MIZRAHI TEFAHOT BANK LTD

Transcription

1 T049 Public MIZRAHI TEFAHOT BANK LTD No. with the Registrar of Companies: Securities of a Corporation Listed for Trading on the Tel Aviv Stock Exchange Abbreviated Name: Mizrahi Tefahot 7 Jabotinsky Street, Ramat Gan, 52520, Israel Tel: , , Fax: mangment@umtb.co.il Date of transmission: June 10, 2014 Ref: To Israel Securities Authority To Tel Aviv Stock Exchange Ltd An amending report to a flawed report which was filed on June 10, 2014, whose reference no. is The flaw: The file which was attached to Section 3 of the form (with regard to the names of the voters) cannot be read in its entirety, due to a technical fault The reason for the flaw: Technical fault The main points of the amendment: Attached again for Section 3 of the form below is a file which contains the names of the voters at the meeting Immediate Report on the Results of a Meeting for the Approval of a Transaction with a Controlling Shareholder and/or for the Approval of a Private Offering and/or for the Approval of Simultaneous Holding of Chairman and CEO Positions and/or Appointment of an External Director According to Regulation 13 of the Securities Regulations (A Transaction between a Company and a Controlling Shareholder), Or Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), Regulation 36D(b) of the Securities Regulations (Periodic and Immediate Reports) Additional issues on the meeting's agenda, if any, should be specified in Section 3 1. At the meeting which was convened on June 10, 2014, a notice of which was published in the form whose ref. no. is , and at which the following issues were discussed: Serial no. Type of transaction/issue on the Nature of the issue agenda 1 Other Approval of an updated compensation policy for officers in the Bank. 2 Other Approval of the service and employment terms of the Bank's CEO, including, inter alia, the approval of a compensation plan for the Bank's CEO, which includes a cash bonus as well as equity-based compensation by way of the allocation of option warrants pursuant to a private offering. The following resolutions were adopted: 1 Type of transaction/issue on the agenda: Other

2 Summary of the issue: Approval of an updated compensation policy for officers in the Bank. Summary of the proposed resolution: To approve the updated compensation policy for officers in the Bank, in the form attached as Annex A to the Immediate Report on the Convening of a Meeting, which was published by the Bank on May 4, 2014, ref. no (hereinafter: the "Convening Report"). The meeting resolved: To approve No. of shares/ which participated at the vote: 168,696,918 No. of shares/ which voted in favor of the resolution: 149,401,492 No. of shares/ which participated at the vote, and were not classified as shares whose owners have personal interest/as shares which are not held by controlling shareholders or by persons having personal interest in the approval of the appointment, other than personal interest which does not result from ties with the controlling shareholder: 72,132,698, out of which 52,837,272 voted in favor of the approval of the transaction and 19,295,426 voted against the approval of the transaction. No. of shares which participated at the vote and were not classified as shares held by controlling shareholders in the company/as shares whose owners have personal interest in the approval of the resolution: 72,132,698, out of which 52,837,272 voted for the approval of the transaction. No. of shares/ which voted against the resolution: 19,295,426 Voting rate in favor of the approval of the transaction out of the total voters who do not have personal interest in the transaction/who are not controlling shareholders or persons having personal interest in the approval of the appointment, other than personal interest which does not result from ties with the controlling shareholder: 73.25% Voting rate in favor of the approval of the transaction out of the total shareholders who are not controlling shareholders in the company/who do not have personal interest in the approval of the resolution: 73.25% Voting rate against the transaction out of the total voting rights in the company: 8.37% 2 Type of transaction/issue on the agenda: Other Summary of the issue: Approval of the service and employment terms of the Bank's CEO, including, inter alia, the approval of a compensation plan for the Bank's CEO, which includes a cash bonus as well as equity-based compensation by way of the allocation of option warrants pursuant to a private offering. Summary of the proposed resolution: To approve the service and employment terms of the Bank's CEO, including, inter alia, the engagement of the Bank in an employment agreement with the CEO, effective from his commencement of service as the Bank's CEO, on August 16, 2013, as well as the CEO's compensation plan, which includes a cash bonus and long-term equity-based compensation, all in the form attached to the Convening Report as Annex B; for this matter, see amendments to lapsus calami in the comments in the footnotes herein. The meeting resolved: To approve No. of shares/ which participated at the vote: 168,696,918 No. of shares/ which voted in favor of the resolution: 148,758,709 No. of shares/ which participated at the vote, and were not classified as shares whose owners have personal interest/as shares which are not held by controlling shareholders or by persons having personal interest in the approval of the appointment, other than personal interest which does not result from ties with the controlling shareholder: 72,132,698, out of which 52,194,489 voted in favor of the approval of the transaction and 19,938,209 voted against the approval of the transaction. No. of shares which participated at the vote and were not classified as shares held by controlling shareholders in the company/as shares whose owners have personal interest in the approval of the resolution: 72,132,698, out of which 52,194,489 voted for the approval of the transaction. No. of shares/ which voted against the resolution: 19,938,209

3 Voting rate in favor of the approval of the transaction out of the total voters who do not have personal interest in the transaction/who are not controlling shareholders or persons having personal interest in the approval of the appointment, other than personal interest which does not result from ties with the controlling shareholder: 72.36% Voting rate in favor of the approval of the transaction out of the total shareholders who are not controlling shareholders in the company/who do not have personal interest in the approval of the resolution: 72.36% Voting rate against the transaction out of the total voting rights in the company: 8.65% 2. Resolutions of the meeting in respect of other issues on the agenda: Approval of the discretionary component in the cash bonus for Mr. Moshe Vidman, the Chairman of the Bank's Board of Directors: It was resolved to approve to Mr. Moshe Vidman, the Chairman of the Board of Directors, NIS 246,000 thousands (1.35 salaries), which constitute the full discretionary component in the cash bonus for the Chairman in respect of 2013, all as provided in Section 3 of the Convening Report. Total number of voters: 168,696,918 votes Voted in favor of the resolution: 164,626,369 votes Voted against the resolution: 4,070,549 votes 3. Voters at the meeting who are institutional entities, interested parties, or senior officers: The form can contain up to 40 rows (each row containing information with regard to one holder who voted at the meeting). In the event that the list of voters is larger than 40, it shall be necessary to continue to list the data for the additional voters on an additional form. File: b_isa.pdf. The file shall contain, for each voter, the required data in this form (the full list is provided in the Hebrew version only). The details of the vote in accordance with the numbering of the issues provided in Section 1 above: Serial no. Number of the issue on the agenda Surname of the shareholder or holder / corporation name (Hebrew) (1) First name of the shareholder or holder Quantity of Personal interest (2) Manner of voting Voting paper / power of attorney 1 Issue Explanations: (1) The full name, as listed in the Registrar of Companies or in the ID, should ne noted. (2) Whether personal interest of the shareholder or the holder or personal interest of the proxy. In this column of the table, data should be listed as follows:

4 In the event of the approval of simultaneous holding of Chairman and CEO positions (pursuant to Section 121(C) of the Companies Law) "Yes" should be marked for a voter who is a controlling shareholder or who has personal interest in the approval of the resolution; In the event of the appointment of an external director (pursuant to Section 239(B) of the Companies Law) "Yes" should be marked for a voter who is a controlling shareholder or who has personal interest in the approval of the appointment, other than personal interest which does not result from ties with the controlling shareholder; In the event of an extraordinary transaction with a controlling shareholder or if the controlling shareholder has personal interest therein (pursuant to Section 275 of the Companies Law) "Yes" should be marked for a voter having personal interest in the approval of the transaction; In the event of a resolution pursuant to Section 350 of the Companies Law, or a resolution to change a trust deed in a meeting of bond holders "Yes" should be marked for a voter having personal interest, in accordance with the resolution. 1 Surname of the shareholder of holder (Hebrew) / corporation name (Hebrew): First name of the shareholder of holder (Hebrew): Surname of the shareholder of holder / corporation name (English): First name of the shareholder of holder (English): Type of identification number: Identification number: Participation in the meeting is by virtue of holding the number of which is: Place of incorporation of the shareholder or holder / passport country: Proxy name: Type of identity number of the proxy: Identification number of the proxy: Passport country: If the company has any knowledge regarding any connection between the voter (who does not have personal interest) and the company or any of the controlling shareholders therein, including employment relations, business relations, etc. details of the nature of such connections: 4. This report is submitted further to the following reports: Report Release date Ref. no. Original May 4, Original August 27, Comments with regard to Resolution 2 on the agenda (regarding the CEO's service and employment terms) below are amendments to lapsus calami in Annex B of the Convening Report, as such were noted in the scope of the general meeting which was convened on June 10, 2014: (1) In Section 4.11 of Annex B of the Convening Report instead of: "and within no more than two years from the date of the employment relations termination", should be: "and within no more than three (3) years from the date of the employment relations termination". (2) In Section of Annex B of the Convening Report instead of "target goal 95% or 110%", should be: "target goal 93% or 110%". This immediate report was signed by Maya Feller, Bank Secretary The reference numbers of previous documents on the subject (reference does not constitute incorporation by reference):

5 Previous names of reporting entity: United Mizrahi Bank Ltd. Form structure revision date: May 14, 2014 Name of the person reporting electronically: Feller Maya, Position held: Bank Secretary, Name of the employing company: United Mizrahi Bank Ltd. 7 Jabotinsky Street, Ramat Gan, 52520, Israel, Tel: , Fax: , mangment@umtb.co.il