הראל השקעות בביטוח ושירותים פיננסים בע"מ	1 818
HAREL INSURANCE INVESTMENTS & FINANCIAL SERVICES LTD
Corporation no: 520033986	14392

	Israel Securities Authority			Tel Aviv Stock Exchange		ת150 ( Public )		Reported via MAGNA:	07/05/2025
	www.isa.gov.il			www.tase.co.il				Reference:	2025-01-032093	Time of broadcast: 15:46 15:46

English language report to Israeli corporate

This form is for reports that has been translated to English (convenience translation) and should be published alongside with the report in Hebrew in accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970.

References of previous reports relating to this matter: _________ _________ _________

Harel Insurance Investments and Financial Services Ltd. (“the Company”) hereby announces that on May 6, 2025, the Company, together with Union Investments and Development Ltd. (“Union”), submitted an offer to acquire the holdings of Israel Discount Bank Ltd. (“Discount Bank”) in Israel Credit Cards Ltd. (“CAL”) (about 72% of the equity and 79% of the voting rights) (“CAL”), and this as part of the Company’s strategy to diversify its sources of income and expand its credit segment activity. First International Bank of Israel Ltd. (FIBI), which holds the balance of the shares in CAL has the right to be included in the transaction (tag-along right) in respect of all its holdings in CAL, such that in the final outcome, the acquisition will cover all the share capital of CAL. The offer was submitted as part of the first stage of a Process Letter (“PL”) prepared by Discount Bank, through J.P. Morgan investment bank, for various bidders, and the offer submitted is a Non-Binding Offer (“NBO”). Bidders who pass the first stage of the process will be required in the second stage to submit their binding offer for the acquisition. To submit the NBO, the Company entered into a Memorandum of Understanding with Union which, among other things, makes the following stipulations: (a) the parties will work jointly to submit a non-binding offer to acquire CAL. To the extent that after submittal of the NBO, they progress to the stage of submitting a binding offer, the parties will work jointly to submit a binding offer; (b) if they are selected as the designated buyer, the acquisition will take place through a Special Purpose Vehicle (“SPV”) to be established for that purpose by the parties (themselves or through corporations fully owned by them) and in which Union will hold 51% and Harel will hold 49%. It is stipulated that for the purpose of the transaction regulatory approvals will be required, including approval from the Governor of the Bank of Israel and the approval of the Commissioner of Competition. The PL does not specify a precise time frame for the sale process, including when the bidders will be informed if they have progressed to the second stage of the process and what the time frame of the second stage will be. There is no certainty that the Company and Union will progress to the second stage of the process; that if their offer progresses to the second stage, it will be selected; and that a binding agreement will be signed with Discount Bank if all the relevant approvals are obtained for completion of the transaction.

Attached hereto is a report on

Re: Collaboration with Union Group in an offer to acquire the holdings of Israel Discount Bank Ltd. in Israel Credit Cards Ltd. (“CAL”)

_________

	Reference to parallel Hebrew report:	2025-01-031844
	This report was not reported in Hebrew.

Details of the authorized signatories to sign on behalf of the corporation:

	Name of the signer	Corporate Role
1	Nala Vilenchik Levy	Secretary _________

Note: According to Rule 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these Regulations will be signed by the authorized persons to sign on behalf of the corporation. For the ISA staff notice Click here .


References of previous documents relating to this matter(the reference does not constitute incorporation by reference):



Stock Exchange/Market: הראל השקעות	Date of revision of form structure: 06/08/2024
Address: אבא הלל 3 , רמת גן 5211802 , Tel: 03-7547090 , 03-7547111 Fax: 03-7547100
E-mail address: giladsh@harel-ins.co.il Company site: www.harel-group.co.il

Previous names of reporting entity: הראל השקעות בביטוח ופיננסים בע"מ, הראל השקעות ביטוח ופיננסים בע"מ, הראל השקעות בביטוח בע"מ, הראל המשמר השקעות בע"מ

Name of the Signatory: שפירא דב גלעד Position of Signatory in the reporting corporation: Name of Employer Company:
Address: אבא הלל 3 , רמת גן 5211802 Telephone: 03-7547090 Facsimile: E-mail: giladsh@harel-ins.co.il 1