Israel : Shelf Prospectus Report

This is an English convenience translation of the original Hebrew version. In case of any discrepancy, the binding version is the Hebrew original

ISRAEL CORPORATION LTD

Registrar Number: 520028010

To: The Securities Authority

www.isa.gov.il

To: The Tel Aviv Stock Exchange

www.tase.co.il

Form 022 (public) Published in MAGNA: 4.1.2017

Reference: 2017-01-002073

Shelf Offering Report

Provision 23A(f) of the Securities Law, 1968

The Securities Regulation (Shelf Offering of Securities), 2005

Mark the following clauses, if applicable:

• Shelf offering report includes ATM program

• Within the shelf offering report only shares of real estate investments fund are offered

• Within the shelf offering report only commercial securities are offered

• Within the shelf offering report commercial securities and other securities are offered

• The shelf offering report includes an exchange offer

• The shelf offering report includes a complementary notice

1. Attached please find the shelf offering report PDF

   Prospectus number: 29690 Note: please fill in for internal use of the ISA

2. The Publication date the Shelf Offering according to which the report is submitted is 05/05/2016 and the reference number (of Form 012) of the shelf offering is 2016-01- 059611

3. The date and hour of the beginning of the period to submit invitations: 05/01/2017, on 09:00

4. The date and hour of the ending of the period to submit invitations: 05/01/2017, on 16:30 The offered securities:

   Type of security	Name of security Number	of	Amount	The securities
   security	in	the	are offered to:

   Stock Exchange

   Debentures

   Israel Corporation debenture 11

   5760244

   1,000

   The Public

5. A. The consideration which is expected to be received for all types of securities, in a division of immediate consideration, future consideration, and/or listing and in division of issuer consideration and offerer consideration, regarding the matter.

   Please fill in the consideration's detail in NIS thousands

   Number of security in the Stock Exchange Security's Name Issuer immediate consideration (in NIS thousands) Offerers* immediate consideration (in NIS thousands) Issuer futuristic consideration (in NIS thousands) Offerers* futuristic consideration (in NIS thousands)

   5760244

   Israel Corporation debenture 11

   922,500

   0

   *Please fill in the following details if there is an offerer who is not the issuer that his name appears in the headline.

   In an event of listing:

   Number of security in the Stock Exchange Security's Name Amount Average closing rate* Total

   0

   *Note: the average closing rate of the same type of the security, in the first three trading days after the listing (if not known, please report revaluation and afterwards the calculation according to the final closing rate in a Form 028.

   Calculated consideration in NIS: 922,500,000.000

   B. Bill for prospectus fee

   The permanent amount as was at the date of submitting the request for the prospectus publication approval from 2016: NIS 4,200

   The total amount for calculation the fee: 922,500,000* 0.03% = NIS 280,950

6. Please find attached minutes from the board of directors meeting which approved the shelf offering report.

   Or

   The shelf offering report is signed by all the members of the board of directors.

7.  Please find attached a report/other approval signed in a source of

8. Please find attached the Stock Exchange approval for the listing of the offered securities or the securities which will derive from their conversion or their execution.

9.  Please find attached stamped trust deed

   Or

   • Please find attached a commitment for stamping the offered commitment letters

10.  Please find attached underwriting agreement

11.  Please find attached a document which was stated in the shelf offering report in the matter of

12.  Please find attached a commitment document for the avoidance of committing settlements which are not detailed in the shelf prospectus or in the shelf offering report

13.  Please find attached a limited partnership agreement and certificate of registration of the limited partnership

14.  Please find attached a trust agreement of the limited partnership

15.  Please find attached an approval according to The Income Tax Regulations

16.  Please find attached a power of attorney which was used for the signing of the shelf offering report or other document

17.  Please find attached a request according to section 24 for The Securities Law, 1968

18. Please find attached a file of the documents that were stated in sections 6-17 to this request PDF.

19. Please find attached an attorney's approval regarding the required permissions to the securities proposal PDF

Note: Wherever a file is attached, multiple files can be added.

Name of authorized signer on the report and authorized Electronic signer: Maya Alcheh Kaplan. Position: VP, General Counsel and Company's Secretary.

Signature date: 4.1.2017

Reference numbers of former documents in this regard (referring does not constitute incorporation by reference):

Securities of the corporation listed security in Tel Aviv stock exchange Abbreviated name: Israel Corporation

Address: P.O.B 20456, Tel Aviv 61204, Phone: [phone], Fax: [phone] E-Mail: [e-mail]

Former names of reporting entity: The Israel Corporation Ltd.

Name of Electronic Reporter: Maya Alcheh Kaplan. Position: Vice General Manager, General Counsel and Company's Secretary.

Address: Aranha 23 street, Tel Aviv 61204 Phone: [phone], Fax: [phone], e-mail - [e-mail]

This is an English convenience translation of the original Hebrew version. In case of any discrepancy, the binding version is the Hebrew original

Israel Corporation Ltd. ("The Company")

January 4, 2017

Shelf Offering Report

According to the shelf prospectus published by the Company on May 5, 20161 (hereinafter: the "Shelf Prospectus" or the "Prospectus"), and in accordance with the Securities Law, 5728- 1968 (hereinafter: the "Securities Law") and the provisions of the Securities Regulations (Shelf Offering of Securities), 5765-2005, the Company is pleased to hereby published a shelf offering report for the publication and listing for trade on the Tel Aviv Stock Exchange Ltd. (hereinafter: the "Stock Exchange") of the Bonds (Series 11) of the Company, by way of a series expansion (hereinafter: the "Shelf Offering Report" or the "Offering Report").

1. The Offered Securities

2. Up to NIS 900,000,000 par value Bonds (Series 11), listed by name, par value NIS 1 each, that are offered by way of expansion of a marketable series first listed for trade on the stock exchange under a Shelf Offering Report dated May 25, 2016, published under the Shelf Prospectus (hereinafter: the "First Shelf Offering Report"). For details regarding the terms of the Bonds (Series 11), including regarding the linkage terms to the dollar rate of the Bonds (Series 11) and regarding the payment dates of the principal and interest borne by the Bonds (Series 11) and its rate, see Section 4 below (the "Bonds (Series 11)").

3. As of the date of this Shelf Offering Report, there are NIS 510,621,000 par value Bonds (Series 11) in circulation.

4. The terms of the Bonds (Series 11) offered in the framework of this Shelf Offering Report are identical to the terms of the Bonds (Series 11) as described in the first Shelf Offering Report. The Bonds (Series 11) issued under this Shelf Offering Report will constitute, as of the date on which they are listed for trade on the Stock Exchange, as one series for all intents and purposes, together with the Bonds (Series 11) in circulation.

5. 1 Reference No.: 2016-01-034110.