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Harel Insurance Investments and Financial Services Ltd Harel Insurance Investments and Financial Services Ltd. Concealed header header Interim Report as at March 31, 2021 Contents Contents 1 Description of the Company Page 1.1 General 1.2 The Company's shareholders 2 Financial position and results of operations, equity and cash flows 2.1 Material changes in the Group's business and events in the Reporting Period 2.2 Material changes in the Group's business and events after the Reporting Period 2.3 Developments in the macroeconomic environment of the Group 2.4 Legislation and regulation in the Group's operating segments 2.5 Condensed data from the consolidated financial statements of Harel Investments 2.6 Other key information and effects by segment 2.7 Liquidity and source of finance 3 Market risks - exposure and management 4 Corporate governance 5 Disclosure concerning the economic solvency ratio This document is an English translation of the Hebrew version of the Company's financial statements for Q1 2021 and is for informational purposes only. The Hebrew version of the reports is the binding version. Board of Directors Report Harel Insurance Investments and Board of Directors Report for the three Financial Services Ltd. months ended March 31, 2021 Harel Insurance Investments and Financial Services Ltd. Board of Directors Report for the three months ended March 31, 2021 The Board of Directors Report for the three months ended March 31, 2021 ("the Reporting Period"), reflects the principal changes in the state of the business of Harel Insurance Investments & Financial Services Ltd. ("Harel Investments" or “the Company") during this period, and it was prepared assuming that the reader is also in possession of the Group's full Periodic Report for 2020 which was published on March 21, 2021 ("the Periodic Report”). The Board of Directors' Report also contains forward-looking information, as defined in the Securities Law, 1968. Forward-looking information is uncertain information concerning the future based on information in the company's possession at the time of publishing the report and which includes the company's assessments or intentions at the date of the report. Actual performance may differ substantially from the results estimated or inferred from this information. In certain instances, sections can be found that contain forward-looking information, where words such as: "the Company/the Group estimates", "the Company/the Group believes", "the Company/the Group anticipates", and the like appear, and such forward-looking information may also be worded differently. 1 Description of the Company 1.1 General Harel Insurance Investments and Financial Services Ltd. is a public company whose shares have been traded on the Tel Aviv Stock Exchange since 1982. The Company, together with its subsidiaries, ("the Group") operates principally in the following areas: A. In the various sectors of insurance, the Company operates through the following subsidiaries: Harel Insurance Company Ltd. (fully controlled) ("Harel Insurance"); Interasco Societe Anonyme General Insurance Company S.A.G.I (in which the Company holds 94%) (“Interasco” - which operates in non-life insurance in Greece; Turk Nippon Sigorta A.S. (fully controlled) (“Turk Nippon”), operating in Turkey; ICIC. - Israel Credit Insurance Company Ltd. (in which the Company holds 50%) ("ICIC") and EMI - Ezer Mortgage Insurance Company Ltd. (fully controlled) ("EMI").1 B. In the long-term savings sector, the Company operates through the following subsidiaries that are provident fund and pension fund management companies: Harel Pension and Provident Ltd. (fully controlled) ("Harel Pension & Provident”), which manages pension and provident funds; Tzva Hakeva Savings Fund - Provident Funds Management Company Ltd. (under full 1 For additional information about approval of the restructuring for transferring EMI from Harel Insurance to the Company, see Section 2.1.3 below. 1 Harel Insurance Investments and Board of Directors Report for the three Financial Services Ltd. months ended March 31, 2021 control) (“Tzva Hakeva Saving Fund - Provident Funds Management Company Ltd. (fully controlled) (“Tzva Hakeva”); LeAtid Pension Funds Management Company Ltd. (in which the Company holed 79%), which manages an old pension fund ("LeAtid"). C. In the financial services and capital market segment the Company operates through the subsidiary Harel Finance Ltd. ("Harel Finance") (fully controlled) and its key subsidiaries: Harel Mutual Funds Ltd. (“Harel Mutual Funds”) - a mutual fund management company; Harel Finance Investment Management Ltd. (“Harel Finance Investments”) - which is a licensed portfolio manager and manages investment portfolios; Harel Index Trade Ltd. - a company involved in market making for the ETFs managed by Harel Mutual Funds; Alfa Tech Investment Management Ltd., a licensed portfolio manager which manages investments for funds issued by Harel Mutual Funds using computerized models; Harel Finance Alternative R.E. Ltd., a company that serves as a general partner in the partnership Harel Finance Alternative R.E., a limited partnership registered in the USA; Harel Exchange Traded Deposit Ltd., a company that issued bonds backed by deposits. D. In the provision of credit to medium businesses the Company began operates through a subsidiary, Hamazpen Shutaphim Laderech Ltd. (in which it has a 70% stake). E. In the reverse mortgage sector the Company operates through Harel 60+ Ltd. (”Harel 60+”), a wholly owned subsidiary of Harel Insurance, providing loans for any purpose for those aged 60 or more. The Company's separate activity centers on the management, control and supervision of the subsidiaries, on-going planning of the Group's operations, and initiating activity and investments, both directly and through the Group's companies. 1.2 The Company’s shareholders Yair Hamburger, Gideon Hamburger and Nurit Manor are the principal shareholders in the Company (in this section: “the Shareholders”), holding 46.49% of the voting rights and the issued share capital of the Company. The Shareholders hold the Company principally through G.Y.N. Financial Consulting & Management Ltd. 2017, a limited partnership fully owned and controlled by the Shareholders, which they hold, as limited partners, through private companies fully owned by them (“G.Y.N. Partnership”) and they also hold the general partner in G.Y.N. Partnership. 2 Financial position and results of operations, equity and cash flow 2.1 Material changes in the Group's business and events in the Reporting Period 2.1.1 The COVID-19 virus Following the outbreak of COVID-19 at the beginning of 2020 (“COVID-19 crisis” or “the Pandemic”) which spread to many countries, Israel included, the volume of economic activity dropped sharply and restrictions were imposed on movement and employment in many parts of the world and in Israel. In view of the concern for the health and wellbeing of our employees, since the onset of the crisis the Group’s management took and continues to take measures to mitigate the 2 Harel Insurance Investments and Board of Directors Report for the three Financial Services Ltd. months ended March 31, 2021 risk for the Group’s employees. The Group made several decisions regarding limiting work in the Company’s offices in accordance with the directives and recommendations published by the Ministry of Health from time to time, while deploying and adapting work methods to working from home and taking stringent care to continue to provide regular, ongoing service to the Group’s customers and agents. In accordance with the regulations that require the Group to be prepared for business continuity scenarios, and thanks to the Group’s strong awareness of the importance of serving its customers, and its investment in technology and digital processes over the last four years, the Group has in place solutions for providing regular, continuous service for its customers even in times of emergency and it was and continues to be prepared for ongoing business activity in an adjusted format throughout the crisis period. At the date of publication of the report, most of the Group’s employees have returned to full and regular activity in the Company’s offices, taking care to comply with the social distancing rules intended to prevent COVID-19 contagion. Some of the Group’s employees continue to work from home by remote access on some days of the week. Notwithstanding the successful campaign to vaccinate Israel's population and the return to almost normal routine in Israel, the Company believes that the COVID-19 crisis is an evolving global event and there is no certainty regarding its conclusion and the extent of its impact on the Group’s assets and performance, particularly while additional outbreaks of the virus and its variants in the future cannot be ruled out. 2.1.2 Midroog rating On a rating for the Company by Midroog, see Note 6 to the Financial Statements. 2.1.3 Restructuring - EMI On February 28, 2021, the Company’s Board of Directors (after receiving the approval of the board of directors of the subsidiary, Harel Insurance) approved the transfer of all the holdings of Harel Insurance in Mortgage Holdings Israel Ltd. (“EMI Holdings”), which holds all the share capital of the insurance company EMI, to the Company (“the Restructuring”). The transfer of these holdings in EMI Holdings from Harel Insurance to the Company as part of the Restructuring will be accounted for as a dividend in kind from Harel Insurance to the Company, from distributable profits. In April 2021, formal approval was received from the Capital Market, Insurance and Savings Authority for the restructuring. The Restructuring will take place in accordance with the provisions of Section 104C of the Income Tax Ordinance, based on the approval of the Tax Authority which was received in May 2021. After completion of the restructuring, the Company will be able to receive a dividend of NIS 310 million from EMI Holdings and EMI, and it will also be able to receive an ongoing annual dividend flow of NIS 40 million from the current activities of these companies.
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