Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law.

Transcription

1 T460 Public ISRAEL DISCOUNT BANK LTD. Registration no The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange Abbreviated name: Discount Address: 23 Yehuda Halevi St., Tel Aviv 65136, Israel Tel: ; ; Fax: Transmission date: August 26, 2014 Reference: Israel Securities Authority Tel Aviv Stock Exchange Ltd. Immediate Report Regarding Convening/Adjournment/Cancelation of Meeting Regulation 36B(a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), The Corporation announces the: convening of a meeting holding a continuation of a meeting adjournment of a meeting adjournment of a meeting to an unknown date cancelation of a meeting The reference number of the last notice regarding the meeting is which was called to be held on Reason for adjournment or cancelation: 1. On August 26, 2014, it was resolved to call an Annual Meeting that will be held on Thursday October 2, 2014 at 11 a.m. at 23 Yehuda Halevi St. (17 th floor), Tel Aviv, Israel 2. Stock Exchange number of the security entitling the holders thereof to participate in the Meeting: The record date for determining the right to participate in and vote at the Meeting is September 3, On the agenda: Topics/resolutions to be raised at the Meeting 1 The topic/resolution and details thereof: Discussion of the Financial Statements and the Report of the Board of Directors of the Bank for the Year Ended December 31, 2013 Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on Called in accordance with Section 66(b) of the Companies Law 2

2 The topic/resolution and details thereof: To approve, as a final dividend for 2013, the interim dividend of 6% paid, on December 30, 2013, to shareholders of 40,000, 6% cumulative preference shares, with a nominal value NIS each. The amount of the dividend is GBP 24,000. Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on Called in accordance with Section 66(b) of the Companies Law 3 The topic/resolution and details thereof: To reappoint Ziv Haft as auditors and Somekh Chaikin as auditors and to authorize the Board of Directors to fix the fees of the auditors. In addition, a report will be presented to the Meeting concerning the fees of the auditors for 2013 for auditing activities and additional services pursuant to Sections 165 and 167 of the Companies Law, Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on Called in accordance with Section 66(b) of the Companies Law 4 The topic/resolution and details thereof: To elect four (4) external directors, as this term is defined in the Companies Law, , of whom at least three (3) shall meet the external director s eligibility terms, as defined in Directive 301 of the Proper Conduct of Banking Business Directives ( Companies Law ED ). The election at this Meeting is between the candidates proposed by the Committee for the Appointment of Directors at Banking Corporations appointed pursuant to Section 36A of the Banking (Licensing) Law, 1981 ( the Banking Law ) and pursuant to Sections 11D(a)(1) and (2) of the Banking Ordinance, 194 ( the Banking Ordinance ): a. Mr. Yehuda Levi; b. Mr. Baruch Lederman; c. Mr. Ilan Biran; d. Ms. Edith Lusky; e. Ms. Ruth Plato-Shinar. The vote for each director will be taken separately. Those participating in the vote are entitled to vote for each of the candidates to serve as a director. For further details regarding the appointment of the directors to the Bank s Board of Directors, including statutory provisions and the proposed resolutions, refer to section 2 of the attached report convening the Meeting and also the declarations and curriculum vitae of the candidates that are attached to this immediate report*.

3 Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on Called in accordance with Section 66(b) of the Companies Law 5 The topic/resolution and details thereof: To elect four (4) external directors, as this term is defined in Directive 301 of the Proper Conduct of Banking Business Directives ( 301 ED ). The election at the Meeting is between the candidates proposed by the Committee for the Appointment of Directors at Banking Corporations appointed pursuant to Section 36A of the Banking Law and pursuant to Sections 11D(a)(1) and (2) of the Banking Ordinance: a. Ms. Linda Benshoshan; b. Mr. David Levinson; c. Mr. Bishara Shoukair; d. Mr. Shaul Kobrinsky; e. Mr. Arie Orlev. The vote for each director will be taken separately. Those participating in the vote are entitled to vote for each of the candidates to serve as a director. For further details regarding the appointment of the directors to the Bank s Board of Directors, including statutory provisions and the proposed resolutions, refer to section 2 of the attached report convening the Meeting and also the declarations and curriculum vitae of the candidates that are attached to this immediate report*. Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on Called in accordance with Section 66(b) of the Companies Law 6 The topic/resolution and details thereof: Reference of last report regarding approval of a private proposal (T138): Transaction between the Company and a Controlling Shareholder thereof as referred to in Sections 275 and 320(f) of the Companies Law. Reference of last report on the topic (T133): Correction of disclosure Amendment of transaction terms Removal from the agenda The topic was discussed at a previous meeting Topic to be reported but not for voting on

4 Called in accordance with Section 66(b) of the Companies Law Attached is a report regarding the convening of the Meeting see Attachment 1 below 4. Attached: Text of Voting Ballot Text of Position Paper Attached to the original Hebrew report, but not to this translation Declaration of candidate to serve as a Director of the Corporation Declaration of Independent Director Declaration of External Director Attached to the original Hebrew report, but not to this translation Address of the website at which one may vote: address to which the Stock Exchange member may submit the material that he is required to furnish to the Company pursuant to Regulation 4(c)(1) of the Companies Regulations (Voting Ballot and Position Papers), : 5. Required legal quorum for holding the Meeting: The quorum for holding a general meeting is the participation of at least one shareholder, attending in person or by proxy, holding (individually or cumulatively) at least one-fifth of the voting rights in the Bank, within half an hour from the time stipulated for the start of the Meeting. If within half an hour of the time scheduled for opening the Meeting, a quorum is not present, the Meeting shall be adjourned until Tuesday, October 7, 2014, at 11 a.m. Where no quorum is present at the adjourned Meeting, as referred to above, one shareholder present in person or by proxy shall constitute a quorum and he may consider the matters for which such Meeting was called. 6. In the absence of a legal quorum, the adjourned Meeting will be held on: October 7, 2014 at 11 a.m. at 23 Yehuda Halevi St.(17 th floor), Tel Aviv, Israel. 7. Time and place for viewing each proposed resolution whose text is not fully presented in the above agenda: The text of the proposed resolutions to be brought for approval at the Meeting and the appendices can be viewed at the Office of the Secretary of the Bank, 23 Yehuda Halevi Street, Tel-Aviv, Israel, by prior arrangement (telephone no ), during regular business hours, from the date of publication of this notice. The Report has been signed on behalf of the Corporation, in accordance with Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), , by Ruth Moshkovitz, Corporate Secretary of the Bank and Joseph Beressi, Senior Executive Vice President and Chief Accountant. Reference numbers of previous documents relating to this topic (their mention does not constitute their inclusion by way of reference):

5 Prior names of the reporting entity: Date of updating structure of form: May 14, 2014 Name of person making electronic report: Moshkovitz, Ruth; Position: Corporate Secretary Name of Employing Company: 23 Yehuda Halevi St., Tel Aviv 65136, Israel, Tel: ; Fax: Israel Discount Bank's Immediate Reports are published in Hebrew on the website of the Israel Securities Authority and the Tel Aviv Stock Exchange. The English translation is prepared for convenience purposes only. In the case of any discrepancy between the English and Hebrew versions, the Hebrew will prevail. * It should be noted that, although referred to in the translation of this report, the voting ballot and the declarations of the candidates for appointment as director have not been translated and are not attached. However, the curriculum vitae of the candidates for appointment as director have been translated and are included as Attachment 2.

6 ATTACHMENT 1 ISRAEL DISCOUNT BANK LTD. ( The Bank ) Date: August 26, 2014 Israel Securities Authority Tel Aviv Stock Exchange Ltd. Re. Immediate Report Regarding Convening of Annual General Meeting The Bank is pleased to announce the convening of an Annual General Meeting ( the Meeting ), which will be held on Thursday, October 2, 2014 at 11 a.m. at the offices of the Bank, 23 Yehuda Halevi Street (17 th Floor), Tel Aviv, Israel. If a legal quorum is not present, the Meeting will be adjourned to Tuesday, October 7, 2014, at the same time and place. For further details regarding convening of the Meeting, refer to Part B of this Immediate Report below. 1. Topics on the agenda: 1.1 Discussion of the financial statements and the report of the Board of Directors of the Bank for the year ended December 31, The financial statements can be viewed on the Magna website of the Israel Securities Authority, on the website of the Tel Aviv Stock exchange Ltd. and on the website of Discount Bank Moreover, a copy may be obtained by applying to the Secretariat of the Bank, Discount Tower, 23 Yehuda Halevi Street, Tel Aviv, Israel (telephone: ), during normal business hours. The proposed resolution: No resolution is required. 1.2 Approval of interim dividend to preference shareholders as a final dividend. The proposed resolution: To approve, as a final dividend for 2013, the interim dividend of 6% paid, on December 30, 2013, to shareholders of 40,000, 6% cumulative preference shares, with a nominal value NIS each. The amount of the dividend is GBP 24,000. Majority required to pass the resolution: A simple majority of all the votes of shareholders of ordinary A shares voting at the Meeting personally or by proxy and entitled to vote, not taking abstentions into account (ENG) 1

7 1.3 Appointment of auditors and authorization of the Board of Directors to fix their fees. In addition, a report will be presented to the Meeting concerning the fees of the auditors for 2013 for auditing activities and additional services pursuant to Sections 165 and 167 of the Companies Law, 1999 ( the Companies Law ). The proposed resolution: To reappoint Ziv Haft as auditors and Somekh Chaikin as auditors and to authorize the Board of Directors to fix the fees of the auditors. Majority required to pass the resolution: A simple majority of all the votes of shareholders of ordinary A shares voting at the Meeting personally or by proxy and entitled to vote, not taking abstentions into account. 1.4 Appointment of directors to the Board of Directors of the Bank Companies Law EDs To elect four (4) external directors, as this term is defined in the Companies Law, 1999 ( the Companies Law ), of whom at least three (3) shall meet the external director s eligibility terms, as defined in Directive 301 of the Proper Conduct of Banking Business Directives ( Companies Law ED ). The election at this Meeting is between the candidates proposed by the Committee for the Appointment of Directors at Banking Corporations appointed pursuant to Section 36A of the Banking (Licensing) Law, 1981 ( the Banking Law ) and pursuant to Sections 11D(a)(1) and (2) of the Banking Ordinance, 194 ( the Banking Ordinance ): Mr. Yehuda Levi Mr. Baruch Lederman Mr. Ilan Biran Ms. Edith Lusky Ms. Ruth Plato-Shinar. For further details regarding the appointment of the directors to the Bank s Board of Directors, including statutory provisions and the proposed resolutions refer to section 2 below. 1.5 Appointment of directors to the Board of Directors of the Bank 301 EDs To elect four (4) external directors, as this term is defined in Directive 301 of the Proper Conduct of Banking Business Directives ( 301 ED ). The election at the Meeting is between the candidates proposed by the Committee for the Appointment of Directors at Banking Corporations appointed pursuant to Section 36A of the Banking Law and pursuant to Sections 11D(a)(1) and (2) of the Banking Ordinance Ms. Linda Benshoshan Mr. David Levinson Mr. Bishara Shoukair Mr. Shaul Kobrinsky Mr. Arie Orlev (ENG) 2

8 For further details regarding the appointment of the directors to the Bank s Board of Directors, including statutory provisions and the proposed resolutions refer to section 2 below. 1.6 Approval of the terms of service and employment of the Chairman of the Bank s Board of Directors For further details regarding the approval of the terms of service and employment, including the proposed resolution refer to section 3 below. 2. Further details regarding the appointment of the directors to the Bank s Board of Directors, including statutory provisions and the proposed resolutions: 2.1 A preliminary notice pursuant to Section 11C(a)(4) of the Banking Ordinance, 1941 was published on August 3, 2014 (reference no ). 2.2 The vote for each director will be taken separately. Those participating in the vote are entitled to vote for each of the candidates to serve as a director. 2.3 The majority required to pass a resolution for the appointment of a Companies Law ED (topics through on the agenda): (ENG) 3 A simple majority of all the votes of shareholders of ordinary A shares voting at the Meeting personally or by proxy and entitled to vote, not taking abstentions into account, provided that one of the following is fulfilled: (a) The majority of the votes will include the majority of the votes of the shareholders of ordinary A shares participating in the vote, who have no personal interest in the approval of the appointment; the number of votes of the said shareholders will not take abstentions into account; or: (b) The total opposing votes among the shareholders included in section (a) above does not exceed two percent (2%) of the total voting rights in the Bank. 2.4 The majority required to pass a resolution for the appointment of a 301 ED (topics through on the agenda): A simple majority of all the votes of shareholders of ordinary A shares voting at the Meeting personally or by proxy or by a voting ballot and entitled to vote, not taking abstentions into account. 2.5 Commencement of service of the directors that will be elected is subject to the consent or non-objection of the Supervisor of Banks to the appointment, in accordance with Section 11A of the Banking Ordinance. In light of the aforesaid, the elected director will commence service on the Bank s Board of Directors following receipt of the Supervisor s consent or his nonobjection. The order of commencing service for the elected directors will be according to the date order in which the aforesaid Supervisor s consent was received, in relation to those directors, taking into consideration the number of vacant positions on the Bank s Board of Directors and the date on which these positions become vacant. The commencement of service of directors, who are serving on the date of the Meeting and that are elected for an additional service

9 936055(ENG) 4 period, will be from the date of receiving the consent of the Supervisor of Banks to the appointment, or the Supervisor s non-objection, and on a date that is not earlier than the termination date of the current service period. It should be noted that, in accordance with the Supervisor of Banks s letter to the Bank, dated June 25, 2014, the number of members of the Bank s Board of Directors immediately following the forthcoming annual shareholders Meeting (2014), with respect to which this immediate report has been filed, will be 13 directors. 2.6 It should be noted that article 37D of the Bank s articles of association prescribes the following: Should the number of candidates for appointment as directors, who receive a majority of the votes of the participants in the vote at the general meeting, exceed the number of positions available for said appointment, the candidates who gained the most support at the vote at the general meeting will be selected. If any of the selectees is disqualified from serving as a director for any reason, including pursuant to a decision by the Supervisor of Banks, the candidate who gained the greatest amount of support at the vote at the general meeting, after the candidate who was disqualified as stated, will be the person selected. If a decision needs to be made between candidates who received an equal number of votes at the general meeting, and among these candidates there is a person who is standing for an additional period of service, that person shall be considered as having gained the greatest amount of support at the vote at the general meeting. Where both candidates for director are standing for election for the first time, or have been serving for identical periods, a further vote will be taken at the adjourned meeting on whose agenda will be the appointment of the directors who won an equal number of votes. 2.7 Attention is also drawn to the following statutory provisions: Since there is no female director among the members of the Board of Directors who continue to serve and are not standing for reelection at this Meeting, the provisions of Section 239(d) of the Companies Law shall apply, whereby in a company where, at the time of appointing an external director, all the members of its board of directors, who are not controlling shareholders of the company or their relatives, are of one gender, then the external director appointed shall be of the other gender Such candidates must meet all the conditions specified by law to serve as a director of a bank not having a core controlling interest, as stated in Sections 11E(b)-(e) of the Banking Ordinance Section 34(a1) of the Banking Law prescribes the following A person shall not conclude an agreement with another concerning their votes for the appointment of a director in a bank or a bank holding corporation, except in accordance with a permit that the Governor shall issue after consulting with the Licenses Committee; this provision shall not apply to a body of holders, as defined in Section 11D(a)(3)(b) of the Ordinance, for the purpose of voting on the appointment of a director who was removed by them pursuant to that Section, and also to a holder of means of control that concludes an agreement with another to the effect that said other will vote in its name and

10 on its behalf and without consideration, as the holder of the means of control has instructed him, provided that, if the other is himself a holder of means of control in a banking corporation or a bank holding corporation, as the case may be, no more than one other holder shall vote in his name and on his behalf. 2.8 The directors (with the exception of the Chairman of the Board of Directors) are entitled to the payment of annual compensation and fees for participating in meetings of the Board of Directors and its committees, in the "maximum amount" as prescribed in the Second and Third Addendums to the Companies Regulations (Rules on Remuneration and Expenses of Outside Directors), 2000, according to the ranking of the Bank, as approved by the Bank s Board of Directors on July 6, 2008, following approval by the Audit Committee on May 25, In accordance with the Bank s compensation policy that was approved at the extraordinary general meeting of the Bank held on February 17, 2014 (as reported in immediate reports reference nos and ), the Bank is entitled to purchase directors and officers liability insurance, which will apply, inter alia, to the directors, and to approve indemnification and exemption. This mention constitutes the inclusion by way of reference of the information included in the aforementioned reports. 2.9 Details concerning the candidates to serve as directors on the Bank s Board of Directors Companies Law EDs Yehuda Levi With regard to topic on the agenda Election of Mr. Yehuda Levi Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors (refer also to subsection below). ID no Date of birth Address for service of court documents 48 Kosovsky St., Tel Aviv, Israel Nationality Israeli Membership of Board committees Subject to being appointed a director, he will serve (at the least) as a member of the Audit Committee and as a member of the Compensation Committee, by virtue of his position as a Companies Law ED. Eligibility as an ED as defined in the Companies Law/eligibility as an independent director as defined in the In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks (ENG) 5

11 Companies Law/eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate confirmation or non-objection and subject to the approval of the Bank s Board of Directors. No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the candidate and subject to the approval of the Bank s Board of Directors. Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) and 241 of the Companies Law Prof. Itzak Swary, who serves as chairman of the Allied Group, is the brother-in-law of Mr. Levi. As the Allied Group has business relations with the Discount Group, this could be construed as an affinity, as defined in Section 240(b) of the Companies Law. Accordingly, an examination of the nature of these relations, both from the aspect of the candidate and also from the aspect of the Bank, is expected to be discussed by the Audit Committee at a time prior to the date of the Meeting. The Bank will file a report in which it will provide an update regarding the decision on this issue. The proposed resolution (subject to the above): To appoint Yehuda Levi as a director, in the position of an external director as defined in the Companies Law, 1999, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors (ENG) 6

12 Baruch Lederman With regard to topic on the agenda Election of Mr. Baruch Lederman Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors. ID no Date of birth Address for service of court documents 2 Esther HaMalka, Herzliya, Israel Nationality Israeli Membership of Board committees Subject to being appointed a director, he will serve (at the least) as a member of the Audit Committee and as a member of the Compensation Committee, by virtue of his position as a Companies Law ED. Eligibility as an ED as defined in the Companies Law/eligibility as an independent director as defined in the Companies Law/eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate (ENG) 7 In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors. No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the candidate and subject to the approval of the Bank s Board of Directors. Attached to this immediate report is a Declaration of a Candidate in accordance

13 Ilan Biran with the law, including the declaration pursuant to Section 224B(a) and 241 of the Companies Law. The proposed resolution: To appoint Baruch Lederman as a director, in the position of an external director as defined in the Companies Law, 1999, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors With regard to topic on the agenda Election of Mr. Ilan Biran Date on which service as a director commenced He has served since His appointment for an additional term of service is subject to his election at the Meeting and receipt of the Supervisor s consent or the Supervisor s non-objection. ID no Date of birth Address for service of court documents 40/14 S.Y. Agnon St., Tel Aviv, Israel Nationality Israeli Membership of Board committees Chairman of the Compensation Committee; member of: the Credit Committee, the Audit Committee, the Computer Committee, the Risk Management Committee and the Coordination Committee ED as defined in the Companies Law Independent director as defined in the Companies Law External director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives Possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and Yes Yes Yes Yes No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the (ENG) 8

14 details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate declaration of the candidate attached to this immediate report No Yes Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) and 241 of the Companies Law. Edith Lusky The proposed resolution: To appoint Ilan Biran as a director, in the position of an external director as defined in the Companies Law, 1999, for a period of three years, from October 29, 2014, subject to receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks With regard to topic on the agenda Election of Ms. Edith Lusky Date on which service as a director commenced She has served since Her appointment for an additional term of service is subject to her election at the Meeting and receipt of the Supervisor s consent or the Supervisor s non-objection. ID no Date of birth Address for service of court documents 6 Kehilat Kovna St., Tel Aviv, Israel Nationality Israeli Membership of Board committees Chairman of the Audit Committee; member of: the Human Resources Committee, the Corporate Governance Committee, the Risk Management Committee and the Coordination Committee ED as defined in the Companies Law Independent director as defined in the Companies Law External director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives Possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of (ENG) 9 Yes Yes Yes Yes No

15 the Bank Education/professional certificates Employment in the last five years and details of the corporations in which she serves as a director Relative of another interested party in the corporation Whether she possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Yes Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) and 241 of the Companies Law. Ruth Plato-Shinar The proposed resolution: To appoint Edith Lusky as a director, in the position of an external director as defined in the Companies Law, 1999, for a period of three years. The service commencement date will be March 25, 2015, subject to receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks With regard to topic on the agenda Election of Ms. Ruth Plato Shinar Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors. ID no Date of birth Address for service of court documents 12 Zlocisti St., Tel Aviv, Israel Nationality Israeli Membership of Board committees Subject to being appointed a director, he will serve (at the least) as a member of the Audit Committee and as a member of the Compensation Committee, by virtue of her position as a Companies Law ED (ENG) 10

16 Eligibility as an ED as defined in the Companies Law/eligibility as an independent director as defined in the Companies Law Eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which she serves as a director Relative of another interested party in the corporation Whether she possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors. No No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No No Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) and 241 of the Companies Law. The proposed resolution: To appoint Ruth Plato-Shinar as a director, in the capacity of an external director as defined in the Companies Law, 1999, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors Details concerning the candidates to serve as directors on the Bank s Board of Directors 301 EDs Linda Benshoshan With regard to topic on the agenda Election of Ms. Linda Benshoshan (ENG) 11

17 Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors. ID no Date of birth Address for service of court documents 26 HaGefen St., Maccabim, Israel Nationality Israeli Membership of Board committees ED as defined in the Companies Law Eligibility as an independent director as defined in the Companies Law/eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which she serves as a director Relative of another interested party in the corporation Whether she possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate No In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors/the Audit Committee, as the case may be. No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the candidate and subject to the approval of the Bank s Board of Directors. Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) of the Companies Law (ENG) 12 The proposed resolution: To appoint Linda Benshoshan as a director, in the position of an external director as defined in Proper Conduct of Banking Business Directive No. 301, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in

18 David Levinson section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors With regard to topic on the agenda Election of Mr. David Levinson Date on which service as a director commenced He has served since His appointment for an additional term of service is subject to his election at the Meeting and receipt of the Supervisor s consent or the Supervisor s non-objection. ID no Date of birth Address for service of court documents 27 Nachshon St., Ramat Hasharon, Israel Nationality Israeli Membership of Board committees Member of the Credit Committee and the Risk Management Committee ED as defined in the Companies Law Independent director as defined in the Companies Law External director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives Possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate (ENG) 13 No Yes Yes Yes No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Yes Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) of the Companies

19 Bishara Shoukair Law. The proposed resolution: To appoint David Levinson as a director, in the position of an external director as defined in Proper Conduct of Banking Business Directive No. 301, for a period of three years. The service commencement date will be March 21, 2015, subject to receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks With regard to topic on the agenda Election of Mr. Bishara Shoukair Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors. ID no Date of birth Address for service of court documents 33 Jaffa Rd., Haifa, Israel Nationality Israeli Membership of Board committees ED as defined in the Companies Law Eligibility as an independent director as defined in the Companies Law/eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and (ENG) 14 No In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors/the Audit Committee, as the case may be. No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the

20 financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate candidate and subject to the approval of the Bank s Board of Directors. Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) of the Companies Law. Shaul Kobrinsky The proposed resolution: To appoint Bishara Shoukair as a director, in the position of an external director as defined in Proper Conduct of Banking Business Directive No. 301, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors With regard to topic on the agenda Election of Mr. Shaul Kobrinsky Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in section 2.5 of this immediate report regarding the order of commencing service for the elected directors (refer also to subsection below). ID no Date of birth Address for service of court documents 25 Pesach Yifhar St., Herzliya, Israel Nationality Israeli Membership of Board committees ED as defined in the Companies Law Eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Eligibility as an independent director as defined in the Companies Law Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates No In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors. No No Refer to the curriculum vitae and the (ENG) 15

21 declaration of the candidate attached to this immediate report Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the candidate and subject to the approval of the Bank s Board of Directors Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) of the Companies Law. Arie Orlev The daughter-in law of Mr. Kobrinski has been employed in the direct channels sector at the Bank, with the status of a temporary employee, for a year and 8 months. This relationship could be construed as creating an affinity, by virtue of the definition of an affinity in Section 11E(e) of the Banking Ordinance, unless the Audit Committee should determine that this falls within the category of negligible relations. Mr. Kobrinski has informed the Bank that, if it is decided that this does not fall within the category of negligible relations, he will withdraw his candidacy. An examination of whether these relations constitute negligible relations is expected to be discussed by the Audit Committee at a time prior to the date of the Meeting. The Bank will file a report in which it will provide an update regarding the decision on this issue. The proposed resolution (subject to the above): To appoint Shaul Kobrinsky as a director, in the position of an external director as defined in Proper Conduct of Banking Business Directive No. 301, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the non-objection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors With regard to topic on the agenda Election of Mr. Arie Orlev Date on which service as a director commenced Subject to appointment at the Meeting, obtaining the Supervisor s consent or his nonobjection and paying heed to that stated in (ENG) 16

22 section 2.5 of this immediate report regarding the order of commencing service for the elected directors. ID no Date of birth Address for service of court documents 13 Bar Ilan St., Raanana, Israel Nationality Israeli Membership of Board committees ED as defined in the Companies Law Eligibility as an independent director as defined in the Companies Law/eligibility as an external director pursuant to Directive 301 of the Proper Conduct of Banking Business Directives/possessing accounting and financial expertise and professional qualifications Employee of the Bank, a subsidiary, a related company or an interested party of the Bank Education/professional certificates Employment in the last five years and details of the corporations in which he serves as a director Relative of another interested party in the corporation Whether he possesses accounting and financial expertise, pursuant to Section 92(a)(12) of the Companies Law Declaration of the candidate No In accordance with the declaration of the candidate and subject to appointment at the Meeting, to the Supervisor of Banks confirmation or non-objection and subject to the approval of the Bank s Board of Directors/the Audit Committee, as the case may be. No Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report Refer to the curriculum vitae and the declaration of the candidate attached to this immediate report No Refer accordingly to the declaration of the candidate and subject to the approval of the Bank s Board of Directors. Attached to this immediate report is a Declaration of a Candidate in accordance with the law, including the declaration pursuant to Section 224B(a) of the Companies Law. The proposed resolution: To appoint Arie Orlev as a director, in the position of an external director as defined in Proper Conduct of Banking Business Directive No. 301, for a period of three years. The service commencement date will not be before the date of receiving the consent of the Supervisor of Banks, or the nonobjection of the Supervisor of Banks, paying heed to that stated in section 2.5 of the report convening the Meeting, regarding the order of commencing service for the elected directors (ENG) 17

23 3. Approval of the terms of service and employment of the Chairman of the Bank s Board of Directors The proposed resolution: To approve the terms of service and employment of the Chairman of the Board of Directors, as set forth in Appendix A of the agenda. Majority required to pass the resolution: A simple majority of the votes of shareholders of ordinary A shares voting at the Meeting personally or by proxy and entitled to vote, not taking abstentions into account. Additional details: 3.1 The chairman of the Bank s Board of Directors, Dr. Joseph Bachar, has served as Chairman of the Bank s Board of Directors ( the Chairman ) since January 3, The current employment agreement with the Chairman ends on January 3, 2015 ( the Previous Employment Agreement ). For details of the terms of service and employment of the Chairman pursuant to the Previous Employment Agreement, refer to the Immediate Reports dated October 5, 2010 and December 21, 2010 (reference nos and , respectively. This mention constitutes the inclusion by way of reference of the information included in the said reports). 3.3 Appendix A of the agenda sets forth the terms of service and employment of the Chairman subsequent to the end of the period of the Previous Employment Agreement for as long as the Chairman continues to serve as the Chairman of the Bank s Board of Directors. It should be noted that the election of the Chairman of the Board of Directors to serve for an additional term of three years is expected to be brought before the Annual General Meeting of the Bank that will be held in At this stage, the terms of service and employment will not include variable remuneration components. The variable remuneration components for the period starting from January 2015 will be prescribed once the Bank has completed the processes for the strategic plan, the goals and the work plans to be drawn up thereunder and thence the bonus plans deriving therefrom. After this has been done, the variable remuneration components will be brought before the competent organs of the Bank for approval in accordance with the Bank s compensation policy. 3.5 The terms of service and employment are subject to all laws in Israel 1, as well as to revisions, if any, made to the Bank s compensation policy. 1 Including the Compensation for Officers of Financial Corporations (Special Approval and Non- Allowance of Expense for Tax Purposes Due to Excess Compensation) Bill, 2014, if enacted (ENG) 18