Holder s interest in equity and voting rights (fully diluted) Voting and other agreements pertaining to an interest in the Bank s securities

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1 1 Report Regarding Material Holders of Means of Control as of March 31, In Accordance With Regulation 3D(d) of the Securities Regulations (Periodic and Immediate Reports), (Name of Security: Discount A Security Identification No.: ) Holder s name ID no. Quantity of securities Holder s as of as of in equity and voting rights Meitav Dash Investments Ltd. and subsidiaries Harel Investments in Insurance & Financial Services Ltd. Holder s in equity and voting rights (fully diluted) Voting and other agreements pertaining to an in the Bank s securities Controlling shareholder of the holder ,800,861 66,632, % 4.62% None The controlling shareholders of Meitav Dash Investments Ltd. are: (1) BRM Finances Ltd. Corp. No ( BRM Group ). The ultimate shareholders of BRM Group are: Messrs. Eli Barkat ID No , Nir Barkat ID No (Messrs. Eli Barkat and Nir Barkat are brothers) and Yuval Rakavy, ID No , each of whom hold 33.3% (through companies under their control); (2) Mr. Zvi Stepak, ID No , who holds Meitav Dash shares directly and through companies under his control ,311,249 52,347, % 4.75% None Harel Investments in Insurance & Financial Services Ltd. ( Harel ) is a public company whose shares are traded on TASE. The controlling shareholders of Harel are the Hamburger family (Mr. Yair Hamburger ID No , Mr. Gideon Hamburger ID No and Ms. Nurit Manor ID No ) who jointly hold, both directly and indirectly, 106,071,850 Harel Investments shares which constitute approximately 49.48% of the issued share capital of Harel Investments and about 49.7% of the voting rights in Harel Investments. The rest of Harel Investments shares are held by the public. Psagot ,521,564 43,933, % 4.51% None The funds: Apax Europe VII-B L.P; Apax Europe VII-A L.P.; and 1 The information that appears in this report is as furnished by the material holders. For information regarding the holdings of ed parties of the Bank, see the Immediate Report Regarding Status of Holdings of Interested Parties and Senior Officers dated April 10, 2018 (reference no ).

2 2 Holder s name ID no. Quantity of securities Holder s Holder s Voting and Controlling shareholder Investment other Apax Europe VII-1 L.P. (together: of the holder Apax Europe VII Funds ) House Ltd. (which are foreign investment funds), indirectly hold in aggregate the entire (100%) share capital of Psagot (through Himalaya AP.PS Ltd. and various holding companies, which are indirectly controlled, managed and/or advised by Apax Partners Europe Managers Ltd. ( APEM )). In accordance with management agreements between Apax Europe VII Funds and APEM, APEM has been appointed the investment manager for Apax Europe VII Funds in relation to various investments, including Psagot. The shareholders of APEM are Messrs. Martin Halusa and Nico Hanson (who also serve as the APEM Board of Directors) (together: the controlling shareholders ). Messrs. Halusa and Hanson each hold 50% of the share capital and the voting rights in APEM. The controlling shareholders (through APEM and the aforesaid management structure of Apax Europe VII Funds) are entitled to make all management decisions for the aforesaid investments on behalf of Apax Europe VII Funds. It should be noted that the holding and management structure described above is essentially governed through a series of various agreements between APEM, Apax Europe VII Funds and various holding companies of Apax Europe VII Funds. Clal Insurance ,188,789 54,034, None See the addendum attached to this report. Enterprises The Phoenix ,932,613 14,877, % 1.27% None The Phoenix ( The Phoenix ) is the controlling shareholder of Excellence Investments Ltd. (public company no ) (100%). The controlling shareholder of The Phoenix is Delek Group Ltd. (public company no ) ( Delek ), which holds 46.24% of the issued and paid-up capital of The Phoenix. Mr. Yitzhak Sharon (Tshuva) is the controlling shareholder of Delek and holds 60.50% of its issued and paid-up capital. Excellence Investments Ltd ,642,860 35,644, % 2.97% None The Phoenix ( The Phoenix ) is the controlling shareholder of Excellence Investments Ltd. (public company no ) (100%). The controlling shareholder of The Phoenix is

3 3 Holder s name ID no. Quantity of securities Holder s Menorah Mivtachim Group Holder s Voting and other Controlling shareholder Delek Group Ltd. (public of company the holder no ) ( Delek ), which holds 46.24% of the issued and paid-up capital of The Phoenix. Mr. Yitzhak Sharon (Tshuva) is the controlling shareholder of Delek and holds 60.50% of its issued and paid-up capital ,707,888 52,658, % 4.18% None The principal shareholders of Menorah Mivtachim ( Menorah ) are Najaden Establishment and Palamas Establishment, foreign corporations that are held in trust for Ms. Tali Griffel and Ms. Niva Gurevitch, respectively, and that together hold 61.86% of the shares of Menorah. The balance of the Menorah shares (38.14%) is held by the public. To the best of Menorah s knowledge, no single investor holds more than 10%. Migdal Insurance & Financial ,669,288 48,636, % 4.87% None Eliahu Issues Ltd. holds 68.46% of Migdal Insurance & Financial ( Migdal ). Eliahu Issues Ltd. is owned by Eliahu 1959 Ltd. (formerly: Eliahu Insurance Company Ltd.) (100%). The controlling shareholder of Eliahu 1959 Ltd. is Shlomo Eliahu (61.7%). The controlling shareholders of Shlomo Eliahu are Mr. Shlomo Eliahu (83.31%) and Ms. Haya Eliahu (16.69%) Norges Bank ,047,084 37,240, % 2.67% None The central bank of Norway; the bank is under Norway s control.

4 ADDENDUM Description of the Controlling Shareholders 1. General According to what the Company has been told by IDB Development Corporation Ltd. ( IDB Development ) and according to its reports to the public, IDB Development holds 34.8% of the Company s shares through a trustee (as defined below). IDB Development holds a further 5% of the Company s shares directly 1 (directly and indirectly, IDB Development holds a total of 39.8% of the Company s shares and 39.34% on a fully diluted basis). To the best of the Company s knowledge, to date, IDB Development is a private company that is wholly owned by Dolphin Netherlands B.V. ( Dolphin Holland ), a private company incorporated in The Netherlands, which is controlled by Mr. Eduardo Elsztain. IDB Development is a reporting corporation since its debentures are listed on the Tel Aviv Stock Exchange. 2. The Trustee for IDB Development s Control Shares in the Company On August 21, 2013, at the request of the Commissioner for the Capital Market, Insurance and Savings at the Ministry of Finance (the Commissioner ), IDB Development gave an irrevocable power of attorney to Mr. Moshe Terry (the Trustee ) who had been appointed by the Commissioner as trustee over 51% of the issued share capital and the voting rights of the Company, that were then held by IDB Development (the Means of Control ), and also transferred the shares into a trust account in the Trustee s name, which is for purposes of exercising the powers conferred by the Means of Control according to the provisions of the trust deed. and with the objective of disconnecting the Company and the institutional bodies within the group from any possible influence from control struggles within the IDB Group. In his letter dated December 30, 2014, the Commissioner set forth provisions regarding the Trustee s continued service. During the course of the Trustee s service, IDB Development and the controlling shareholders thereof are prohibited from exercising the voting rights associated with the Company s shares and must refrain from any action that could be considered as either directly or indirectly directing the affairs of the Company or its investee companies. Moreover, the Commissioner has regulated the activities of the Trustee in letters and guidelines. During the period since the Trustee s appointment, the Company has received guidelines and clarifications from the Commissioner concerning the relationship between IDB Development, the controlling shareholders thereof, the Company and the entities under its control, that deal with the prohibition against IDB Development and its controlling shareholders to direct the activities of the Company. Within the context of these guidelines and clarifications, the Commissioner made her position clear and rules were prescribed regarding meetings and the transfer of information between the Company, the institutional entities and the corporation s agents under its control and IDB Development and its controlling shareholders, in such a way that will prevent IDB Development and its controlling shareholders from taking any action that could be 1 On March 22, 2016, IDB Development reported that it had pledged 4.99% (4.87% on a fully diluted basis) of the shares of Clal Holdings held by IDB Development for the benefit of the trustee for the holders of IDB Development s debenture (Series K) holders. 1

5 considered as either directly or indirectly directing the affairs of the Company or the representatives of the institutional entities or the agents of the corporation owned by the Company. Such guidelines have also been received concerning the relationship between the Trustee and the Company and the entities under its control and the Company acts in accordance with said guidelines, and with litigation and clarifications that are given regarding this matter from time to time. Within the scope of the Commissioner s letter, it was clarified, inter alia, that during the course of the Trustee s term of office, the appointment of directors at the Company or at Clal Insurance, will be undertaken by the committee for the appointment of directors at insurers not having a controlling entity, according to this term s meaning in the Supervision of Financial Services (Insurance) Law, or in any other manner that the Commissioner will prescribe. In May 2015, the Commissioner appointed a committee for the appointment of directors at Clal Group, in accordance with the aforesaid (the Committee ). 3. Sale of IDB Development s shares in the Company On December 30, 2014, the Commissioner announced that she would not grant IDB Development a control permit for Clal Insurance 2. The Commissioner instructed IDB Development to draw up an outline for selling the control in the Company by June 2015, with the final date for signing an agreement for sale of the control being not later than December 31, 2015 and, should an agreement be so signed, the period for obtaining the necessary approvals and for closing the transaction would be until June 30, 2016, Should IDB Development not comply with the above dates, then IDB Development and the Trustee would be obligated to act to sell the controlling shares at a rate of not less than 5% of the shares every four months. The sale process that IDB Development pursued during 2015, in connection with a possible transaction for the sale of control over the Company, was unsuccessful. Due to this and to IDB Development failing to comply with the abovementioned terms, on January 7, 2016, the Commissioner sent a letter to IDB Development and to Mr. Elsztain in which the Commissioner clarified, inter alia, that in light of IDB Development s announcement concerning the withdrawal of the third group from the aforesaid sale process, then, pursuant to the Commissioner s outline dated December 30, 2014, January 7, 2016 in effect became the date of a terminating incident, as this is meant in the outline, and consequently, from that date, IDB Development is required to act in accordance with the provisions of the outline, which requires in general the sale of the Means of Control on the stock exchange or through off-exchange transactions at a rate of not less than 5% during each period of four months and subject to the timetables stipulated therein. IDB Development reported that it thought that under current market conditions, no action should be taken to sell the Company s holdings according to the outline that the Commissioner had prescribed, and that there was room to draw up an alternative outline that would allow IDB Development to sell its shares in the Company within the scope of a transaction for the sale of the core controlling, or any other outline, that would prevent the damage likely to be caused to IDB Development if the Commissioner s outline is implemented. At the same time, IDB Development is continuing to examine the possibility of selling the core controlling in the Company. 2 In May, 2014, further to the creditors arrangement at IDB Holdings and due to it having ceased to have control over the institutional entities of the Group, the Commissioner announced the cancellation of the control permit granted to IDB Holdings and the previous controlling shareholders of IDB Development. 2

6 On July 13, 2016, the Trustee filed an urgent motion with the Tel Aviv-Jaffa District Court for the granting of instructions (the Motion ). The Motion asks the Court: (1) to order the Trustee to sell 5% of the Company s shares by September 7, 2016, this being pursuant to the outline; and (2) to appoint a broker (possessing capital market experience) to execute the sale by means of an off-exchange tender, whereby the broker will inform institutional investors that the aforesaid sales are being put up for sale, at a minimum price, by means of a tender, to the highest bidder; or, alternatively, to take whatever action is necessary, at the Court s discretion, for the purpose of realizing the sale of the aforesaid shares, including, but not solely, selling the shares in a sale within the framework of trading on the stock exchange. On April 5, 2017, the Court gave its decision (the Decision ), within the framework of which the Court ordered the Trustee to sell 5% of the Company s shares held by him (the Shares Being Sold ) within 30 days. As part of the Decision, it was clarified that it relates to an order for the sale of only 5% of the aforesaid shares and, following this sale, the Commissioner will be required to once again exercise her judgment four months thereafter (and, even then, the Commissioner will have to take into account all the relevant considerations, as set forth by the Court, and changes in circumstances, if any. On May 1, 2017, IDB Development filed a motion with the Court, with the Trustee s consent (regarding the manner of selling the shares, as set forth below), pertaining to the manner of selling the Shares Being Sold (the Motion ). Within the framework of the Motion, the Court was asked to approve that the sale of the Shares Being Sold will be done by means of a swap transaction (this being instead of a sale by means of a tender, as ordered by the Court in the Decision), whereby the Shares Being Sold would be sold in a full sale (an unqualified, unconditional and irrevocable sale) by IDB Development to a third party in a transaction that would be executed through a banking institution, at a price agreed between IDB Development and the thirdparty, not later than May 4, In accordance with the aforesaid, on May 3, 2017, on August 30, 2017 and on January 1, 2018, IDB Development sold company shares that together constituted 15% of the Company s shares, in swap transactions as aforesaid, in accordance with the Commissioner s outline. On March 18, 2018, in accordance with the provisions of the outline and after the Commissioner re-examining the need for a sale and its economic ramifications, and also taking heed of the provisions of the Decision, the Commissioner instructed the Trustee to continue implementing the outline in place of IDB Development, in accordance with all the powers conferred upon it by virtue of the outline, and to act to sell the 5% of the Means of Control in the Company held by it, by May 3, It should be noted that in May and July 2016, IDB Development announced that it was continuing the competitive process to sell control in the Company, with the assistance of an investment bank with which it had entered into an engagement. IDB Development reported that, within this framework, it had been approached by potential buyers with whom IDB Development is in talks. On September 4, 2017, IDB Development s Board of Directors gave its approval for IDB Development to enter into a non-binding memorandum of understanding (the Memorandum of Understanding ) for the sale of all IDB Development s holdings in the Company s issued capital. Entering into an engagement for the transaction was subject to the buyer conducting a due diligence process during the 60-day period commencing from the date of signing the Memorandum of Understanding. 3

7 Further to the aforesaid, on February 28, 2018, IDB Development reported that it had informed the buyer of the expiry of the Memorandum of Understanding and that it is continuing to employ maximum efforts in seeking a buyer for the core controlling. Agreement between IDB Development Corporation Ltd. and Bank Hapoalim Ltd. ( Bank Hapoalim ) for details regarding the agreement between IDB Development and Bank Hapoalim, see the Company s immediate report concerning the holdings of ed parties, dated January 10, 2018, reference number , in the notes relating to Bank Hapoalim as a holder. 4