BANK LEUMI LE ISRAEL LTD

Transcription

1 BANK LEUMI LE ISRAEL LTD NOTICE TO ORDINARY STOCK OWNERS A notice is hereby given of convention of the 2015 Annual General Meeting of the bank, to be held at Beit Lin, 35 Yehuda Halevy Street, Tel Aviv, on July 8 th 2015 at 11:00 AM. 1. LIST OF SUBJECTS ON THE AGENDA 1.1 To receive and discuss the financial statements, rules and accounts of the directors and the auditing accountants for the year ending on December 31st To reelect the auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Board of Directors to determine the fees thereof. 1.3 To approve the amendment to the bank's Articles of Association in accordance with the draft attached hereto as Annex A'. 1.4 To elect three external directors according to Directive 301 of the Supervisor of Banks ( External Director ) for a period of three year, among the candidates who were proposed by the Committee for the appointment of directors of banks which was appointed pursuant to article 36A of the Banking Law and in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance. The candidates that were proposed by the Committee are, as follows: (A) Dr. Shmuel (Muli) Ben-Zvi; (B) Mr. Ohad Marani; (C) Prof. Assaf Rasin; (D) Prof. Yedidya Stern (a serving director who completed a term in office and was nominated for reelection). 1.5 To elect two external directors pursuant to article 239 of the Companies Law, ("ED", Companies Law"), for a period of three years, from the list of candidates who were proposed by the Committee for the appointment of directors of banks which was appointed pursuant to article 36A of the Banking (Licensing) Law and in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance. The candidates that were proposed by the Committee are, as follows: (a) CPA Yechiel Borochoff; (b) Ms. Tamar Gottlieb; (c) Adv. Chaim Samet (a serving director who completed a term in office and was nominated for reelection). 1.6 To approve the resolutions related to fulfillment of office and regarding disclosure by officers, in accordance with the draft that will be presented to the Meeting. 2. PROVISIONS REGARDING VOTING IN A MEETING 2.1 Required Majority and Voting Procedure The majority required in order to adopt resolutions 1.2, 1.3 and 1.6 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote and voting by themselves (including via a voting paper in subject 1.8), or by a proxy Abstaining votes shall not be considered in the count of the total votes Regarding the voting procedure and the required majority for adoption of resolution no. 1.4, on the subject of election of External Directors, refer to the specified in section herein below Regarding the voting procedure and the required majority for adoption of resolution no. 1.5, on the subject of selection of EDs, refer to the specified in section herein below Voting procedure regarding resolution no. 1.4 Regarding resolution 1.4 (election of three external directors), the voting procedure in the General Meeting is specified as follows: (a) The majority required for adoption of the resolution no. 1.4 on the agenda, related to the election of an external director, is a "simple majority" from the total voting rights of the stock holders entitled to vote, and 1

2 who have voted by themselves or via a proxy (including by way of a voting paper) ("Simple Majority" and "Vote Participants"). (b) In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for an external director's tenure who have received a Simple Majority exceeds three, such being the number of available office positions, the candidates who have received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required between several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery (for the purpose of this section, the external directors that shall be elected as specified shall hereinafter be referred to as the "Elected Candidates"). (c) The tenure of the Elected Candidates is subject to the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance. The order in which the tenure of the elected candidates begins shall be in accordance with the order in which approval or non-objection was received from the Supervisor of Banks as stated, in relation to those elected candidates, while taking note of the number of available positions on the Bank Board of Directors and the date on which such positions became available. The beginning of the tenure of the directors serving on the date of the General Meeting and elected for an additional term, shall be from receipt of the Supervisor of Banks approval of or non-objection to the appointment, and on a date that will not precede the end date of the current term. (d) For further details, refer to section 2.2 herein below Voting procedure regarding resolution no. 1.5 Regarding resolution 1.5 (election of two EDs), the voting procedure in the General Meeting is specified as follows: (a) In accordance with the set forth in the Companies Law, and taking into consideration the fact that the bank is a banking corporation without a controlling core, the majority required for adoption of the resolution specified in section 1.5 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote, and who have voted by themselves (including by way of a voting paper) or by a proxy (hereinafter, respectively: "Simple Majority" and "Vote Participants"), and only provided that one of the following is fulfilled: 1) The count of majority votes includes a majority of all the Vote Participants who do not have a personal interest in the approval of the appointment (hereinafter: the "Independent Shareholders"); or 2) The total number of objecting votes from among the Independent Shareholders, with respect to the resolution on the agenda, shall not exceed 2% of the overall voting rights in the bank. (All terms of voting required herein above, including the one referring to a simple majority, shall hereinafter jointly be referred to as "Special Majority"). (b) In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for an ED office who have received a Special Majority exceeds two, such being the number of available office positions, the candidates who have received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required among several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery (in this clause, the EDs who are elected as stated shall be called the Elected Candidates ). The tenure of the elected candidates is subject to the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance and shall begin afterwards. The order in which the tenure of the elected candidates begins, shall be in accordance with the order of obtaining the approval or lack of objection of the Supervisor on Banks. (c) As stated, in relation to those elected candidates, taking note of the number of available positions on the Board of Directors and the date on which these positions became available, the beginning of the tenure of directors serving at the date of the General Meeting and elected for an additional tenure, shall be from 2

3 receipt of the Supervisor of Banks approval of or non-objection to the appointment, and on a date that will not precede the end date of the current term. (d) For further details, refer to section 2.2 herein below as well as section 2.3 herein below. 2.2 Additional details regarding election of directors (resolutions no. 1.4 and 1.5 ) * Namely a stock holder a. Attention should also be paid to the specified in article 34(a1) of the Banking (Licensing) Law, : "a person shall not conclude an agreement with another regarding their vote for appointment of a Director in a Banking Corporation or in bank holding corporation, including with respect to their vote for termination of office, except in accordance with a permit issued by the Governor, after consulting the Licenses Committee; this provision shall not apply on a Holders Board, as per the meaning of article 11D(a)(3)(b) of the Ordinance, regarding a vote for appointment of a Director proposed as a candidate by them in accordance with the said article, as well as on a holder of Means of Control* who has agreed with another that the other will vote in his name and on his behalf without discretion, as instructed by the holder of the Means of Control, and only provided that if the other holds Means of Control by himself in the Banking Corporation or the Bank Holding Corporation, respectively, he shall not vote in the name and on behalf of more than one other holder". Therefore, regarding election of the directors (resolutions no. 1.4 and 1.5 on the agenda), a proxy who is also a stock holder in the Bank may vote in the name and on behalf of only one additional stock holder. Regarding the remaining subjects on the General Meeting's agenda, there is no hindrance for a said proxy to represent more than one stock holder. b. It is emphasized that in accordance with the directives of the Bank of Israel at least fifth of all members of the Board of Directors must possess "banking experience", as such term is defined in the directives of the Banking Supervision. c. In accordance with Regulation 85C of the Bank s Article of Association, it shall be emphasized that if prior to actual commencement of tenure of any of the elected candidates it has been clarified that he shall not commence his tenure for any reason whatsoever, the individual who shall be deemed selected in lieu thereof by the General Meeting shall be any of the remaining candidates possessing the same type of qualification (ED, External Director, other director), who has received the required majority for selection; and whereas a number of candidates have received the said required majority, then the person who shall be deemed elected shall be the candidate who has received the next highest number of supporting votes in the voting in the General Meeting (the "Next in Line"). The specified in this section shall also apply with respect to the Next in Line. d. Abstaining votes shall not be considered in the quorum of the total votes for the election of external directors and election of EDs. e. The vote shall be for each candidate separately. The quorum of voters may vote for each of the candidates for a tenure of an external director, as well as for each of the candidates for tenure as ED, as relevant, and their vote is not limited to one candidate. 2.3 Personal interest, interested parties in the Bank, senior officer and institutional investor Article 276 of the Companies Law, which applies to the vote on Section 1.5 on the agenda, states that a shareholder participating in a vote shall notify the company prior to the vote in the General Meeting, or if the vote is via a voting paper within the voting paper, whether or not he has a personal interest in the approval of the transaction; whereas the shareholder has not notified as specified, he shall not vote and his voice shall be disregarded." Article 1 of the Companies Law states that as personal interest of a Vote Participant shall also be deemed "a personal interest of a person voting in accordance with a power of attorney granted to him by another, even if the other person has no personal interest, and the vote of the person who has received a power of attorney to vote in the name of an individual having a personal interest shall be deemed as a vote of an owner of a personal interest, whether the discretion regarding the vote lies with the voter or not" Therefore, a stock holder participating in the vote on section 1.5 on the agenda must notify the bank before the vote in the General Meeting, or, if he is voting via a voting paper then within the voting paper, whether or not 3

4 he has a personal interest in the approval of the resolutions. On the second part of the voting paper, space is designated to mark the existence or absence of a personal interest, as specified, as well as to describe the personal interest. Whereas a stock holder has not notified as specified, or marked "yes" but did not provide a description as specified - his vote shall be disregarded In addition, a stock holder participating in a vote on section 1.5 on the agenda shall notify the bank prior to the vote in the General Meeting, or, if he is voting via a voting paper within the voting paper, whether or not he is a senior officer of the bank (as per the definition of the term "senior officer" in article 37(d) of the Securities Law, ), or an institutional investor, as defined in Regulation 1 of the Companies Regulations (Written Votes and Position Papers), On the second part of the voting paper, space is designated to mark the existence or absence of the criteria specified in this section, as well as for the description thereof. Whereas a stock holder has not notified as specified, or marked "yes" and did not provide a description as specified - his vote shall be disregarded. 2.4 Legal Quorum According to the bank's Articles of Association, the legal quorum for convention of a General Meeting shall be the presence of three stock holders or more present in person or by proxy, within half an hour as of the time set for the opening of the Meeting. Whereas a legal quorum shall not be present within half an hour as of the time set for the opening of the Meeting, the same shall be postponed to July 15 th 2015, at the same place and the same time. Whereas a legal quorum shall not be present at the said adjourned Meeting, two stock holders, present in person, shall constitute legal quorum and shall be entitled to deal with the matters for which the Meeting was summoned. 2.5 Effective Date The effective date for the purpose of the stock holders' right to vote in the General Meeting is June 10 th Voting paper and Position Papers A stock holder entitled to be present and vote may vote via a voting paper, in accordance with the Companies Law and the Companies Regulations (Written Votes and Position Papers), (the "Regulations"), with respect to sections 1.4, 1.5 and 1.6 on the agenda Herein below is the Securities Authority's ("Securities Authority") data dissemination website and the website of the Tel Aviv Stock Exchange Ltd ("Stock Exchange"), wherein the draft of the voting paper and the position papers, as defined in articles 87 and 88 of the Companies Law can be found: The Securities Authority's data dissemination website: The Stock Exchange website: Voting via a voting paper shall be done within the second part of the voting paper, as published by the bank on the Securities Authority's dissemination website A stock holder may address the bank directly in order to obtain there from a draft of a voting paper and of a position paper The Stock Exchange member shall send, without consideration, each stock holder who is not registered in the Shareholders' Registry and whose stock is registered with the said Stock Exchange member, at the authority's dissemination website, via electronic mail, a link to the draft of the voting paper and position paper, unless the stock holder has notified that he is not interested in receiving the said link, and only provided that the notice was provided with respect to a particular securities account and on a date that is prior to the Effective Date A stock holder whose stock is registered with the Stock Exchange member may obtain an ownership certification from the Stock Exchange member through which he holds his stock, at the branch of the Stock Exchange member or via postal delivery, to his address, in consideration for a delivery fee only, if so requested, and only under the condition that the respective request shall be granted in advance to a particular securities account The last date for delivery of position papers to the bank is June 21st The last date for delivery of voting papers to the bank is 11:00 AM of July 5 th

5 2.7 Additional provisions and further information regarding voting in a General Meeting Except for the possibility to vote via a voting paper with respect to the sections specified above, a stock holder who is entitled to be present and vote may appoint a proxy or proxies who shall be present and vote on his behalf. The proxy does not have to be himself a stock holder in the bank In order for the proxy's appointment to be valid, the letter of appointment and the power of attorney (if any) according to which the letter of appointment is signed (if the letter of appointment is signed according to a power of attorney), must reach the bank's registered office by no later than 48 hours prior to the date of the General Meeting, namely by 11:00 AM on July 6 th In the case of a stock holder whose name is not registered in the Shareholders' Registry, an ownership certification from the Stock Exchange member must be attached to the letter of appointment, pursuant to the Companies Regulations (Proving Ownership of a share in order to vote at a General Meeting), It is clarified that a stock holder or a proxy who requests to be present and/or vote at a General Meeting must have the following documents, which he shall be required to present: (1) a valid identification card or passport, or driver's license; (2) an ownership confirmation valid as of the Effective Date - June 10 th A person who is not a stock holder, a proxy or who is a stock holder or a proxy but does not present an ownership confirmation valid as of June 10 th 2015 shall not be entitled to be present and to vote at the General Meeting. A stock holder whose shares are registered in the bank's Shareholders' Registry in name, is not required to present the specified ownership confirmation. 2.8 Review of documents The documents related to the resolutions on the General Meeting's agenda can be reviewed in the bank's secretariat at the bank's registered office at 34 Yehuda Halevy street, Beit Leumi (11 th floor), Tel Aviv, tel: , Sunday- Thursday between the hours of 08:00 and 15: ADDITIONAL SPECIFICATION REGARDING THE SUBJECTS ON THE AGENDA 3.1 The Financial Statements for the year 2014 (Subject 1.1 on the agenda) Subject Description Review of the bank's 2014 annual report can be made at the Securities Authority's MAGNA website, as well as at the bank's website In addition, a copy can be obtained by contacting the bank's secretariat at 34 Yehuda Halevy street, Beit Leumi (11 th floor), Tel Aviv, tel: , Sunday-Thursday between the hours of 08:00 and 15:00. Resolution Draft No decision is required. 3.2 Reelection of the auditing accountants (Subject 1.2 on the agenda) Subject Description The Annual General Meeting is requested to approve the reelection of the joint auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the bank's Board of Directors to determine the fee thereof. In the meeting of the bank's Audit Committee convened on May 25 th 2015 it was resolved to recommend to the General Meeting to reelect the joint auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer. Regarding the report to the Annual General Meeting on the auditing accountants' fee, refer to page 264 of the bank's periodic report for the year 2014, which was reported on the Securities Authority's dissemination website (the MAGNA website) on March 31 st 2015 (Reference: ). 5

6 Resolution Draft To reelect the auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the bank's Board of Directors to determine the fees thereof. Required Majority See section above. 3.3 Amendment of the bank's Articles of Association (Subject 1.3 on the agenda) Subject Description In its meeting held on May 27 th 2015, the bank's Board of Directors resolved to recommend the General Meeting to amend the bank's Articles of Association according to the amended draft (the amendments appear in the change notations) attached hereto as Annex A' to this report. Resolution Draft To approve the amendment to the bank's Articles of Association in accordance with the draft attached hereto as Annex A'. Required Majority See section above. 3.4 Election of Three External Directors According to Directive 301 of the Banking Supervision (Subject 1.4 on the agenda) Subject Description In accordance with the bank's Articles of Association, the following five directors are retiring by turn: Mr. Rami Guzman, Prof. Aryeh Gans, Adv. Chaim Samet (ED), Prof. Ephraim Zadaka and Prof. Yedidya Stern. In this General Meeting, five directors are up for election: three external directors according to Directive 301 of the Banking Supervision ( External Director ) in accordance with Section 1.4 on the agenda, and two external directors according to Section 239 of the Companies Law, ( ED ) in accordance with Section 1.5 on the agenda. In accordance with Section 1.4 on the agenda, the General Meeting must elect three external directors out of four candidates. The committee for the appointment of directors of banks which was appointed pursuant to article 36A of the Banking (Licensing) Law, notified the bank that it proposes to the General Meeting in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 to elect three candidates for director's office among the following four candidates proposed by it in this Section. The candidates that were proposed by the Committee are, as follows: (A) Dr. Shmuel (Muli) Ben-Zvi; (B) Mr. Ohad Marani; (C) Prof. Assaf Rasin; (D) Prof. Yedidya Stern (a serving director who completed a term in office and was nominated for reelection). For further information, refer to sections and 2.2 above. Subject 1.4(a): Election of Dr. Shmuel (Muli) Ben-Zvi as an external director of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Shmuel (Muli) Ben-Zvi (1A) Identification no: (2) Date of Birth:

7 (3) Address for delivery of court documents: 11 Rav Ashi, Tel Aviv (4) Citizenship: Israeli (5) Membership in committees of the Board of Directors: No. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: Regarding accounting and financial expertise and professional qualification, refer in accordance with the candidate declaration, subject to election at the annual General Meeting, subject to the approval or non-objection of the Supervisor of Banks and subject to approval by the Bank Board of Directors. (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: No. (8) Commencement date of his tenure as director of the corporation: Subject to election at the annual General Meeting and subject to the approval of the Supervisor of Banks. (9) Education and occupation during the last five years, as well as a list of corporations in which he serves as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. (11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: refer in accordance with the candidate declaration, subject to election at the annual General Meeting, subject to the approval or non-objection of the Supervisor of Banks and subject to approval by the Bank Board of Directors. Attached is Dr. Shmuel (Muli) Ben-Zvi s declaration, in accordance with articles 224B of the Companies Law Resolution Draft To elect Dr. Shmuel (Muli) Ben-Zvi as director of the bank for a period of three years. Required Majority See section above. Attention should also be paid to section 2.2 above. Subject 1.4(b): Election of Mr. Ohad Marani as an external director of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Mr. Ohad Marani (1A) Identification no: (2) Date of Birth: (3) Address for service of court documents: 12 Tzur, Ramat Efal (4) Citizenship: Israeli (5) Membership in committees of the Board of Directors: no. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification, refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors. 7

8 (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. (8) Commencement date of his tenure as director of the corporation: Subject to election by the Annual General Meeting and subject to the approval of the Supervisor on Banks. (9) Education and occupation during the last five years, as well as a list of corporations in which he serves as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. (11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: Refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors. Attached is Mr. Ohad Marani s declaration, in accordance with articles 224B of the Companies Law Resolution Draft To elect Mr. Ohad Marani as an external director of the bank for a period of three years. Required Majority See section above. Attention should also be paid to section 2.2 above. Subject 1.4(c): Election of Prof. Assaf Rasin as an external director of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Prof. Assaf Rasin (1A) Identification no: (2) Date of Birth: (3) Address for service of court documents: 16 Pilichovsky, Tel Aviv (4) Citizenship: Israeli and American (5) Membership in committees of the Board of Directors: no. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification, refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. (8) Commencement Date of his tenure as director of the corporation: Subject to election by the Annual General Meeting and subject to the approval of the Supervisor on Banks. (9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. 8

9 (11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: Refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors. Attached is Prof. Assaf Rasin s declaration, in accordance with articles 224B of the Companies Law Resolution Draft To elect Prof. Assaf Rasin as an external director of the bank for a period of three years. Required Majority See section above. Attention should also be paid to section 2.2 above. Subject 1.4(d): Election of Prof. Yedidia Stern as an external director of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Prof. Yedidia Stern (1A) Identification no: (2) Date of Birth: (3) Address for service of court documents: 10 Jehoshaphat, Jerusalem (4) Citizenship: Israeli and British (5) Membership in committees of the Board of Directors: A member of the audit, prospectus, procedure and investment, independent claims committee headed by former retires Judge Mr. Uri Goren, with regard to the American US Clients Customers and Chairman of the examination of claims (ad-hoc) committee. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: An independent and external director according to Directive 301 of the Proper Banking Regulation, in possession of accountancy and financial expertise and professional qualification. (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. (8) Commencement Date of his tenure as director of the corporation: (9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. (11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: Yes. Attached is Prof. Yedidia Stern s declaration, in accordance with articles 224B of the Companies Law Resolution Draft To elect Prof. Yedidia Stern as an external director of the bank for a period of three years. 9

10 Required Majority See section above. Attention should also be paid to section 2.2 above. 3.5 Election of two External Directors, in accordance with Section 239 of the Companies Law (Subject 1.5 on the agenda) Subject Description On October 10 th 2015, the tenure of Adv. Chaim Samet as an external director of the Bank will expire according to Section 239 of the Companies Law ( ED ). As specified above, according to subject no. 1.5 on the agenda, the General Meeting must elect two External Directors among three candidates. The committee for the appointment of directors of banks which was appointed pursuant to article 36A of the Banking Law, notified the bank that it proposes to the General Meeting, in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance to elect two candidates for the office of an ED, out of the following three candidates proposed by it in this section. The candidates that were proposed by the Committee are, as follows: (a) CPA Yechiel Borochoff; (b) Ms. Tamar Gottlieb; (c) Adv. Chaim Samet (a serving director who completed a term in office and was nominated for reelection). For further information, refer to sections 2.1.6, 2.2 and 2.3 above. Subject 1.5(a): Election of CPA Yechiel Borochoff as an ED of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Yechiel Borochoff (1A) Identification no: (2) Date of Birth: (3) Address for service of court documents: 111A Yafe Nof, Haifa. (4) Citizenship: Israeli (5) Membership in committees of the Board of Directors: no. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification, refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. (8) Commencement date of her tenure as director of the corporation: Subject to election by the Annual General Meeting and subject to the approval of the Supervisor on Banks. (9) Education and occupation during the last five years, as well as a list of corporations in which she serves as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. (11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the 11

11 Companies Law: Refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors. Attached is Yechiel Borochoff s declaration, in accordance with articles 224B and 241 of the Companies Law Decision of the Audit Committee It should be noted that On May 27 th 2015, the Board of Directors' Audit Committee approved, on the basis of the facts presented before the committee and on the basis of the declarations of the candidate, that the facts specified herein below do not create a "connection" on part of Mr. Borochoff, as per its meaning in article 11e(b) of the banking ordinance, and/or as defined in article 240 of the Companies Law. Alternatively, if those do constitute a "connection", then it is at the most a "negligible connection", in accordance with Regulation 5 of the Companies Regulations (Matters which do not constitute a connection), : a) Management of an account and / or credit facility in Bank Leumi, in a company controlled by Bank Leumi or a significant holder of Bank Leumi, in the regular course of business, by the candidate or by companies under his control, or any relative or anyone with whom he has a close affiliation, or other companies and entities in which the candidate or anyone with whom he has a close affiliation serve in positions that are deemed as having a business conduct with the Bank. Said approval is given subject to Mr. Borochoff, should he be elected to serve as a director in the Bank, acting to close the accounts under the names of the two companies that are fully owned by him in which he serves as CEO. b) His holdings or the holdings of his relative or anyone with whom he has a close affiliation of investment portfolios and / or pensions and / or provident funds and / or insurance policies and / or other financial products with significant holders of the Bank. c) Holding of 25% of the share of an inactive company, with 25% of the shares of this company being held by the widow of the brother of another director in Bank Leumi, this via another company. Resolution Draft To elect CPA Yechiel Borochoff as an ED under Section 239 of the Companies Law, for a period of three years. Required Majority See section above. Attention should also be paid to sections 2.2 and 2.3 above. Subject 1.5(b): Election of Ms. Tamar Gottlieb as ED of the bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Ms. Tamar Gottlieb (1A) Identification no: (2) Date of Birth: (3) Address for delivery of court documents: 10 HaSharon, Ra anana (4) Citizenship: Israeli (5) Membership in committees of the Board of Directors: no. (6) Is she an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification, refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors (7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. 11

12 (8) Commencement date of shis tenure as director of the corporation: Subject to election by the Annual General Meeting and subject to the approval of the Supervisor on Banks. (9) Education and occupation during the last five years, as well as a list of corporations in which she serves as director: as specified in the CV attached to this report. (10) Is she a family member of any other interested party in the corporation: no. (11) Is she a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: Refer to the candidate's declaration, subject to election by the Annual General Meeting, subject to the approval of or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors. Attached is Ms. Tamar Gottlieb s declaration, in accordance with articles 224B and 241 of the Companies Law Decision of the Audit Committee It should be noted that On May 25 th 2015, the Board of Directors' Audit Committee approved, on the basis of the facts presented before the committee and on the basis of the declarations of the candidate, that the facts specified herein below do not create a "connection" on part of Ms. Gottlieb, as per its meaning in article 11e(b) of the banking ordinance, and/or as defined in article 240 of the Companies Law. Alternatively, if those do constitute a "connection", then it is at the most a "negligible relationship" or a retail business relationship, in accordance with article 11e(e) of the banking ordinance and / or a "negligible connection" in accordance with Regulation 5 of the Companies Regulations (Matters which do not constitute a connection), : a) Management of an account and / or credit facility in Bank Leumi, in a company controlled by Bank Leumi or a significant holder of Bank Leumi, in the regular course of business, by the candidate or by companies under his control, or any relative or anyone with whom he has a close affiliation, or other companies and entities in which the candidate or anyone with whom he has a close affiliation serve in positions that are deemed as having a business conduct with the Bank. The approvals are subject to a company managed and owned (50% of the capital) by Ms. Gottlieb, shall not continue to represent customers with the Bank group, this should Ms. Gottlieb be elected to serve as a director in the Bank. b) Her holdings or the holdings of her relative or anyone with whom she has a close affiliation, including companies in which she has holdings, of investment portfolios and / or pensions and / or provident funds and / or insurance policies and / or other financial products with significant holders of the Bank. c) In September 2014 the company in which Ms. Gottlieb serves as Chairwoman of the Board of Directors, performed an issuance of bonds for conversion. The Chief Issuance Manager was another bank, and a subsidiary of the Bank served as one of the issuance managers (out of four). d) Ms. Gottlieb served for 8 years, until June 4 th 2014, as ED and Chairwoman of the Audit Committee for examination of financial statements, in a public company in Israel, in which there is no controlling owner. Excellence Investments Ltd. Is the controlling owner in a corporation which has a management agreement with the company. Excellence Investments Ltd. is a subsidiary of The Phoenix Ltd., which is a significant holder in the Bank. e) A relative of Ms. Gottlieb serves as a portfolio manager in the Pe ilim Company, which is a subsidiary of Bank HaPoalim. This relative is not an employee of Bank HaPoalim and is not an officeholder in the Pe ilim Company. f) A relative of Ms. Gottlieb s spouse has worked in the Foreign Ministry for about 25 years now, and currently serves as an ambassador, while the State of Israel is an interested party in the Bank. g) In addition, the approval of the Supervisor of Banks was brought before the Audit Committee regarding the absence of a connection that reaise concerns of a conflict of interests in the position, relating to the tenure of the candidate as director of IDB Development Ltd., which controls Clal Insurance Enterprises Holdings Ltd., which is a significant holder in the Bank. Resolution Draft To elect Ms. Tamar Gottlieb as ED according to Article 239 of the Companies Law, for a period of three years. Required Majority See section above. Attention should also be paid to section 2.2 and 2.3 above. 12

13 Subject 1.5(c): Election of Adv. Chaim Samet as ED of the Bank Details regarding the candidate for election, to the bank's best knowledge: (1) Name: Chaim Samet (1A) Identification no: (2) Date of Birth: (3) Address for delivery of court documents: 1 HaSadot, Ramat HaSharon (4) Citizenship: Israeli (5) Membership in committees of the Board of Directors: Chairman of the Remuneration Committee and a member of the Audit, Resources, Prospects, Investments and the Committee for Examination of Claims (ad hoc) [clarification, as of June 15 th 2015, the Committee for Examination of Claims (ad hoc) which Mr. Samet was a member of, ceased to operate following the completion of its obligationsfunctions. There is no relation connection between this committee and the independent claims committee headed by former retires Judge Mr. Uri Goren, with regard to the American ClientsUS Customers. (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: An independent and external director as defined in the Companies Law and Regulation 301 of the Proper Banking Procedure, possesses accountancy and financial expertise and professional qualification. (7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no. (8) Commencement date of his office as director of the corporation: (9) Education and occupation during the last five years, as well as a list of corporations in which he serves as director: as specified in the CV attached to this report. (10) Is he a family member of any other interested party in the corporation: no. (11) Is he is a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number prescribed by the Board of Directors pursuant to article 92(a)(12) of the Companies Law: Yes. Attached is Adv. Chaim Samet s declaration, in accordance with articles 224B and 241 of the Companies Law Decision of the Audit Committee On May 27 th 2015, the Board of Directors' Audit Committee approved, on the basis of the facts presented before the committee and on the basis of the declarations of the candidate, that the facts specified herein below do not create a "connection" on part of Mr. Samet, as per its meaning in article 11e(b) of the banking ordinance, and/or as defined in article 240 of the Companies Law. Alternatively, if those do constitute a "connection", then it is at the most a "negligible relationship" or a retail business relationship, in accordance with article 11e(b) of the banking ordinance and / or a "negligible connection", in accordance with Regulation 5 of the Companies Regulations (Matters which do not constitute a connection), : a) Management of an account and / or credit facility in Bank Leumi, in a company controlled by Bank Leumi or by a significant holder of Bank Leumi, in regular course of business, by a candidate or companies controlled by him and by any of his relatives, or any person who has a close affiliation there to, or other companies and entities in which the candidate, or any person who has a close affiliation there to, act in positions that are deemed as having a business relations with the bank. The aforesaid includes in relation to an account managed in the bank in the name of Mr. Samet s relative, in which the liability is not repaid regularly. b) His holdings or the holdings of his relative or anybody in close relation with him, of investment portfolios and/or pensions and/or provident funds and/or insurance policies and/or other financial products held by material holders of the bank. 13

14 c) Mr. Samet s sister works in Phoenix, which is a significant holder in the Bank, but she is not and was not an officeholder in the company. Resolution Draft To elect Mr. Chaim Samet as an ED, pursuant to article 239 of the Companies Law, , for a term of three years. Required Majority See section above. Attention should also be paid to sections 2.2 above and 2.3 above. 3.6 Approval of fulfillment of office and disclosure by officeholders (Subject no. 1.6 on the agenda) Subject Description The General Meeting is requested to approve the resolutions related to fulfillment of office and disclosure by officers of the bank. These resolutions were also approved by the Annual General Meeting held on August 6 th The Companies Law imposes a duty upon an officer of the bank to refrain from any action which may have conflict of interests between the fulfillment of his position in the bank, and the fulfillment of any other position thereof, including fulfillment of position in companies of the Leumi Group, or between his personal affairs. However, the bank may approve its consent to such conflict of interests; namely, the bank may agree to the fact that an officer will fulfill a position in addition to his positions in the bank, after the officer has disclosed to the bank the positions fulfilled there by outside of the bank. It is clarified, that such approval as specified in the proposed resolutions does not constitute an approval of a specific action or transaction in which the officer of the bank was involved within the framework of his position outside of the bank, if and whereas such approvals are required for the specific transaction or action in accordance with the Companies Law. In addition, the Companies Law imposes a disclosure duty upon officers where existing or proposed transactions of the bank are concerned, in which the officers have a personal interest. Whereas a personal interest includes also a personal interest of a corporation, which the officer or a relative thereof have an interest in (such as acting as a director in the corporation), the said disclosure duty is imposed upon the officers whether or not this is an ordinary transaction or an extraordinary transaction. The Companies Law adds and sets forth the manners of approval of such bank transactions and also states that the bank may approve non-extraordinary transactions in the manners specified in the bank's Articles of Association. Therefore, it is proposed to accept the above resolutions, upon the approval thereof by the Audit Committee and the Board of Directors, in accordance with the Companies Law. Resolution Draft To approve the resolutions related to fulfillment of office and disclosure by an officer, in accordance with the draft that will be presented before the General Meeting. Required Majority See section above. Tel Aviv, May 27 th By the order of the Board of Directors, Yael (Ben Moshe) Rudnicki, Adv. Bank Secretary 14

15 Articles of Association OF B A N K L E U M I L E - l S R A E L L I M I T E D Amendments: May 15, 1990 June 4, 1991 February 11, In these Articles unless there be something in the subject or context inconsistent there with: - "The Company" means the above-named Company. "The Proper Banking Management Directives" means the directives of the Supervisor on Banks in accordance with Article 5(c1) of the Banking Ordinance, related to the manners of activity and management of a banking corporation, of an officer thereof and of any person employed thereby. "The Directors Appointment Committee" means the committee for appointment of directors in banking corporations, appointed in accordance with the Banking Law (Licensing). "The Banking Ordinance" the Banking Ordinance, 1941, including any other legislation replacing the same, its amendments and the regulations enacted from time to time in accordance there with. "E.D" an external director, as defined in the Companies Law, "External Director" an external director, according to the meaning in Directive 301 of the Proper Banking Management Directives. "The Banking Law (Licensing), , including any other legislation replacing the same, its amendments and the regulations enacted from time to time in accordance there with. "The Securities Law, , including any other legislation that may replace it, the amendments thereto and the regulations that are promulgated thereunder, from time to time. "The Companies Law, , including any other legislation