the meeting and an adjourned meeting

According to the Company's Articles of Association, a discussion in the general assembly shall not be commenced, unless a legal quorum is present at the opening of the meeting. The legal quorum for

1 In this context, it should be noted that the current compensation cap in the Company according to Section 2(b) of the Compensation for Officers of Financial Corporations Law ("35 Times Cap") is NIS 3.49M. As the annual compensation of a number of low-rated employees in the Company increases, the maximum annual compensation cap that can be awarded under this section may increase. The compensation cap according to Section 2(a) of the Compensation in Financial Corporations Law

is NIS 2.5M linked to the CPI that was known on 12.4.2016 (As of the publication date of this convention report, the amount is approximately NIS 2,830,587).

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holding the general assembly is the presence of at least three (3) shareholders, who are present in person or through a proxy to vote, who hold at least one-third (1/3) of all voting rights in the Company, within half an hour of the time set for the opening of the meeting. If a legal quorum is not present half an hour after the time set for the commencement of the meeting, the meeting will be adjourned for one week, to the same day, to the same time and to the same location ("The Adjourned Meeting"). If a quorum is not present half an hour after the time set for the Adjourned Meeting, then the presence of at least two (2) shareholders, by themselves or through a proxy to vote, will constitute the legal quorum for holding the Adjourned Meeting.

1. The majority required to approve the decision on the agenda2
2. 1. The majority required to approve the decision listed in Section 1.1 of the report (Approval of a new remuneration policy for office holders) in accordance with the provisions of Section 267a(b) of the Companies Law, is a simple majority (that is, a majority of over fifty percent (50%) of all the votes of the shareholders participating in the general assembly, who are entitled to vote and voted in it), provided that one of the following is complied with:
   1. The number of majority votes in the General Assembly shall include the majority of all the votes of the shareholders who are not the controlling shareholders of the Company or have a personal interest in the approval of the Proposed Remuneration Policy, participating in the vote; In counting all the votes of the aforesaid shareholders, the abstainers shall not be taken into account; or
   2. The total number of opposing votes from among the shareholders referred to in Section 3.1.1 above shall not exceed the rate of two percent (2%) of the total voting rights in the Company.
3. The Assembly's orders and voting
4. 1. The date for determining the shareholders' entitlement to participate and vote in the
      Assembly
      The Effective Date for determining the shareholders' entitlement to vote in the General
      Assembly according to section 182(b) of the Companies Law and according to Regulation 3 of the Companies' (Written Voting and Position Announcements) Regulations, 5766-2005, is Thursday, December 7, 2023 ("The Effective Date").
   2. Manner of voting
      Any of the Company's shareholders on the Effective Date, whether the shares are listed on his/her name (hereinafter: "Listed Shareholder") or whether he/she holds them by way of a stock-exchange member (that is, the one whose right is listed with a stock-exchange member and that share is included among the shares listed in the shareholder's register in the name of a nominee company, as stated in Article 177(1) of the Companies Law) (hereinafter: "Unlisted Shareholder"), is eligible to take part and vote in the Assembly in person or by proxy for voting as well as by Voting Paper, as defined in Article 87 of the Companies Law, the version of which is attached to this report ("Voting Paper"). In addition, an Unlisted Shareholder may vote using an Electronic Voting Paper which will be transferred to the Company in the electronic voting system, operating according to Point 2 of Chapter 72 of the Securities Law, 5728-1968 (hereinafter: "Electronic Voting System", "Electronic Voting Paper" and "Securities Law"), and whose address is https://votes.isa.gov.il; and all as stated below:

2 The controlling shareholder of the Company does not own shares at a rate that would entitle her the required majority to make the decision on the agenda.

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1. Proxy for voting
   A shareholder who is entitled to participate and vote in the Assembly, is entitled to vote in person or through a proxy for voting in accordance with the aforementioned in the Company's Articles of Association. The document that appoints a proxy (hereinafter: "Appointment Letter") shall be in writing, signed by the appointer or his/her attorney, or, when the appointer is a corporation, the power of attorney shall be signed with its accepted stamp or by its attorney. The proxy-appointment letter and the power of attorney (if there is any) or a copy of such documents approved by a notary shall be deposited at the Company's
   Offices with the Company's secretariat, at least forty-eight (48) hours prior to the date and time of the General Assembly or the Adjourned Assembly (as the case may be) for which an Appointment Letter was submitted.
2. Voting paper and position announcements
   As stated above, in the vote to approve the decision on the agenda, a shareholder is entitled to vote by means of a Voting Paper. A shareholder may also express his position regarding the aforementioned issues, through a position announcement. The text of the Voting Paper and position announcement as defined in Article 88 of the Companies Law, insofar as there are any, can be found on the Securities Authority's Distribution Website, whose address is https://www.magna.isa.gov.il(hereinafter: "Distribution Website"), and on the website of the Tel Aviv Stock Exchange Ltd., whose address is http://maya.tase.co.il(hereinafter: "TASE Website").
   Voting using a Voting Paper will be done on the second part of the Voting Paper attached to this report. Any shareholder may contact the Company according to the details below and receive, at no cost, the wording of the Voting Paper, or with his/her consent, to receive a link to the text of the Voting Paper on the Distribution Website, as well as the position announcements that have reached the Company, insofar as there are any.
   A stock-exchange member shall send, for no cost, by email, a link to the Voting Paper's wording and the position announcements (as will be provided) on the Distribution Website, to any shareholder of the Company who is unlisted on the Company's shareholders' registry and whose shares are listed with the same stock-exchange member, unless the shareholder has notified that he does not wish that or that he wishes to receive Voting Papers by mail while bearing the delivery cost, provided that the notice was given regarding a particular securities account and on a date prior to the Effective Date.
   The deadline for service a Voting Paper to the Company (including the documents that must be attached thereto, as specified in the Voting Paper) is up to four (4) hours prior to the date of the Assembly. For this matter, the "Service Deadline" is the date when the Voting Paper and the attached documents arrived at the Company's offices.
   The deadline for service of position announcements to the Company by the Company's shareholders is up to 10 days prior to the date of the Assembly.
3. Voting in the Electronic-Voting System
   As above mentioned, an Unlisted Shareholder may also vote using an Electronic Voting Paper. 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 General Assembly's convening date
   ("System Lock Date"), then the Electronic Voting System will be closed. The vote in the Electronic Voting System can be changed or canceled until the System Lock Date, and it

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will not be possible to change it through the Electronic Voting System after this date.

It should be noted that in accordance with the announcement of the Securities Authority of October 29, 20233, it shall be clarified that temporary difficulties may arise in accessing the Electronic Voting System of security holders from overseas, for voting at general assemblies of reporting corporations. Any shareholder who encounters difficulties as mentioned may vote in one of the other voting methods detailed in Section 4.2 of the convention report, or contact the Authority's support center of the Electronic Voting System by phone: [phone].

It should be noted that in accordance with Article 83(D) of the Companies Law, should a shareholder vote in more than one manner, his most recent vote shall count, when accordingly, a shareholder's vote, whether by proxy or a simple Voting Paper shall be deemed late to voting by way of a Voting Paper or an Electronic Voting System.

1. Ownership approval
   An Unlisted Shareholder will be entitled to participate in the Assembly only if he presents to the Company, not less than four (4) hours prior to the General Assembly, approval from the stock exchange member with whom his right to the share is listed, regarding his ownership of the Company's shares on the Effective Date. The approval will include the details stated in Regulation 2 and in the form found in the Schedule to the Companies (Proof of Share Ownership for Voting Purposes in the General Assembly) Regulations, 5760-2000.
   An Unlisted Shareholder is entitled to receive the 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 his address for only a delivery charge, if he requested it. A request on this matter shall be provided in advance to a specific securities account.
   Alternatively, an Unlisted Shareholder may order that his Ownership Approval be forwarded to the Company through the Electronic Voting System (as stated in Section 4.2.3. above). Without detracting from the aforementioned, an approved electronic message pursuant to section 44K5 of the Securities Law, which concerns the data of the users of the Electronic Voting System - has the same legal standing as an Ownership Approval of a share in respect of any shareholder included therein.
2. Changes to the agenda and a shareholder's request to include a topic on the agenda
   After the publication of this Report, there may be changes to the agenda, including adding a topic to the agenda, and position announcements may be published, and the updated agenda and position announcements may be reviewed on the Company's reports to be published at the
   Distribution Website.
   A shareholder's request according to Article 66(B) of the Companies Law to include a topic on the agenda of the General Assembly shall be serviced to the Company up to seven (7) days after the Assembly is convened. If such a request has been submitted, it is possible that the topic will be added to the agenda and its details will appear on the Distribution Website. In the aforementioned case, the Company will prepare an updated agenda and a revised Voting Paper, and publish them no later than seven (7) days after the deadline for a shareholder's request to

3 For the wording of the Authority's announcement click here.

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include an item on the agenda, as stated above. It is clarified that the publication of the aforementioned updated agenda does not change the Effective Date as set forth in this report.

1. Review of voting papers and electronic voting records
   One or more shareholders, who hold on the Effective Date shares at a rate that is five percent (5%) or more of the total of all voting rights in the Company (that is, owns about 12,654,714 ordinary shares of the Company), as well as those who hold the aforementioned proportion out of the total number of voting rights which are not held by a controlling shareholder of the Company, as defined in Article 268 of the Companies Law (that is, owns about 8,703,690 ordinary shares of the Company), is entitled, by himself or through a proxy, after convening the General Assembly, to review, at the Company's offices, during normal working hours, the Voting Papers and voting records through the Electronic Voting System that arrived at the Company, as specified in Regulation 10 of the Voting Papers Regulations.
2. The Company's Representative
   The Company's representative for handling this Report is Attorney Elad Sirkis, Company's Secretary, from 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 shall be sent to Attorney Elad Sirkis, to fax number 03-7332163 or by email to [e-mail].
3. Reviewing the documents
   This report, the documents mentioned therein (including the Voting Paper and position announcements, insofar as they are given) and the full text of the proposed decision on the agenda, can be reviewed at the Company's Offices, from Sundays to Thursdays during regular work hours, in prior coordination by calling 03-7332997, and that, by the time of convening the Assembly.
   Furthermore, the Voting Paper and the position announcements (insofar as they are given), can be viewed on the Distribution Website and on the TASE Website, as mentioned above.

The Phoenix Holding Ltd.

By:

Meni Neeman, Chief Legal Counsel