בנק מזרחי טפחות בע"מ Mizrahi Tefahot Bank Ltd. Number with Registrar: 520000522 To: Israel Securities Authority www.isa.gov.il To: Tel Aviv Stock Exchange Ltd. www.tase.co.il T077 (public) Broadcasted on Magna: February 7, 2019 Reference:2019-01-011407 Immediate Report on the Status of Holdings of Interested Parties and Senior Officers Regulation 33(c)-(d) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970 Reference numbers of previous reports on the issue:, 2019-01-011308, 2019-01-011323 The status as of February 07, 2019 is as follows: a. Interested parties of the corporation (including CEO and directors, and including any other employee holding five percent or more of the corporation s issued share capital or of the voting power therein) or in a report by a banking corporation without a control core pursuant to Regulation 33(d) the holder of a material means of control: Holder no. Holder s name 1 M.W.Z. (Holdings) Ltd 2 F&W Registered Partnership 3 L.Y.N. (Holdings) Ltd. 4 Eldad Fresher Name, type and series of security Ordinary shares of 0.1 Ordinary shares of 0.1 Ordinary shares of 0.1 MZTF OP CEO 2014 Current quantity of securities Holding percentage Holding Percentage (on a fully diluted basis) % capital % voting % capital % voting 20,395,785 8.74 8.74 6.18 6.18 30,362,844 13.01 13.01 9.20 9.20 52,206,207 22.36 22.36 15.82 15.82 239,419 0 0 0.03 0.03 Total holding percentage Total holding percentage (fully diluted) % capital % voting % capital % voting 44.11 44.11 31.23 31.23
2 b. Senior officers of the corporation (excluding CEO and directors, and excluding any other employee holding five percent or more of the corporation s issued share capital or of the voting power therein): Do not hold securities of the corporation. Following is the status of holdings of senior officers of the corporation: Holder No. Name of Holder Name, Class and Series of Security Current Quantity of Securities Holding Rate (on a fully Holding Rate diluted basis) % Capital % Voting % Capital % Voting 5 Maya Feller MZTF OP 2014 33,507 ---- ---- 0 0 6 Maya Feller MZTF OP 2017 18,102 ---- ---- ---- ---- 7 Rita MZTF OP 2014 67,121 ---- ---- 0.02 0.02 Rubinstein 8 Rita MZTF OP 2017 68,306 ---- ---- ----- ----- Rubinstein 9 Israel Engel MZTF OP 2014 69,219 ---- ---- 0.02 0.02 10 Israel Engel MZTF OP 2017 73,054 ---- ---- ---- ---- 11 Moshe Lari MZTF OP 2014 137,592 ---- ---- 0.03 0.03 12 Moshe Lari MZTF OP 2017 73,054 ---- ---- ----- ------ 13 Galit Wiezer MZTF OP 2014 108,132 ---- ---- 0.01 0.01 14 Galit Wiezer MZTF OP 2017 53,937 ---- ---- ---- ---- 15 Dina Navot MZTF OP 2014 113,683 ---- ---- 0.02 0.02 16 Dina Navot MZTF OP 2017 70,680 ---- ---- ---- ---- 17 Ofir Morad MZTF OP 2014 115,280 ---- ---- 0.03 0.03 18 Ofir Morad MZTF OP 2017 72,154 ---- ---- --- --- 19 Meno Aviv MZTF OP 2014 52,641 ---- ---- 0.01 0.01 20 Meno Aviv MZTF OP 2017 50, 724 ---- ---- --- --- 21 Doron MZTF OP 2014 53,368 ---- ---- 0.01 0.01 Klausner 22 Doron MZTF OP 2017 51,892 ---- ---- --- --- Klausner 23 Ayala Hakim MZTF OP 2014 135,210 ---- ---- 0.03 0.03 24 Ayala Hakim MZTF OP 2017 70,680 ---- ---- --- --- 25 Nissan Levi MZTF OP 2014 110,726 ---- ---- 0.01 0.01 26 Nissan Levi MZTF OP 2017 70,680 ---- ---- --- ---- 27 Racheli Friedman 28 Racheli Friedman MZTF OP 2014 77,209 ---- ---- 0.01 0.01 MZTF OP 2017 53,061 ---- ---- ---- ---- Total Holding Rate Total Holding rate (on a fully diluted basis) % Capital % Voting % Capital % Voting 0.0 0.0 0.20 0.20 Explanations: 1. Report also the holding of other securities, including other securities which are not listed for trade. 2. If the interested party holds more than one class of securities in the corporation, state the holding rate (including on a fully diluted basis) while taking into account all of the securities held by him in one row only. 3. Specify in this form the status of holdings of all of the interested parties, including those whose holdings have not changed. 4. If the interested party is a held company with business which is material to the corporation's business, split the holdings into shares which were acquired before the Companies Law, 5759-1999 took effect and which confer capital and voting rights, and shares which were acquired after it took effect which are treasury shares. 5. If the interested party is a corporation, also state the first name of the ultimate individual/s controlling shareholder/s of such corporation. If the interested party has no controlling shareholder, specify the details of the interested parties therein. 6. If a senior officer holds five percent or more of the corporation s issued share capital or of the voting power therein, specify his holdings in the interested parties holdings table, as specified in Section (a) above.
3 7. If the interested party or senior officer also holds securities of a held company thereof, if the business of such held company is material to the corporation's business, specify such holdings in the Comments field appearing in the holder s details box. Holder s name: M.W.Z. (Holdings) Ltd Name of Holder in English as appearing in passport: M.W.Z. (Holdings) Ltd. Holder number: 1 Type of holder: Interested party that does not comply with any of the other definitions Type of identity number: Number at the Israeli Companies Registrar Identity number: 512024225 Controlling shareholder in the Holder: See comments to Holder no.1 in the following Form. Citizenship/country of incorporation or registration: Incorporated in Israel Country of Citizenship/Incorporation or registration: The number of the security on TASE: 0695437 Balance at the previous summary report (number of securities) 20,395,785 Chane in amount of securities: 0 a. M.W.Z. (Holdings) Ltd ("MWZ") is a private company, whose shares are held by: David Wertheim (63%) and Drorit Wertheim (37%). MWZ holds the share capital and voting rights at the Bank, directly and indirectly, as follows: (1) Direct holding of approx. 8.74% of the capital and voting. (2) Indirect holding, through F&W Registered Partnership ( F&W ) of approx. 13.02% of the capital and voting. F&W is a general partnership held by Mr. David Wertheim and Ms. Drorit Wertheim at a rate of 1% (according to the 63% and 37% division ratio, respectively) and by MWZ (99%). MWZ and F&W will be referred to jointly below as: the "Holding Corporations". These holdings' background is as specified below:
4 Mr. Moshe (Muzi) Wertheim OBM was the controlling shareholder at the Bank, and held approx. 21.80% of the Bank's shares and voting rights indirectly through MWZ and through F&W. On February 17, 2013, the Bank received a notice from Moshe Wertheim, whereby Mr. Moshe Wertheim gave as gift to his children, Mr. David Wertheim and Ms. Drorit Wertheim, his shares and holdings in the corporations holding the Bank's shares and which are co-owners of the controlling core thereof. It was further stated in the notice that the transfer of the shares and the rights in the Holding Corporations in the Bank is subject, inter alia, to the obtaining of a control permit from the Governor of the Bank of Israel, and that upon the completion of the transfer of the holdings in the Holding Corporations in the Bank, the Bank will be given another notice. Thereafter, the Bank received a notice on behalf of Moshe Wertheim on January 18, 2015, whereby "On January 15, 2015, a letter was received from the Licensing Unit at the Bank of Israel's Banking Supervision Department, from which it arose that due to legal and procedural reasons, the Banking Supervision Department cannot recommend to the Bank of Israel's Governor to grant the requested permit. The Wertheims are looking into the aforesaid letter and its implications. Mr. Moshe (Muzi) Wertheim continues to hold a permit of control in the Bank, as has been so far". For further details, see the reports published by the Bank on February 17, 2013 and January 18, 2015 (ref. nos. 2013-01-040536 and 2015-01-013312, respectively). These mentions constitute inclusion by way of reference of any information detailed in the aforesaid reports. On August 31, 2016, Mr. Moshe (Muzi) Wertheim OBM passed away. On December 27, 2016, the Governor of the Bank of Israel, Dr. Karnit Flug, notified Mr. David Wertheim and Ms. Drorit Wertheim that they are entitled to activate the means of control under their ownership at the Bank (the "Governor's Notice"); for details regarding the Governor's Notice received by the Bank, see the report released by the Bank on December 28, 2016 (ref. no. 2016-01-092391). This mention constitutes inclusion by way of reference of all of the information detailed in the aforesaid report. The shareholders' agreement (the "Shareholders' Agreement") signed on June 25, 2015, between Mr. David Wertheim and Ms. Drorit Wertheim and the corporations under their ownership holding the Bank's shares and co-owning the control core thereof, MWZ and F&W, regulates the ratios of Mr. David Wertheim and Ms. Drorit Wertheim in the Holding Corporations, and indirectly, the manner of the exercise of their means of control at the Bank. Various principles and arrangements were set in the Shareholders' Agreement. Inter alia, the parties agreed that the appointment of directors at MWZ would be made considering the relative holding of Mr. David Wertheim (63%) and Ms. Drorit Wertheim (37%). With respect to the control agreement with the "Ofer Group", the Shareholders' Agreement provided that the identity of the representative of the "Wertheim Group" at the Bank would be determined by a simple majority of MWZ's Board of Directors. The parties further agreed on the manner in which candidates recommended for service as directors of the Bank (who are not outside directors) would be decided, while according to the current holdings status of the parties in the Holding Corporations, David Wertheim was entitled to decide the identity of most of the Wertheim Group s recommendations for service as directors of the Bank and Drorit Wertheim was entitled to recommend the remainder. Furthermore, the Shareholders' Agreement establishes the decision-making processes at the Holding Corporations. As a general rule, decisions as aforesaid would be passed by a simple majority at MWZ's competent organs, except for a number of issues regarding which it was agreed that an extraordinary majority at
5 MWZ s general meeting would be required. According to the agreement, MWZ's decisions would bind the partnership and its partners. As is customary with agreements of this type, various arrangements were established in the Shareholders' Agreement, concerning, inter alia, the manner of holding and termination thereof, the transfer of holdings in the Holding Corporations and dispute resolution methods. b. With respect to voting agreements A.A.B.M Ltd., L.A.B.M (Holdings) Ltd. and C.A.B.M. Ltd. on the one part (the Ofer Group Corporations ) and Feinberg-Wertheim (Registered Partnership) (The name of the partnership relevant for the holding of the Bank shares as specified above is F&W (Registered Partnership)), of the other part (the Wertheim Group Corporations ), signed an agreement in 1994 for cooperation in the exercise of the rights attached to the Bank s shares (the Voting Agreement ), as specified in subsection d. In the note below regarding L.Y.N (Holdings) Ltd. (For details regarding the change of identity of the Ofer Group Corporations, see subsection (b)) in the note below regarding L.Y.N (Holdings) Ltd.). Note that the Feinberg Group sold its share in F&W (Registered Partnership) and other indirect holdings thereof in the share capital and voting rights in the Bank, to MWZ which currently holds all of the rights and obligations of the Wertheim Group Corporations under the Voting Agreement. According to the Governor s Notice, Mr. David Wertehim and Ms. Drorit Wertheim, will be seen, mutatis mutandis, as replacing Mr. Moshe Wertheim OBM with respect to the Voting Agreement. c. The holding rates on a fully diluted bases, were calculated based on the following assumptions: 1. Assuming exercise of all of the options not listed for trade on TASE, which were allotted to employees and officers of the Bank and subsidiaries of the Bank (not yet exercised or expired), according to their terms, taking into account the amount of the monetary benefit inherent therein, which was calculated according to the maximum closing price determined in respect thereof, if determined (including exercise of options allotted to the CEO of the Bank, according to the immediate report released by the Bank on May 4, 2014, considering the amount of the monetary benefit inherent in the said options, to be calculated according to the maximum closing price, as specified in the said immediate report). 2. Assuming issuance of the maximum number of shares that may be issued in the event that the deferred capital notes (Series A) issued by the Bank (which constitute tier 2 capital of a bank) will be converted into shares, according to the conditions determined by the Bank for such purpose.
6 Holder s name: F&W (Registered Partnership) Holder s name in English as appearing in passport F&W (Registered Partnership) Holder number: 2 Type of holder: Interested party that does not comply with any of the other definitions Type of identity number: Number at the Israeli Companies Registrar Identity number: 540183118 Controlling shareholder of the Holder: See Comments to Holder no. 2 in the following form. Citizenship/country of incorporation or registration: Incorporated in Israel Country of citizenship/incorporation or registration: The number of the security on TASE: 0695437 Balance in previous summary report (number of securities): 30,362,844 F&W (Registered Partnership) ("F&W") is a general partnership held by Mr. David Wertheim and Ms. Drorit Wertheim at a rate of 1% (according to the 63% and 37% division ratio, respectively) and by M.W.Z. (Holdings) Ltd (99%). F&W directly holds 13.01% of the share capital and the voting rights at the Bank. For further details, see the comments regarding M.W.Z. (Holdings) Ltd.
7 Holder s name: L.Y.N. (Holdings) Ltd. Holder s name in English as appearing in passport L.Y.N (Holdings) Ltd. Holder number: 3 Type of holder: Interested party which does not comply with any of the other definitions Type of identity number: Number at the Israeli Companies Registrar Company number: 511349896 See Comments to Holder no. 3 in the form below. Citizenship/country of incorporation or registration: Incorporated in Israel. Country of citizenship/incorporation or registration: securities of the corporation jointly therewith? No. The number of the security on TASE: 0695437 Balance in previous summary report (number of securities): 7,814,717 Change in number of securities: 44,391,490 (a) L.Y.N. (Holdings) Ltd ( L.Y.N ) is a private company held by a foreign trust (95%), whose principal beneficiary, with respect to the Bank s shares, is Mr. Eyal Ofer, and by a foreign company (5%). The foreign trust granted Mr. Eyal Ofer a power of attorney to vote at the general meetings of L.Y.N with respect to matters pertaining to the permit of control in the Bank, the Bank s shares held directly and indirectly by L.Y.N, the appointment of directors for the Bank and any matter related to the Bank. The power of attorney grants Mr. Eyal Ofer full authority to act on the said matters at his discretion. (b) On February 7, 2019, the separation transaction at the Ofer Group was completed, within which, inter alia, L.Y.N. purchased all of the shares in the Bank held by Ofer Investments Ltd. ( Ofer Investments ) and Ofer Sachaf Ltd., a company fully owned by Ofer Investments, at a total scope of approx. 9.28% of the share capital and voting rights in the Bank, and L.A.B.M. (Holdings) Ltd., a company fully owned by L.Y.N ( LABM ) purchased all of the Bank s shares held by C.A.B.M. Ltd. ( CABM ) and A.A.B.M. Ltd. ( AABM ) companies fully owned by the Ofer Brothers Holdings (1989)
8 (c) (d) Ltd. ( Ofer Holdings ) at a total scope of approx. 9.74% of the share capital and voting rights in the Bank; for further details, see immediate report released by the Bank on February 7, 2019, regarding the notice of Ofer Investments and Ofer holdings, regarding the completion of the separation agreement in the Ofer Group dated November 8, 2018. The purchase of the shares in the Bank by L.Y.N. as aforesaid, was carried out after an amendment to the control permit in the Bank was received on January 31, 2019, according to which Mr. Eyal Ofer is the only permit holder out of the Ofer Group (and Liora Ofer, Doron Ofer and the estate of the late Yuli Ofer OBM were removed from the permit holders list). (For details regarding the holdings in Ofer Investments and Ofer Holdings, prior to February 7, 2019, see notes regarding Ofer Investments and Ofer Holdings in the Immediate Report on the Status of Holdings of Interested Parties and Senior Officers released by the Bank on January 7, 2019, reference no. 2019-01-002787. This mention constitutes inclusion by way of refence of the information included in the said notes). Commencing on February 7, 2019, L.Y.N. holds approx. 22.37% of the share capital and voting rights in the Bank, out of which approx. 9.28% directly, and approx. 13.08% through LABM, a company fully owned thereby (prior to February 7, 2019, LABM held approx. 3.35% of the shares and voting rights in the Bank). AABM, LABM and CABM of the first part (the Ofer Group Corporations ) and Feinberg Wertheim (Registered Partnership) (the name of the partnership relevant for the holding of shares in the Bank is F&W (Registered Partnership)) of the other part (the Wertheim Group Corporations ) signed in 1994 an agreement for cooperation in the exercise of the rights attached to the Bank s shares (the Voting Agreement ). Commencing from the completion date of the separation transaction in the Ofer Group (on February 7, 2019) and the sale of all of the holdings in the Bank of AABM and CABM to LABM as aforesaid in Subsection (b), LABM holds all of the rights and obligations of the Ofer Group Corporations according to the Voting Agreement. For details regarding the change in the identity of the Wertheim Group Corporations see subsection (b) in the aforesaid note, regarding MWZ (Holdings) Ltd. The said Voting Agreement, established, inter alia, the following ruled: (1) Voting at general meetings of the Bank s shareholders, in favor of one joint position which will be agreed by the parties before the convening of a general meeting, except for general meeting on whose agenda stands transaction between the Bank and a party to the Voting Agreement, in which the approval of the general meeting is required by law, and in such meetings, each party will be entitled to vote as it wishes. In the event of non-agreement, the mechanisms specified in the Voting Agreement shall be implemented. (2) Any sale of shares of the control core shares, (i.e. 26% of the Bank s shares purchased by the parties under the control core purchase agreement) by anyone who is part of one of the groups which is a party to the agreement, will be subject to a right of first refusal of anyone who is part of such group, and in the event that the right of refusal was not exercised out of the offeror s group, the sale of the control core shares of the offeror, will be subject to a right of first refusal of the other group. (3) Each group may purchase the Bank s shares outside TASE provided that it will first offer the other group in writing, the purchase of half of such shares at the same price
9 paid thereby, and at the same payment terms. Furthermore, each party will be entitled to purchase the Bank s shares on TASE with no limitation. (4) Regarding the selection of directors for the Bank s board of directors, half of all of the directors at the Bank or the Bank s group (including directors from the public) will be the directors recommended by the Ofer Group Corporations, and the other half, directors who will be recommended by the Wertheim Group Corporations. In the event that the number of the board members is uneven, the uneven director will be appointed with the agreement of the parties. Furthermore, the composition of the board committees will be at the same rate as the directors had been appointed to the board. (5) An index was established for the appointment of directors in the event that inequality is created between the holdings of the two groups exceeding a certain rate. (6) The parties shall agree together on who will serve as chairman of the board. It is agreed, that if either party to the Voting Agreement shall request his replacement, the parties shall act together for his replacement, provided that he will not be replaced before the lapse of one year from the date of his appointment. Should the parties fail to reach an agreement regarding the identity of the chairman of the board, a director out of the directors selected as the recommended candidates of the Ofer Group shall be elected as chairman for a period of two years, and thereafter, in rotation, a director out of the directors selected as the recommended candidates of the Wertheim Group Corporations. (7) The parties shall act, within the law, so that as the CEO of the Bank, a person agreed by both parties will be appointed. (e) Regarding the calculation of holdings on a fully diluted basis, see comments in subsection (c) in the note above, regarding MWZ (Holdings) Ltd. _
10 Holder s name: Eldad Fresher ELDAD FRESHER Holder number: 4 Type of holder: Director/CEO type of identity number: ID card number Identity number: 58368333 The number of the security on TASE: 6950356 Balance in previous summary report (number of securities): 239,419
11 Holder s name: Maya Feller MAYA FELLER Holder number: 5 virtue of holdings Identity number: 52346327 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 33,507
12 Holder s name: Maya Feller MAYA FELLER Holder number: 6 virtue of holdings Identity number: 52346327 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 18,102
13 Holder s name: Rita Rubinstein RITA RUBINSTEIN Holder number: 7 virtue of holdings Identity number: 64668619 securities of the corporation jointly with him? No Are the held shares dormant shares? No The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 67,121
14 Holder s name: Rita Rubinstein RITA RUBINSTEIN Holder number: 8 virtue of holdings. Identity number: 64668619 securities of the corporation jointly with him? No Are the held shares dormant shares? No The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 68,306
15 Holder s name: Israel Engel ISRAEL ENGEL Holder number: 9 virtue of holdings Identity number: 50402866 securities of the corporation jointly with him: No The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 69,219
16 Holder s name: Israel Engel ISRAEL ENGEL Holder number: 10 virtue of holdings Identity number: 50402866 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 73,054
17 Holder s name: Moshe Lari MOSHE LARI Holder number: 11 virtue of holdings Identity number: 28405934 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 137,592
18 Holder s name: Moshe Lari MOSHE LARI Holder number: 12 virtue of holdings Identity number: 28405934 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 73,054
19 Holder s name: Galit Wiezer WIEZER GALIT Holder number: 13 virtue of holdings Identity number: 023878341 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 108,132
20 Holder s name: Galit Wiezer WIEZER GALIT Holder number: 14 virtue of holdings. Identity number: 023878341 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 53,937
21 Holder s name: Dina Navot DINA NAVOT Holder number: 15 virtue of holdings Identity number: 055610612 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 135,036 Change in number of securities: -21,353
22 Holder s name: Dina Navot DINA NAVOT Holder number: 16 virtue of holdings. Identity number: 055610612 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 70,680
23 Holder s name: Ofir Morad MORAD OFIR Holder number: 17 virtue of holdings. Identity number: 024607806 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 115,280
24 Holder s name: Ofir Morad MORAD OFIR Holder number: 18 virtue of holdings. Identity number: 024607806 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 72,154
25 Holder s name: Meno Aviv MENAHEM AVIV Holder number: 19 virtue of holdings. Identity number: 012390175 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 52,641
26 Holder s name: Meno Aviv MENAHEM AVIV Holder number: 20 virtue of holdings. Identity number: 012390175 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 50,724
27 Holder s name: Doron Klausner DORON KLAUSNER Holder number: 21 virtue of holdings. Identity number: 051277556 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 53,368
28 Holder s name: Doron Klausner DORON KLAUSNER Holder number: 22 virtue of holdings. Identity number: 051277556 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 51,892
29 Holder s name: Ayala Hakim HAKIM AYALA Holder number: 23 virtue of holdings. Identity number: 056593767 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 135,210
30 Holder s name: Ayala Hakim HAKIM AYALA Holder number: 24 virtue of holdings Identity number: 056593767 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 70,680
31 Holder s name: Nissan Levi LEVI NISSAN Holder number: 25 virtue of holdings Identity number: 059857946 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 110,726
32 Holder s name: Nissan Levi LEVI NISSAN Holder number: 26 virtue of holdings Identity number: 059857946 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 70,680
33 Holder s name: Racheli Friedman RACHEL FRIEDMAN Holder number: 27 virtue of holdings. Identity number: 057222200 The number of the security on TASE: 6950364 Balance in previous summary report (number of securities): 77,209
34 Holder s name: Racheli Friedman RACHEL FRIEDMAN Holder number: 28 virtue of holdings Identity number: 057222200 The number of the security on TASE: 6950471 Balance in previous summary report (number of securities): 53,061 the end of section above, of the details of Holder no. 1.
35 As of the date of filing this report and pursuant to the provisions of law, the controlling shareholder of the corporation is: 1. MWZ (Holdings) Ltd.* I.D. number for the controlling shareholder: number at the Registrar of Companies in Israel 512024225 Was control transferred during the period described in the report: No Explanation: if control in the reporting corporation was transferred, the name and I.D. number of the previous controlling shareholder must be stated. 2. F&W Registered Partnership* I.D. number for the controlling shareholder: number at the Registrar of Companies in Israel 540183118 Was control transferred during the period described in the report: No Explanation: if control in the reporting corporation was transferred, the name and I.D. number of the previous controlling shareholder must be stated. 3. L.Y.N. (Holdings) Ltd. I.D. number for the controlling shareholder: number at the Registrar of Companies in Israel 511349896 Was control transferred during the period described in the report: No Explanation: if control in the reporting corporation was transferred, the name and I.D. number of the previous controlling shareholder must be stated. On February 7, 2019, changes occurred in the holdings of the interested parties in the Bank, following the completion of a separation transaction in the Ofer Group which was completed on the said date, and within which, inter alia, L.Y.N (Holdings) Ltd. ( L.Y.N ) purchased all of the shares in the Bank held by Ofer Investments Ltd. (company number 510160781) and Ofer Sachaf Ltd., a company fully owned by Ofer Investments Ltd. at a total scope of approx. 9.28% of the share capital and voting rights at the Bank and L.A.B.M (Holdings) Ltd. a company fully owned by L.Y.N purchased all of the shares in the Bank held by C.A.B.M Ltd. and A.A.B.M Ltd., companies fully owned by Ofer Brothers Holdings (1989) Ltd. (company number 511394546) at a total scope of approx. 9.74% of the share capital and voting rights at the Bank.
36 For further details see a report released by the Bank on February 7, 2019 regarding the notice of Ofer Investments Ltd. and Ofer Brothers Holdings (1989) Ltd., regarding the completion of the separation agreement at the Ofer Group dated November 8, 2018 (reference number 2019-01-011308) and the notes to holders 3 to 5 in a report released by the Bank on January 7, 2019 regarding Status of Holdings of Interested Parties and Senior Officers (reference number 2019-01-002787); the said mentions constitute inclusion by way of reference of all of the information included in the report dated February 7, 2019 and the notes regarding Holders 3 to 5 in the report dated January 7, 2019. The aforesaid report was signed by Maya Feller, Secretary of the Bank Numbers of references of previous documents on the issue (the mention does not constitute inclusion by way of reference): 2019-01-011323 2019-01-011308 Date of update of the structure of the form: December 31, 2018 The corporation's securities are listed on the Tel Aviv Stock Exchange Abbreviated name: Mizrahi Tefahot Address: 7 Jabotinsky, Ramat Gan 52520 Telephone: 03-7559720 Fax: 03-7559923 Email: MANGMENT@UMTB.CO.IL Company s website: https://www.mizrahi-tefahot.co.il Former names of reporting entity: United Mizrahi Bank Ltd. Name of Electronic Reporter: Feller Maya Position: Secretary of the Bank Name of Employing Company: Address: 7 Jabotinsky, Ramat Gan 52520 Telephone: 03-7559720 Fax: 03-7559923 e-mail: mangement@umtb.co.il
37 Shareholders' Register Signed by Mrs. Maya Feller, Corporate Secretary February 7, 2019 Wertheim Group MWZ (Holdings) Ltd. F & W Registered Partnership Total Ofer Group L.A.B.M (Holdings) Ltd. Total Mizrahi Tefahot Nominees Company Ltd. Fischman Mordechai Savion Tal Fentzer Natan Feldman Avi Total of Quantity of shares 53 29,275,441 29,275,494 29,512,972 29,512,972 174,635,739 3 2,100 200 1 233,426,509 % of holding 0.0000% 12.5416% 12.5416% 12.6434% 12.6434% 74.8140% 0.0000% 0.0009% 0.0001% 0.0000% 100.0000%
38 Register of options holders and register of bonds holders Signed by Mrs. Maya Feller, Corporate Secretary Number of certificate Date of the transfer Name of certificate Maturity of the Security Name of the holder Identification number of the holder Holder's address Current quantity held 1 23.11.2006 Deferred capital notes (series A) Total for series (certificate 1) 1.1.2016 Mizrahi Tefahot Nominees Company Ltd. 510422249 7 Jabotinsky St. Ramat- Gan 1,701,984,302 1,701,984,302 Quantity of options MZTF Op CEO 2014 239,419 Options warrants to employees MZTF Op 2014 2,709,234 Options warrants to employees MZTF Op 2015 26,493 Options warrants to employees MZTF Op 2017 2,604,052