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Bank Leumi Le-Israel B.M

The document announces a meeting of Bank Leumi Le-Israel B.M shareholders to take place on October 4, 2018 at 14:30. The agenda includes: 1) Discussion of the 2017 financial statements and Board report. 2) Reappointment of Somekh Chaikin, CPAs (KPMG) and Kost Forrer Gabbay & Kasierer CPAs (EY) as joint auditors until the next annual meeting and authorizing the Board to determine their remuneration.

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0% found this document useful (0 votes)

190 views162 pages

Bank Leumi Le-Israel B.M

Uploaded by

sudhakar

We take content rights seriously. If you suspect this is your content, claim it here.

Available Formats

Download as PDF, TXT or read online on Scribd

You are on page 1/ 162

BANK LEUMI LE- ISRAEL B.

Registrar Number: 520018078

To: Israel Securities To: The Tel Aviv Stock T460 (Public) Transmitted on
Authority Exchange Ltd. Magna:
August 28, 2018
www.isa.gov.il ww.tase.co.il Reference: 2018-01- Time of
081873 Transmission:
18:42 18:10:27

Immediate Report on General Assembly

Regulation 36B (A) and (D), and Regulation 36C of the Securities Regulations (Periodic and
Immediate
Reports), 1970

Explanation: If one of the issues on the meeting's agenda is approval of a transaction with a
controlling shareholder or approval of an irregular proposal, then Form T-133 or Form T-138 must
be filled out respectively, following which reporting must also be done on this form.
Is there an option to vote through the electronic voting system: Yes

Note: The option to select this field is only for corporations that are not registered in Israel.

The Corporation Announces: Convening a Meeting

Note: in case of change in the assembly date (postponement or advancement), select

"postponement of assembly" or "postponement by court" or "postponement to unknown date".

The reference number of the last notification of the meeting is ________ , which was scheduled
for

Reason for postponement or cancellation: _

Explanation: the reference number of the most recent notification of the convening or
postponement of the meeting must be referenced.

1. Security Type Stock

Name of Entitling Security: BLL Common Stock NIS 1

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Security number at the Stock Exchange, entitling the holder to participate in the meeting 604611

The determining date for entitlement to participate and vote in the meeting: September 5, 2018

Explanation: if a meeting is required for more than one security number, then a T-460 must be
reported for each additional security separately. Reports in which additional security numbers
will be specified, shall necessitate the sending of a corrective report

2. On Date: August 28, 2018

A decision was made to Convene a Meeting Annual Meeting ________ ,

Which shall convene on Thursday Date: October 4, 2018 Time: 14:30

At the following address: Lin House, Yehuda Halevy 35, Tel Aviv.

3. Agenda:

Explanation: The numbering of the issues on the agenda shall be in accordance with the order
of their appearance on the meeting invitation report, if such is attached as a file.

Issues/resolutions to be tabled at the meeting:

1
Issue / resolution and its details:

Discussion on the financial statements and Board of Directors report of the Bank for the year ended
December 31, 2017.

For additional details, see section 1.1 of the immediate report on convening of annual general
assembly, enclosed to this form (hereinafter: "the Immediate Report").

Declaration: There is no proper field for classification.

Note: A value from this table determines the wording of the shareholder's declaration in the
Internet voting system. For the conversion table, press here
Reference to the most recent report on approving an individual motion (T-138): _________

No transaction between the company and a controlling shareholder as per clauses 275 and 320(F)
of the
Companies Law.

Reference to the most recent report on that issue (T-133): ________

2
Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

According to Section 60(B) of the Companies Law ("the Companies Law")

Explanation: In a transaction with a controlling shareholder, which does not match any field in
the table of the legal clauses, select the field: “Declaration: A suitable field for the classification
does not exist” and select “Yes” for a transaction with a controlling shareholder.

Only in the case of a bonds meeting, or if this does not refer to a transaction with a controlling
shareholder, and no suitable field could be found in the table, an explanation is required and a
detailing of the relevant legal clauses under which a decision is required.
Does this issue require disclosure of a relationship or other characteristic of the voting
shareholder: No.

Note: these values may be selected only in case the statement: “Declaration: there is no field
matching the classification” was checked in the previous table and if this does not refer to a
transaction between the company and its controlling shareholder.

In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

Note: detailing of the other issue determines the wording of the shareholder's declaration, which
will be included in the Internet voting system. The question shall be worded in such a way that it
will require a “Yes/No” type answer. The question will appear in the voting system next to the
decision on the agenda and the voter shall have the possibility of choosing between “Yes” and
“No” and the voter shall be given the possibility to add details in case the answer is “Yes”.

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings
(in case of a meeting according to 350):

Note: This field determines the wording of the requirement for further details, which will be
included in the Internet voting system. The voter shall have the possibility of adding the details in
a free text-type field.

□ Amendment of disclosure

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□ A negligible amendment or an amendment which stands only to credit the company

compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue was discussed in a previous meeting

□ The issue has been added to the agenda under court order
□ The issue has been added to the agenda in accordance with regulation 5B of the Companies
Regulations (notice and an advert of a General Meeting and a class meeting in a public company
and addition of an issue to the agenda), 5760-2000.
□ The issue has been added to the agenda after the determining date due to a technical error, as
explained:

Explanation: After the determining date, it shall not be possible to make any amendments to the
decision except for an amendment of the terms of the transaction, which benefits the company
or for a negligible amendment. In addition, after the determining date it shall not be possible to
add new issues to the agenda except under court order or in accordance with regulation 5B of
the notification and advertising regulations

The motion on the agenda is being brought for reporting only

Type of majority required for approval Simple majority _________

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
_________________________________________________________________________

Issue / resolution and its details:

To re-appoint Somekh Chaikin, CPAs (KPMG) and Kost Forrer Gabbay & Kasierer CPAs (EY) as joint
auditors of the Bank, for a period commencing on the date of approval by the current annual
general assembly and until the end of the subsequent annual general assembly of the Bank, and
to authorize the Bank's Board of Directors to determine their remuneration.

For further details on the reappointment of the auditors firms, see clause 1.2 of the immediate
report.

Declaration: There is no proper field for classification.

Note: A value from this table determines the wording of the shareholder's declaration in the
Internet voting system. For the conversion table, press here

4
Reference to the most recent report on approving an individual motion (T-138): _________

There was no transaction between the company and its controlling shareholder as per clauses
275 and 320(F) of the Companies Law.

Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

Sections 154(B) and 165 of the Companies Law.

Does this issue require disclosure of a relationship or other characteristic of the voting
shareholder: No.

It was decided that a different issue exists: _________

Detailing of the other issue

Note: detailing of the other issue determines the wording of the declaration, which will be
included in the Internet voting system. The question shall be worded in such a way that it will
require a “Yes/No” type answer. The question will appear in the voting system next to the
decision on the agenda and the voter shall have the possibility of choosing between “Yes” and
“No” and the voter shall be given the possibility to add details in case the answer is “Yes”.

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings (in case of a meeting according to 350):

Note: This field determines the wording of the requirement for further details, which will be

5
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included in the Internet voting system. The voter shall have the possibility of adding the details in
a free text-type field.

□ Amendment of disclosure

□ A negligible amendment or an amendment which stands only to credit the company

compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue was discussed in a previous meeting

□ The issue has been added to the agenda under court order

□ The issue has been added to the agenda in accordance with regulation 5B of the Companies
Regulations (notice and an advert of a General Meeting and a class meeting in a public company
and addition of an issue to the agenda), 5760-2000.

□ The issue has been added to the agenda after the determining date due to a technical error, as
explained:

Type of majority required for approval Simple majority _________

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Issue / resolution and its details:

To appoint Mr. Yoram Gabai as a director with the status of an external director in accordance with
the provisions of the Companies Law, 5759-1999, for a period of three years.

The commencement date of the office shall be after receipt of the consent of the Supervisor of
Banks or the non-objection thereof.

6
Mr. Yoram Gabai was proposed by the Committee for the Appointment of Directors in Banking
Corporations that was appointed under Section 36A of the Banking (Licensing) Law, 5741-1981
(hereinafter: "the Banking Law"), and in accordance with the provisions of Sections 11D (a) (1) and
(2) Of the Banking Ordinance, 1941 (hereinafter: "the Banking Ordinance").

It should be noted that at this General Meeting two external directors are to be elected to the Board
of Directors of the Bank, in accordance with the provisions of the Companies Law (hereinafter:
"External Director").

The vote for each director shall be taken separately and the participants in the vote may vote for
each of the candidates to serve as an external director.

For additional details regarding the appointment of the directors to the Board of Directors of the
Bank, see sections 1.3 and 2.1 of the Immediate Report, as well as the declaration and resume of
the candidate attached.

Appointment / extension of term of office of an External Director as per clauses 239(b) or 245 of
the Companies Law

There was no transaction between the company and its controlling shareholder as per clauses 275
and 320(F) of the Companies Law.
Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

7
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In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings
(in case of a meeting according to 350):

□ Amendment of disclosure

□ A negligible amendment or an amendment which stands only to credit the company

compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue was discussed in a previous meeting

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

Explanation: After the determining Date, it shall not be possible to make any amendments to the
decision except for an amendment of the terms of the transaction, which benefits the company
or for a negligible amendment. In addition, after the Determining date it shall not be possible to
add new issues to the agenda except under court order or in accordance with regulation 5B of

8
the notification and advertising regulations

The motion on the agenda is being brought for a vote

Type of majority required for approval Not a simple majority

In accordance with the provisions of Section 239 (b) of the Companies Law, and taking into account
that the Bank is a corporation without a controlling core, the required majority is a simple majority
of the total voting rights of the shareholders entitled to vote and who voted in person, provided
that one of the following is fulfilled:

(A) The majority vote shall include a majority of all the participants in the vote who do not have a
personal interest in approving the appointment;

or,

(B) The total number of dissenting votes among the shareholders specified in paragraph (a) above
shall not exceed 2% of the total voting rights in the Bank.

In counting the votes of the said shareholders, abstaining votes shall not be taken into account.
Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter? No

Issue / resolution and its details:

To appoint Ms. Tamar Gottlieb as a director WITH the status of external director in accordance
with the provisions of the Companies Law, 5759-1999, for an additional term of office of three
years.

The date of commencement of the additional term will be after receiving the consent of the
Supervisor of Banks or non-objection thereto.

Ms. Tamar Gottlieb, who completed her first term of office on August 25, 2018 as an external
director in accordance with the provisions of the Companies Law and was eligible for reelection,
was proposed by the Committee for the Appointment of Directors in Banking Corporations
appointed under section 36A of the Banking Law, and in accordance with the provisions of Sections
11D (a) (1) - (2) of the Banking Ordinance.

For additional details regarding the appointment of the directors to the Board of Directors of the
Bank, see sections 1.3 and 2.1 of the immediate report, as well as the declaration and resume of
the candidate attached.
It should be noted that at this General Meeting, two external directors are eligible for election, the
voting for each director will be conducted separately, and the participants in the vote may vote for
each of the candidates to serve as an external director.

9
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For further details on the appointment of Directors to the Bank's Board of Directors, see clauses 1.3
and of the Immediate Report, as well as the declarations and resumes of the candidate, which are
attached to this Immediate Report.
Appointment or dismissal of a Director as per clauses 239(b) and 245 of the Companies Law

There was no transaction between the company and its controlling shareholder as per clauses
275 and 320(F) of the Companies Law.

Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

In the event of a bonds meeting

It was decided that a different issue exists: _________

Details of the other issue

Note: details of the other issue determines the wording of the shareholder's declaration, which
will be included in the Internet voting system. The question shall be worded in such a way that it
will require a “Yes/No” type answer. The question will appear in the voting system next to the
decision on the agenda and the voter shall have the possibility of choosing between “Yes” and
“No” and the voter shall be given the possibility to add details in case the answer is “Yes”.

10
It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings
(in case of a meeting according to 350):

□ Amendment of disclosure

□ A negligible amendment or an amendment which stands only to credit the company

compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue was discussed in a previous meeting

□ The issue has been added to the agenda under court order

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

The motion on the agenda is being brought for a vote

Type of majority required for approval Not a simple majority

(A) The majority vote shall include a majority of all the participants in the vote who do not have a

11
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personal interest in approving the appointment;

or,

(B) The total number of dissenting votes among the shareholders specified in paragraph (a) above
shall not exceed 2% of the total voting rights in the Bank.

In counting the votes of the said shareholders, abstaining votes shall not be taken into account.

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Issue / resolution and its details:

To appoint Mr. Rafael Danieli as a director with the status of an external director in accordance
with the provisions of the Companies Law, 5759-1999, for a period of three years.

The commencement date of the term of office shall be after receipt of the consent of the Supervisor
of Banks or the non-objection thereof.

Mr. Rafael Danieli was proposed by the Committee for the Appointment of Directors in Banking
Corporations appointed under section 36A of the Banking Law, and in accordance with the
provisions of sections 11 (a) (1) and (2) of the Banking Ordinance.

It should be noted that at this General Meeting, two external directors are eligible for election, the
voting for each director will be conducted separately, and the participants in the vote may vote for
each of the candidates to serve as an external director.
For further details on the appointment of Directors to the Bank's Board of Directors, see clauses 1.4
and 2.1 of the Immediate Report, as well as the declarations and resumes of the candidates, which
are attached to this Immediate Report.
Appointment or dismissal of a Director as per clauses 239(b) and 245 of the Companies Law

There was no transaction between the company and its controlling shareholder as per clauses 275
and 320(F) of the
Companies Law.

Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

12
Explanation: In a transaction with a controlling shareholder, which does not match any field in
the table of the legal clauses, select the field: “Declaration: A suitable field for the classification
does not exist” and select “Yes” for a transaction with a controlling shareholder.

In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings
(in case of a meeting according to 350):

□ Amendment of disclosure

□ A negligible amendment or an amendment which stands only to credit the company

compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

13
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□ The issue was discussed in a previous meeting

□ The issue has been added to the agenda under court order

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

Explanation: After the Determining date, it shall not be possible to make any amendments to the
decision except for an amendment of the terms of the transaction, which benefits the company
or for a negligible amendment. In addition, after the Determining date it shall not be possible to
add new issues to the agenda except under court order or in accordance with regulation 5B of
the notification and advertising regulations

The motion on the agenda is being brought for a vote

Type of majority required for approval: Not a simple majority

(A) The majority vote shall include a majority of all the participants in the vote who do not have a
personal interest in approving the appointment;

or,

(B) The total number of dissenting votes among the shareholders specified in paragraph (a) above
shall not exceed 2% of the total voting rights in the Bank.

In counting the votes of the said shareholders, abstaining votes shall not be taken into account.

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Issue / resolution and its details:

To appoint Dr. Shmuel Ben Zvi as a director with the status of an external director as defined in
Proper Conduct of Banking Business Management Directive no. 301, for an additional term of
office of three years.

14
The commencement date of the term of office shall be after receipt of the consent of the Supervisor
of Banks or the non-objection thereof, and will commence retroactively from July 29, 2018 (the end
of his first term of office).

Dr. Shmuel Ben Zvi is a serving external director (within the meaning of Proper Conduct of Banking
Business Management Directive no. 301) (hereinafter: "External Director (301)") and a candidate
for reelection, was proposed by the Committee for the Appointment of Directors in Banking
Corporations appointed under section 36A of the Banking Law, and in accordance with the
provisions of sections 11 (a) (1) and (2) of the Banking Ordinance for details of the date of the end
of Dr. Ben Zvi’s term of office, see section 2.1.4 of the Immediate Report).

It should be noted that at this General Meeting, two external directors (301) are eligible for
election, the voting for each director will be conducted separately, and the participants in the vote
may vote for each of the candidates to serve as an external director (301).

For further details on the appointment of Directors to the Bank's Board of Directors, see clauses 1.4
and 2.1 of the Immediate Report, as well as the declarations and resumes of the candidate, which
are attached to this Immediate Report.
Appointment or dismissal of director pursuant to clauses 59 and 230 of the Companies Law

There was no transaction between the company and its controlling shareholder as per clauses 275
and 320(F) of the Companies Law.
Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

Note: these values may be selected only in case the statement: “Declaration: there is no field
matching the classification” was checked in the previous table and if this does not refer to a

15
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transaction between the company and its controlling shareholder.

In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings (in case of a meeting according to 350):

□ Amendment of disclosure
□ A negligible amendment or an amendment which stands only to credit the company
compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue was discussed in a previous meeting
□ The issue has been added to the agenda under court order
□ The issue has been added to the agenda in accordance with regulation 5B of the Companies
Regulations (notice and an advert of a General Meeting and a class meeting in a public company
and addition of an issue to the agenda), 5760-2000.

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

16
The motion on the agenda is being brought for a vote

Type of majority required for approval - Simple Majority

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Issue / resolution and its details:

To appoint Dr. Yoram Turbovitz as a director with the status of an external director as defined in
Proper Conduct of Banking Business Management Directive no. 301, for a term of office of three
years.
The commencement date of the term of office shall be after receipt of the consent of the Supervisor
of Banks or the non-objection thereof.

Dr. Yoram Turbovitz was proposed by the Committee for the Appointment of Directors in Banking
Corporations appointed under section 36A of the Banking Law, and in accordance with the
provisions of sections 11 (a) (1) and (2) of the Banking Ordinance.

There was no transaction between the company and its controlling shareholder as per clauses 275
and 320(F) of the Companies Law.
Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

17
91

does not exist” and select “Yes” for a transaction with a controlling shareholder.

In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings (in case of a meeting according to 350):

□ Amendment of disclosure
□ A negligible amendment or an amendment which stands only to credit the company
compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

18
Regulations (notice and an advert of a General Meeting and a class meeting in a public company
and addition of an issue to the agenda), 5760-2000.

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

The motion on the agenda is being brought for a vote

Type of majority required for approval - Simple Majority

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Issue / resolution and its details:

To appoint Mr. Ohad Marani as a director with the status of an external director as defined in
Proper Conduct of Banking Business Management Directive no. 301, for a term of office of three
years.
The commencement date of the term of office shall be after receipt of the consent of the Supervisor
of Banks or the non-objection thereof, and not before November 1, 2018 (the end of his first term
of office).

Mr. Ohad Marani is an external director (301) and is completing his first term of office on October
31, 2018 and is a candidate for reelection, was proposed by the Committee for the Appointment of
Directors in Banking Corporations appointed under section 36A of the Banking Law, and in
accordance with the provisions of sections 11 (a) (1) and (2) of the Banking Ordinance.

Note: A value from this table determines the wording of the shareholder's declaration in the

19
91

Internet voting system. For the conversion table, press here

Reference to the most recent report on approving an individual motion (T-138): _________

There was no transaction between the company and its controlling shareholder as per clauses 275
and 320(F) of the Companies Law.
Reference to the most recent report on that issue (T-133): ________

Explanation of the clause in the Companies Law or in the Securities Law or in another law for
approving the resolution

In the event of a bonds meeting

It was decided that a different issue exists: _________

Detailing of the other issue

It was decided to require further details from the holders: ________

Detailing of the additional details required from the holders or the method of convening the
meetings (in case of a meeting according to 350):

Note: This field determines the wording of the requirement for further details, which will be
included in the Internet voting system. The voter shall have the possibility of adding the details in

20
a free text-type field.

□ Amendment of disclosure
□ A negligible amendment or an amendment which stands only to credit the company
compared with the wording of the resolution as detailed in the last report

□ Was struck from the agenda

□ The issue has been added to the agenda after the determining date due to a technical error,
as explained:

The motion on the agenda is being brought for a vote

Type of majority required for approval - Simple Majority

Will the holdings of the controlling shareholder of the corporation provide the controlling
shareholder with the majority required to adoption of the proposed resolution on this matter?
No

Attachment of a Convening of Meeting Report: [Immediate Report on the Convening of an

Annual General Meeting isa.pdf]

4. Attached

Yes Text of Voting Paper

No Position Notice

[Voting Paperisa.pdf]

Yes Declaration of the Candidate for a Position as a Director in the Corporation

No Declaration of Independent Director

21
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Yes Declaration of External Director

________ Declaration of Appointment of a Representative to Represent

________ Amended Deed of Trust

________ Request for Approval of Composition With Creditors according to Clause 350

Other _

[Declarations and CVs of candidates.isa.pdf]

Explanation: In case a Voting paper and/or a Notice of Position has been attached, they must be
verified as prepared pursuant to the Companies (Voting Slip and Position Notices) Regulations
2005

Link to the voting system website at which voting can be performed: Voting System

Explanation: Entitled persons who are permitted to vote in the system will receive instructions
on how to access the system from the Stock Exchange members.

5. The legal quorum for holding the meeting:

According to the Bank regulations, the legal quorum for holding the meeting is the presence of
three or more shareholders, who shall be present in person or through an envoy, within half an
hour of the date and time specified for beginning the meeting.

6. 0 In the absence of a legal quorum, the postponed meeting shall be held on October 11, 2018
at 14:30,
At the following address: Lin House, Yehuda Halevy 35, Tel Aviv.

□ In the absence of a legal quorum, the meeting will not take place.

7. The venue and the times for viewing any proposed resolution whose wording has not been
presented in full in the above details of the agenda

In the registered office of The Bank, Leumi House, Bank Secretariat (11th floor) 34 Yehuda Halevy
Street, Tel Aviv, Tel: 076-8859419, Sunday to Thursday, between 8:00 am and 3:00 pm.

Assembly identifier: ________

Note: The Assembly identifier is the reference of the initial report. In the initial report on the
meeting the field remains empty.

The report has been signed on behalf of the Corporation's Board of Directors according to

22
regulation 5 of the Securities Regulations (financial and immediate reports), 1970, by Adv. Irit
Roth, Chief Legal Counsel of the Bank and Adv. Livnat Ein-Shai Wilder, Bank and Group Secretary.

The reference numbers of previous documents on this issue (their mention does not constitute
inclusion by way of reference):

Form structure updated on: July 31, 2018

Corporate securities registered for trading at the Tel Aviv Stock Exchange

Abbreviated name: Leumi

Street: Yehuda Halevy 34, Leumi House, Tel Aviv 6513616

Phone: 076-8858111, 076-8859419, Fax: 076-8859732

Email: Livnat.Ein-Shay@bll.co.il Company website: www.leumi.co.il

Previous names of reporting entity:

Name of electronic reporter: Wilder Livnat Libi, Role: Attorney, General Secretary, Employing
Company Name: Bank Leumi Le-Israel Ltd.

Address: Yehuda Halevy 34, Tel Aviv 61000, Phone: 076-8859419, Fax: 076-8859732, Email:
livnat.ein- shay@bll.co.il

Note: English translations of Immediate Reports of Bank Leumi are for convenience
purposes only. In the case of any discrepancy between the English translation and the
Hebrew original, the Hebrew will prevail.
The original Hebrew version is available on the distribution website of the Israel
Securities Authority: http://www.magna.isa.gov.il/

23
August 28, 2018
Bank Leumi of Israel Ltd.

To To
The Tel Aviv Stock Exchange Ltd. The Israel Securities Authority
2 Ahuzat Bayit St. 22 Kanfei Nesharim St.
Tel Aviv 6525216 Jerusalem 95464

Dear Madam/Sir,

Re: Immediate Report on the Convening of an Annual General Meeting

Pursuant to the Companies Law, 5759-1999 (hereinafter - "the Companies Law") and the regulations promulgated
thereunder, the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter -"the Reports
Regulations"), the Companies Regulations )Notice and Announcement of a General Meeting and a Class Meeting
of a Public Company and the Addition of an Item to the Agenda), 5760-2000 and the Companies Regulations
(Voting by Ballot and Position Papers), 5766-2005 (hereinafter – “Voting by Ballot Regulations”), Bank Leumi of
Israel Ltd. (hereinafter – “the Bank”) hereby issues notice on the convening of an Annual General Meeting of the
Bank (hereinafter – “the General Meeting” or “the Meeting”) to be held on Thursday, October 4, 2018 at 14:30
o’clock at the Bank’s offices at Beit Lynn, 35 Yehuda Halevi St. Tel Aviv. The agenda of the Meeting will include the
matters and resolutions that are listed in this immediate report.

1. Items on the agenda:

The agenda of the General Meeting shall include the matters listed below in this section 1:

1.1 Item no. 1 on the agenda – discussion of the Bank’s financial statements and directors’ report for the year
ended December 31, 2017

The Bank’s periodic report for the year ended December 31, 2017 )including the said financial statements
and directors’ report) as published on March 6, 2018 )reference no. 2018-01-021430) (hereinafter – “the
Bank’s Periodic Report for the Year 2017”) shall be available for perusal on the distribution website of the
Israel Securities Authority )the MAGNA website) and on the Bank’s website www.leumi.co.il.

Furthermore, a copy of the Bank’s Periodic Report for the Year 2017 may be obtained by contacting the
Bank’s secretariat, Beit Leumi, 34 Yehuda Halevi St. )11th floor), Tel Aviv, Tel: 076-8859419, on Sunday to
Thursday between 08:00 to 15:00.

No resolution on this matter is required.

1.2 Item no. 2 on the agenda - The re-appointment of the auditing firms Somekh Chaikin (KPMG) and Kost
Forer Gabbay & Kasierer (EY) as joint external auditors of the Bank and the authorization of the Bank's
Board of Directors to set the fees paid thereto and report those fees

On June 7, 2018, the Bank’s Audit Committee passed a resolution to recommend to the General Meeting
to reappoint the joint external auditors Somekh Chaikin and Kost Forrer Gabbay & Kasierer for a period
that will commence on the date of approval of the current Annual General Meeting through the end of
the next Annual General Meeting of the Bank.1
As to reporting the fees of the auditors to the Annual General Meeting, see page 286 to the Bank’s
Periodic Report for the Year 2017.

1
It should be noted that as described in the Bank’s Periodic Report for the Year 2017, on March 4, 2018, the Bank’s Audit Committee passed
a resolution that was coordinated with the Bank of Israel, whereby in 2018 a new procedure will commence for the appointment of auditors
for the year 2019 or 2020 (pursuant to another resolution that will be passed by the Audit Committee at a later date). For further details,
see note 36 to the Bank’s Periodic Report for the Year 2017.
The proposed resolution

To reappoint the auditing firms Somekh Chaikin (KPMG) and Kost Forrer Gabbay & Kasierer (EY) as joint
external auditors of the Bank for a period that will commence on the date of approval of the current
Annual General Meeting through the end of the next Annual General Meeting of the Bank and to
authorize the Bank’s Board of Directors to set the fees paid thereto.

The majority required to pass the resolution:

A regular majority of the total voting rights of the shareholders that are entitled to vote and who voted
in person or by proxy. Abstaining votes shall not be taken into account in counting the votes of the said
shareholders.

1.3 Items 3 to 5 on the agenda – the appointment of two (2) external directors to the Bank’s Board of Directors
(pursuant to the provisions of the Companies Law)

Two )2) external directors to the Bank’s Board of Directors shall be appointed in this General Meeting,
pursuant to the provisions of the Companies Law (hereinafter – “ED”) for a period of three years, out of
the candidates that were proposed by the Committee for the Appointment of Directors in Banking
Corporations, which was appointed pursuant to section 36A of the Banking Law (Licensing), 5741-1981
(hereinafter – “the Banking Law”) and pursuant to Sections 11D)a))1) and )2) to the Banking Ordinance,
1941 (hereinafter – “the Banking Ordinance”, “the Committee for the Appointment of Directors”).

The candidates who were proposed by the Committee for the Appointment of Directors are as follows:

1.3.1 Mr. Yoram Gabbay;

1.3.2 Ms. Tamar Gottlieb (ED whose first tenure in office will end on August 25 2018 and is a candidate
for reappointment);

1.3.3 Mr. Refael Danieli.

For further details regarding the appointment of the directors to the Bank’s Board of Directors, including
the proposed resolutions as per items 3 to 5 on the agenda, see section 2.1 to the report on the
convening of this meeting.

The majority required to pass the resolutions:

Pursuant to the provisions of Section 239(b) to the Companies Law, and considering the fact that the
Bank is a corporation without a control core, the majority required to pass the resolutions in items 3 to
5 on the agenda is a regular majority of the total voting rights of the shareholders who are entitled to
vote and who voted in person, provided that one of the following is met:

(a) The majority vote shall include a majority of all the participants in the vote who do not have a
personal interest in approving the appointment; or,

(b) The total number of opposing votes among the shareholders listed in subsection (a) above shall not
exceed 2% of the total voting rights in the Bank.

Abstaining votes shall not be taken into account in counting the votes of the said shareholders.

1.4 Items 6 to 8 on the agenda – appointment of two )2) external directors to the Bank’s Board of Directors
(pursuant to directive 301)

Two )2) external directors to the Bank’s Board of Directors shall be appointed in this General Meeting,
pursuant to the provisions of the Proper Conduct of Banking Business Directive No. 301 (hereinafter –
“Directive 301”, “External Director”) for a period of three years, out of the candidates who were proposed
by the Committee for the Appointment of Directors in Banking Corporations. The candidates who were
proposed by the Committee for the Appointment of Directors are as follows:

1.4.1 Dr. Shmuel Ben Zvi – serving External Director and candidate for reappointment. For details
regarding the date on which Dr. Ben Zvi’s tenure in office will end, see section 2.1 to the report
on the convening of this meeting.

1.4.2 Dr. Yoram Turbowicz.

1.4.3 Mr. Ohad Marani

For further details regarding the appointment of the directors to the Bank’s Board of Directors, including
the proposed resolutions as per items 6 to 8 on the agenda, see section 2.1 to the report on the
convening of this meeting.

The majority required to pass the resolutions:

2. Further details regarding the items on the agenda

2.1 Additional details regarding the appointment of directors to the Bank’s Board of Directors )both External
Director and ED) (items 3 to 8 on the agenda)

2.1.1 Further to the Proper Conduct of Banking Business Directive No. 301 of the Supervision of Banks
as amended in July 2017, as from July 1 2020, the number of directors in a banking corporation
shall not exceed 10. Pursuant to the directives of the Supervisor of Banks, the number of directors
in the Bank’s Board of Directors decreased from 15 to 13 in 2017, and in 2018 the number of
directors will decrease to 12.

2.1.2 As of the date of publication of this report, there are 12 directors who serve in Bank’s Board of
Directors.

2.1.3 It should be noted that the tenure in office of 2 serving directors is expected to end on various
dates subsequent to the Meeting: the tenure in office of Haim Samet (Adv.), who serves as an ED
in the Bank will end on October 9, 2018, and the tenure in office of Prof. Yedidia Stern will end on
October 29, 2018.

2.1.4 In July 23, 2018 and further to the Bank’s request regarding this matter, the Supervisor of Banks
approved, by the powers vested in her under section 11E(a)(6) to the Banking Ordinance, the
extension of the tenure in office of Dr. Shmuel Ben Zvi, an External Director in the Bank, due to,
among other things, the expected decrease in the number of directors in the Bank upon the
conclusion of the tenure in office of serving directors. Pursuant to the said approval, the Dr.
Shmuel Ben Zvi’s tenure in office will be extended until the earlier of six months from the date on
which his current tenure in office will end on July 28, 2018, or until such time when the number
of directors reaches the number set by the Supervisor of Banks. Should Dr. Ben Zvi be appointed
for a further tenure in office in this General Meeting and his appointment will be approved, his
tenure in office shall be start on the date on which such tenure in office was extended.

2.1.5 The first tenure in office of Mr. Ohad Marani (an External Director in the Bank), who is a candidate
for reappointment by this Meeting, is expected to end on October 31, 2018. If appointed by the
Meeting and his appointment will be approved by the Supervisor of Banks, Mr. Marani’s second
tenure in office shall start on the later of the date on which his first tenure in office will end, i.e.,
on November 1, 2018, or the date on which the Supervisor of Banks’ notice of approval and/or
notice of non-objection is received.
2.1.6 The first tenure in office of Ms. Tamar Gottlieb (ED in the bank), who is a candidate for
reappointment by this Meeting, ended on August 25, 2018. If appointed by the Meeting and her
appointment will be approved by the Supervisor of Banks, Ms. Gottlieb’s second tenure in office
shall start on the date on which the Supervisor of Banks’ notice of approval and/or notice of non-
objection is received.

2.1.7 Preliminary notice pursuant to section 11C(a)(4) o the Banking Ordinance and an amendment to
that notice were published on March 26, 2018 (reference numbers: 2018-01-029383 and 2018-
01029917, respectively).

2.1.8 The Committee for the Appointment of Directors has put forward 6 candidates in this Meeting: 3
External Directors and 3 EDs. The General Meeting is required to appoint two (2) directors, who
will serve as External Directors, and two (2) directors, who will serve as EDs.

2.1.9 All candidates listed in items 3 to 8 of the Meeting’s agenda must meet all the conditions set out
in law for service as a director in a bank without a control core, as set out in Sections 11E(b)-€ to
the Banking Ordinance. The declarations of the candidates for service as directors in the Bank,
pursuant to Sections 224B and 241 of the Companies Law (in the case of appointment of EDs)
(items 5 to 8 of the agenda)) are attached to this report on the convening of this Meeting.

2.1.10 The Bank must meet all the relevant requirements regarding the composition and eligibility of the
Board of Directors in accordance with the provisions of any law, including Directive 301 regarding,
among other things, the requirement for a minimum number of directors who possess proven
banking experience, professional qualifications, accounting and financial expertise and other
requirements as set out in sections 25 and 26 of Directive 301.

2.1.11 It is emphasized that as per the directives of the Bank of Israel, at least a fifth of all directors shall
have “banking experience” as this term is defined in Directive 301. It should be noted that as from
July 1, 2020, the new version of Directive 301 of the Supervision of Banks will come into effect
whereby, among other things, 1) the number of directors in a banking corporation shall not
exceed 10 )see section 2.1.1 above); at least a third of all directors shall have “banking experience”
as this term is defined in the new version of Directive 301; at least one director shall have proven
knowledge and experience in the fields of information technology.

2.1.12 Votes shall be cast separately for each director. Those participating in the vote may cast a vote
for each of the candidates for service as a director.

2.1.13 Attention is drawn to what is provided in Section 34(A1) of the Banking Law (Licensing), 5741-
1981:

“A person shall not enter into an agreement with another with regard to their voting for the
appointment of a director in a banking corporation or in a banking holding corporation, including
with regard to their voting for the termination of his tenure in office, except under a permit issued
by the Governor, after consultation with the Licensing Committee; this provision shall not apply
to a group of holders as defined in Section 11D(a)(3)(b) to the Ordinance, regarding a vote for the
appointment of a director proposed by them pursuant to that section, or to a holder of means of
control* who agreed with another that the other will vote in his name and on his behalf without
any discretion, as the said holder of means of control instructed him, provided that if the other
holds, on his own behalf, means of control in the banking corporation or in the banking holding
corporation, as the case may be, he shall not vote in the name and on behalf of more than one
other holder.”
Therefore, regarding the appointment of directors in the Bank (items 3 to 8 on the agenda), a
proxy who is also a shareholder in the Bank may only vote in the name and on behalf of one
additional shareholder. Regarding all other issues on the agenda of the General Meeting, there is
no impediment that such a proxy will represent more than one shareholder.

2.1.14 For details regarding the quorum required to pass the resolutions regarding items 3 to 8 on the
agenda, see section 1.3 and 1.4 above.

2.1.15 Pursuant to the Banking Ordinance )and the Bank’s Articles of Association), where the number of
persons that were put forward for appointment as directors in the General Meeting and who
received a majority of the total voting rights of the shareholders, who are entitled to vote and
who voted in the General Meeting (in person or by proxy or by using a voting ballot), exceeds the
number of vacant director positions, the filling of which is on the agenda of the General Meeting,
then those candidates that received a higher number of supporting votes in the General Meeting
than other candidates shall be appointed to that number of vacant director positions.
Furthermore, pursuant to Regulation 85B of the Bank’s Articles of Association, if it is required to
decide between several candidates who received an equal number of supporting votes, the
directors shall be selected by a draw (in this section, the External Directors and the EDs who will
be appointed as described above shall be named “the Appointed Directors”).

2.1.16 The tenure in office of the Appointed Directors is conditional upon receipt of the approval or
notice of non-objection of the Supervisor of Banks pursuant to Section 11A to the Banking
Ordinance. The order of the commencement of the tenure in office of the Appointed Directors
shall be in accordance with the date on which the said approval or notice of non-objection of the
Supervisor of Banks is received in respect of those Appointed Directors, bearing in mind the
number of vacant positions in the Bank’s Board of Directors and the date on which those positions
became vacant, provided that such a director will not be appointed before the end of the tenure
in office of a director who has ceased to serve. The tenure in office of serving directors as of the
date of the Meeting, who were appointed for a further tenure in office, shall commence after
receipt of the Supervisor of Banks approval for the appointment, and not before their current
tenure in service has ended.

2.1.17 According to Article 85C of the Articles of Association: “if it is clarified before the actual term of
office of any of the Appointed Directors has begun that he shall not commence office for any
reason whatsoever, then one of the other candidates who possesses the same class of eligibility
(External Director pursuant to the Companies Law, External Director in accordance with the
Proper Conduct of Banking Business Directives of the Supervision of Banks Department in the
Bank of Israel, or other director), who received the required majority, will be considered as
appointed in his place by the General Meeting; and if several candidates have received the
required majority as aforesaid, then the person who received the highest number of supporting
votes (hereinafter - "the Next in Line") at the General Meeting will be appointed. The aforesaid in
this section will also apply to the Next in Line.

Accordingly, if it is determined that an appointed candidate will not commerce office at the Bank
as aforesaid, then the Next in Line, who possesses the appropriate eligibility and who received
the majority required for appointment as a director in the Bank at the General Meeting, shall be
regarded as an Appointed Director.

2.1.18 All directors in the Bank (except for the Chairman of the Board of Directors) are entitled to annual
remuneration and remuneration for participation in meetings of the Board of Directors and its
committees, at an amount equal to the maximum amount payable to an External Director or to
an expert external director, as the case may be, in accordance with the provisions of the
Companies Regulations (Rules Regarding Remuneration and Expenses for an External Director)
,5560-2000, according to the category into which the Bank has been classified, pursuant to the
resolution of the Bank’s Board of Directors of 15.5.2008 )see immediate report of 15.5.2008,
reference no. 2008-01-134607), and the Bank’s renumeration policy.
2.1.19 On August 6, 2014, after approval by the Renumeration Committee and the Board of Directors,
the General Meeting approved the extension of the framework resolution that had been
previously approved by the Bank’s General Meeting on November 4, 2010, which pre-authorizes
the Bank to purchase, from time to time, and without being required to seek further approval
from the General Meeting, a directors and officers’ liability insurance policy in respect of directors
and other office holders of the Bank and the Group (hereinafter – “the Policy”). The resolution
period will end no later than the end of the term of the Policy, which will be renewed in 2020. For
further details, see the immediate report regarding the convening of the General Meeting of June
30, 2014 (reference no. 2014-01-103521) and regarding the results of the General and Special
Meeting that was published on June 6, 2014 (reference no. 2014-01-128649). The framework
resolution was adopted as part of the new renumeration policy for the Bank’s office holders,
which was approved by the Special Meeting of the Bank’s shareholders on November 3, 2016. For
details, see immediate report of November 8, 2016 (reference no. 2016-01-074676). Accordingly,
on February 4, 2018, after receiving the approval and recommendation of the Audit Committee,
the Bank’s Board of Directors approved the renewal of the directors and officers’ liability
insurance policy in respect of directors and other office holders of the Bank and the Group (D&O),
which includes coverage of $ 260 million per claim and per period and restoration at the same
amount, all under the terms of the framework resolution. The new policy period shall commence
on March 1, 2018 and will end on July 31, 2019. Those references constitute incorporation by way
of reference of the information included in the aforementioned reports.

2.1.20 For details regarding the resolutions concerning exemption and indemnification for the Bank’s
directors and office holders, see Regulation 29A and Note 26)f) to the Bank’s Periodic Report for
the year 2017.
Set forth below are details regarding candidates for service as directors in the Bank’s Board of Directors
pursuant to Regulations 26 and 36B(a)(10) to the Reports Regulations

Regarding item no. 3 on the agenda – appointment of Mr. Yoram Gabbay as ED

Name of candidate Yoram Gabbay

I.D Number 000207530
Date of Birth August 7, 1947
Address for serving court documents 258 Ben Gurion St. Givatayim
Citizenship Israeli
Membership in Board of Directors Committees Not yet decided. He shall serve (at the very least)
as member of the Audit Committee in his capacity
as ED pursuant to the Companies Law.
ED as defined in the Companies Law Yes, according to the classification of the
Committee for the Appointment of Directors and
the declaration of the candidate, which is attached
to this immediate report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.
Independent Director as defined in the Companies Yes, according to the declaration of the candidate,
Law which is attached to this immediate report and
subject to appointment by the General Meeting
and to receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which he served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise See the candidate’s declaration and subject to the
pursuant to section 92(a)(12) to the Companies approval of the Bank’s Board of Directors.
Law

Audit Committee’s resolutions

On June 22, 2018, the Audit Committee approved, based on the facts it was presented with and the
candidate’s declarations, that the circumstances described below in connection with the candidate and/or
anyone closely associated with him do not constitute an interest in accordance with the Banking Ordinance
and in accordance with the position of the Supervision of Banks Department, or alternatively that those
circumstances constitute, at most, negligible relationships and therefore do not constitute an interest.
Furthermore, and after discussing the matter, the Audit Committee decided that the circumstances
described below also do not constitute an interest pursuant to Section 240(b) to the Companies Law, or
alternatively that those circumstances constitute, at most, negligible relationships and therefore do not
constitute an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):
1. Retail relationship between a service provider and a client in the ordinary course of business, that may
include management of a current account and securities, credit facility and/or credit, management of
investment portfolios, investment in provident funds and/or other financial products, in Bank Leumi,
in a company controlled by Bank Leumi or in a material shareholder of Bank Leumi.

2. Professional relationship between Mr. Gabbay and the State of Israel – a material shareholder of the
Bank – Mr. Gabbay serves as the chairman of the Investment Committee2 of Culture & Economic
Projects for State's Workers Ltd. (hereinafter – “the Company”). The State of Israel, through the
Government Companies Authority in the Ministry of Finance, holds (indirectly) 50% of the share capital
of the Company and 50% of the rights to appoint directors in the Company.

3. A business relationship between the Bank and the Ono Academic College (which is a client of the Bank)
– Mr. Gabbay serves as an external lecturer at the Ono Academic College as from October 1999. There
is an employer-employee relationship between the Ono Academic College and Mr. Gabbay.

The approvals are subject to Mr. Gabbay’s terminating his tenure in the following positions, if he is
appointed as ED in the Bank: 1) his tenure as the Chairman of the Investment Committee of Culture &
Economic Projects for State's Workers Ltd. due to concerns regarding a conflict of interest pursuant to
Directive 301 of the Supervision of Banks Department, since the Company controls Bank Yahav For
Government Employees Ltd.; and (2) his tenure as the Chairman of the Investments Committee and an ED
in Hachshara Insurance Company (hereinafter – “Hachshara”), in view of the fact that Directive 301 of the
Supervision of Banks Department prohibits those who serve as directors, members of an investment
committee, members of a credit committee or employees of a financial entity which is not a small financial
entity as this term is defined in Directive 301, from serving as directors in a “large banking corporation”.
The Bank is a “large banking corporation” and as per the Bank of Israel’s letter of 25.3.2018, Hachshara is
not a “small financial entity”.

It should be noted that Mr. Gabbay has undertaken to terminate his service in the above-mentioned
positions if he is appointed as ED in the Bank.

The proposed resolution

To appoint Mr. Yoram Gabbay as an ED pursuant to the provisions of the Companies Law, 5759-1999, for
a period of 3 years.

Mr. Gabbay’s tenure in office shall commence after receipt of approval or notice of non-objection of the
Supervisor of Banks.

2
But does not serve as a director.
Regarding item no. 4 on the agenda – appointment of Ms. Tamar Gottlieb as ED

Name of candidate Tamar Gottlieb

I.D Number 054584198
Date of Birth January 27, 1957
Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv, 6513616
Citizenship Israeli
Membership in Board of Directors Committees As of the date of publication of this immediate
report, Ms. Gottlieb is a member of the Credit,
Audit and Technology Committees.
If she is appointed by the General Meeting and the
Supervisor of Banks approves her appointment or
issues a notice of non-objection thereto, she will
be appointed, pursuant to the resolution of the
Board of Directors as a member in Board of
Directors committees, and at the very least as a
member of the Audit Committee in her capacity as
ED pursuant to the Companies Law.
ED as defined in the Companies Law/ External External Director as defined in the Companies Law,
Director pursuant to Directive 301 of the Proper who also meet the eligibility conditions of External
Conduct of Banking Business Directives Director pursuant to Directive 301 of the Proper
Conduct of Banking Business Directives, subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.
Independent Director as defined in the Companies Yes, subject to appointment by the General
Law Meeting and to receipt of the approval or notice
of non-objection of the Supervisor of Banks.
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director August 28, 2015 (first tenure in office will end on
commenced August 25, 2018)
Date on which second tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which she served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise Yes
pursuant to section 92(a)(12) to the Companies
Law

Audit Committee’s resolutions

On June 12, 2018, the Audit Committee approved, based on the facts it was presented with and the
candidate’s declarations, that the circumstances described below in connection with the candidate and/or
anyone closely associated with him do not constitute an interest in accordance with the Banking Ordinance
and in accordance with the position of the Supervision of Banks Department, or alternatively that those
circumstances constitute, at most, negligible relationships and therefore do not constitute an interest.
Furthermore, and after discussing the matter, the Audit Committee decided that the circumstances
described below also do not constitute an interest pursuant to Section 240(b) to the Companies Law, or
alternatively that those circumstances constitute, at most, negligible relationships and therefore do not
constitute an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):

2. Professional relationship (employer-employee relationship) between relatives of Ms. Gottlieb and

material shareholders in the Bank, as follows:

 Ms. Gottlieb’s son worked as a marketer of pensions for Migdal Insurance Company in the years
2016-2017 and currently works as a marketer of pensions for Meitav Dash Investments Ltd.

 Ms. Gottlieb’s daughter in law works as a clerk at the bookkeeping department of Menorah
Mivtachim.

3. Professional relationship (employer-employee relationship) between a relative of Ms. Gottlieb and the
State of Israel, a material shareholder of the Bank – the brother in law of Ms. Gottlieb’s partner serves
as an ambassador to the Vatican on behalf of the Ministry of Foreign Affairs of the State of Israel.

4. Business relationships with the Bank – Ms. Gottlieb serves as the Chairperson of the executive
committee of Agricultural Business and Management Holdings Shefayim - Agricultural Cooperative
Society Ltd. (hereinafter – “the Agricultural Cooperative Society”) and also serves as a director in
Hutzot Shefayim Agricultural Cooperative Society Ltd. (a subsidiary of the Agricultural Cooperative
Society); the Agricultural Cooperative Society group is a client of the Bank.

The proposed resolution

To appoint Ms. Tamar Gottlieb as an ED pursuant to the provisions of the Companies Law, 5759-1999, for
an additional 3-year period.

Ms. Gottlieb’s second tenure in office shall commence after receipt of approval or notice of non-objection
of the Supervisor of Banks.
Regarding item no. 5 on the agenda – appointment of Mr. Refael Danieli as ED

Name of candidate Refael Danieli

I.D Number 50901131
Date of Birth November 17, 1951
Address for serving court documents 12 Leah St. Haifa
Citizenship Israeli
Membership in Board of Directors Committees Not yet decided. He shall serve (at the very least)
as member of the Audit Committee in his capacity
as ED pursuant to the Companies Law.
ED as defined in the Companies Law/ External Yes, according to the classification of the
Director pursuant to Directive 301 of the Proper Committee for the Appointment of Directors and
Conduct of Banking Business Directives the declaration of the candidate, which is attached
to this immediate report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.
Independent Director as defined in the Companies Yes, according to the declaration of the candidate,
Law which is attached to this immediate report and
subject to appointment by the General Meeting
and to receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which she served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise See the candidate’s declaration and subject to the
pursuant to section 92(a)(12) to the Companies approval of the Bank’s Board of Directors.
Law

Audit Committee’s resolutions

On August 5, 2018, the Audit Committee approved, based on the facts it was presented with and the
candidate’s declarations and considering the opinion it was presented with, that the relationships
described below between the candidate or anyone closely associated with him and the Bank or a material
shareholder thereof, do not constitute an interest in accordance with the Banking Ordinance and in
accordance with the position of the Supervision of Banks Department. Furthermore, and after discussing
the matter, the Audit Committee decided that the relationships described below also do not constitute an
interest pursuant to Section 240(b) to the Companies Law, or alternatively that those relationships
constitute negligible relationships and therefore do not constitute an interest, in accordance with the
Companies Regulations (Matters that Do Not Constitute an Interest), 5767-2006:

2. Negligible business relationships (bank accounts) between Zim Integrated Shipping Services Ltd.
(hereinafter – “Zim”) in which the candidate served as Chief Executive Officer. As of the date of
approval of the appointment, more than 18 months have passed since the candidate ended his tenure
in office as Chief Executive Officer.

3. Relationships between various institutional entities, which constitute a “material shareholder” of the
bank, and Zim, in which the candidate previously served as Chief Executive Officer; (the nature of the
relationships is small holdings of each of the institutional entities in Zim’s share capital, as well as the
institutional entities’ being creditors of Zim). After considering the circumstances, the Audit
Committee reached the conclusion that the relationships between the said institutional entities and
Zim constitute negligible relationships from the candidate’s perspective, and also from the Bank’s
perspective, due to, among other things, the nature of the relationships with Zim and the fact that the
candidate no longer serves as the Chief Executive Officer of Zim. In view of the above, there are no
concerns that the said entities might influence the independence of the discretion exercised by the
candidate. For this reason, the said relationships do not constitute an interest.

4. Business and professional relationships between Zim, in which the candidate previously served as
Chief Executive Officer, and a material shareholder and an interested party of the Bank (the State of
Israel) and the State of Israel’s “Golden Share” in Zim.

5. The business and/or professional relationships between a private company which is jointly owned by
Mr. Danieli and Israel Aerospace Industries )50:50) do not give rise to an “interest” relationship
between Mr. Danieli and the State of Israel, which is a material shareholder and an interested party
of the Bank. This approval is subject to Mr. Danieli’s obligation whereby if he is appointed as a director
in the Bank then he will report to the Audit Committee if the project advances towards a binding
agreement with the Israel Aerospace Industries or any entity acting on its behalf, and the Audit
Committee will then discuss the matter again.

The proposed resolution

To appoint Mr. Refael Danieli as an External Director pursuant to the provisions of the Companies Law,
5759-1999, for a period of 3 years.

Mr. Danieli’s tenure in office shall commence after receipt of approval or notice of non-objection of the
Supervisor of Banks.
Regarding item no. 6 on the agenda – appointment of Dr. Shmuel Ben Zvi as an External Director (301)

Name of candidate Shmuel Ben Zvi

I.D Number 056231475
Date of Birth 6.4.1960
Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv, 6513616
Citizenship Israeli
Membership in Board of Directors Committees As of the date of publication of this immediate
report, Dr. Ben Zvi is a member in the Strategy,
Risk Management, Audit and Technology
committees.
External Director pursuant to Directive 301 of the External Director pursuant to Directive 301 of the
Proper Conduct of Banking Business Directives Proper Conduct of Banking Business Directives,
subject to appointment by the General Meeting
and to receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Independent Director as defined in the Companies Classified as an independent director in his current
Law tenure in office.
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director July 29, 2015 (for further details regarding the
commenced Supervisor of Bank’s approval of the extension of
his current (and first) tenure in office, see section
2.1.4 above)
Date of commencement of second tenure in office Subject to appointment by the General Meeting
as a director and receipt of the approval or notice of non-
objection of the Supervisor of Banks, his second
tenure in office shall commence on the date on
which his first tenure in office ends, i.e., July 29,
2018 (for details see section 2.1.4 above).
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which she served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise Yes
pursuant to section 92(a)(12) to the Companies
Law

Audit Committee’s resolutions

On June 7, 2018, the Audit Committee approved, based on the facts it was presented with and the
candidate’s declarations, that the circumstances described below in connection with the candidate and/or
anyone closely associated with him do not constitute an interest in accordance with the Banking Ordinance
and in accordance with the position of the Supervision of Banks Department, or alternatively that those
circumstances constitute, at most, negligible relationships and therefore do not constitute an interest.
Furthermore, and after discussing the matter, the Audit Committee decided that the circumstances
described below also do not constitute an interest pursuant to Section 240(b) to the Companies Law, or
alternatively that those circumstances constitute, at most, negligible relationships and therefore do not
constitute an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):
Retail relationship between a service provider and a client in the ordinary course of business, that may
include management of a current account and securities, credit facility and/or credit, management of
investment portfolios, investment in provident funds and/or other financial products, in Bank Leumi, in a
company controlled by Bank Leumi or in a material shareholder of Bank Leumi.

The proposed resolution

To appoint Dr. Ben Zvi as an External Director pursuant to Directive 301 of the Proper Conduct of Banking
Business Directives, for an additional 3-year period.

Dr. Ben Zvi’s second tenure in office shall commence after receipt of approval or notice of non-objection of
the Supervisor of Banks and it will apply retroactively as from July 29, 2018 (the date on which his first
tenure in office has ended).
Regarding item no. 7 on the agenda – appointment of Dr. Yoram Turbowicz as an External Director (301)

Name of candidate Dr. Yoram Turbowicz

I.D Number 055585426
Date of Birth November 1, 1958
Address for serving court documents 31 Shlomtzion Hamalka St. Tel Aviv, 6226700
Citizenship Israeli
Membership in Board of Directors Committees Not yet decided
External Director pursuant to Directive 301 of the Yes, according to the classification of the
Proper Conduct of Banking Business Directives Committee for the Appointment of Directors and
the declaration of the candidate, which is attached
to this immediate report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.
Independent Director as defined in the Companies Classification as an independent director has not
Law yet been decided on
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which she served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise See the candidate’s declaration and subject to the
pursuant to section 92(a)(12) to the Companies approval of the Bank’s Board of Directors.
Law

Audit Committee’s resolutions

On August 19, 2018, the Audit Committee approved, based on the facts it was presented with and the
declarations of the candidate for appointment as External Director (hereinafter – “the Candidate”),
pursuant to Directive 301 of the Proper Conduct of Banking Business Directives issued by the Supervisor
of Banks and after considering an opinion it was presented with, that the relationships described below
between the Candidate or anyone closely associated with him and the Bank or a material shareholder
thereof, do not constitute an interest in accordance with the Banking Ordinance and in accordance with
the position of the Supervision of Banks Department. Furthermore, and after discussing the matter, the
Audit Committee decided that the relationships described below also do not constitute an interest
pursuant to Section 240(b) to the Companies Law, or alternatively that those relationships constitute
negligible relationships from the Candidate’s perspective, and also from the Bank’s perspective and
therefore do not constitute an interest, in accordance with the Companies Regulations (Matters that Do
Not Constitute an Interest), 5767-2006.

1. Retail relationship between a service provider and a client in the ordinary course of business, that may
include management of a current account and securities, credit facility and/or credit, management of
investment portfolios, investment in provident funds and/or other financial products, in Bank Leumi,
in a company controlled by Bank Leumi or in a material shareholder of Bank Leumi.
2. Business relationship between the Bank and the Allied Group, a private group of companies with which
the Candidate has the following relationships: a. The Candidate serves as a director in three companies
in the Allied Group; however, as part of his role as a director in Allied, the Candidate has no contact
with the Bank; this role as director in those companies is not his main occupation; the income from
this role constitutes a negligible portion of the Candidate’s capital. b. The Candidate is a limited partner
in a partnership controlled by the Allied Group (hereinafter – “the Allied Partnership”) whose sole
activity is the holding of a passive asset (gas royalties) with an undertaking to distribute all the profits
it receives. After considering all the circumstances, the Audit Committee reached the conclusion that
although the relationships between the Allied Group and the Bank are not negligible from the Bank’s
perspective (in the relationship between the Bank and Allied), bearing in mind the nature of the limited
partnership, the partnership agreement and the negligibility of the Candidate’s income from his role
as director as aforementioned, then the said relationships do not give rise to concerns that the
independence of the discretion exercised by the Candidate will be impaired. For this reason, the
relationships between Allied to the Bank are negligible from the perspective of the Candidate and
from the perspective of the Bank and therefore do not constitute an interest.

3. The Candidate has securities (tradable participation units) that confer upon him ownership of a
negligible portion (less than 1%) of the partnership Delek Drilling –Limited Partnership, whose
participation units are listed for trade on the Tel Aviv Stock Exchange (hereinafter – “Delek Drilling”).
The Phoenix Holdings Ltd. (hereinafter – “the Phoenix”) is a material shareholder of the Bank as
defined in the Banking Ordinance, 1941 (hereinafter – “the Banking Ordinance”) )hereinafter –
“Material Shareholder”), holding between 2.5% to 5% of the Bank’s means of control. The Phoenix is
controlled by the Delek Group, which also controls the Delek Drilling partnership. In addition to the
aforementioned holdings, Delek Drilling has an obligation to pay royalties to the Allied partnership
which is referred to in subsection b. above; the Candidate is a limited partner in the Allied partnership.
Holdings in participation units are not business relationships that constitute an interest. As to the
royalty agreement, in view of the passive nature of this agreement, Allied and consequently the
Candidate, are not subject to any decision of Delek Drilling in connection therewith. Moreover, in view
of the fact that Delek Drilling has similar royalty agreements with other third parties, there is no
reasonable likelihood that Delek Drilling shall take unilateral action against the Candidate in particular,
as opposed to any of the other third parties. Therefore, Delek Drilling is unable to influence the
independence of the discretion exercised by the Candidate. For this reason, the said relationships do
not constitute business relationships as this term is defined in the Banking Ordinance, and even if they
would have been considered as business relationships as aforesaid, then they are negligible from the
perspective of the Candidate and from the perspective of the material shareholder and therefore,
they do not constitute an interest.

4. Business relationships between the Bank and Mr. Alfred Akirov or companies under his control
(hereinafter – “Mr. Akirov”). Mr. Akirov is the )indirect) controlling shareholder of a private asset
company which is registered outside Israel; the said asset company holds a single asset outside Israel
and the Candidate has minority shareholding in this company through a private company, which is
wholly-owned by him. The value of the Candidate’s holdings in this company constitutes a negligible
portion of the Candidate’s capital. His holding in this company does not give rise to an interest, either
because it does not form a partnership with Mr. Akirov, or because in view of it negligibility from the
point of view of the Candidate, it does not give rise to an interest.

The aforementioned approval of the Audit Committee is subject to Dr. Turbowicz’s terminating his role as
a member of the deputation of bondholders of Tao Tsuot Ltd. (under liquidation and receivership) and to
his being prohibited from taking part in discussions regarding the field of gas, the Allied Group and/or Prof.
Swary, the Alrov Group and/or Mr. Akirov, should Dr. Turbowicz be appointed as External Director in the
Bank and as from the date of such appointment.

The proposed resolution

To appoint Dr. Yoram Turbowicz as an External Director pursuant to Directive 301 of the Proper Conduct of
Banking Business Directives, for a period of three years.
Dr. Turbowicz’s tenure in office shall commence after receipt of approval or notice of non-objection of the
Supervisor of Banks.
Regarding item no. 8 on the agenda – appointment of Mr. Ohad Marani as an External Director (301)

Name of candidate Ohad Marani

I.D Number 053492971
Date of Birth March 20, 1955
Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv, 6513616
Citizenship Israeli
Membership in Board of Directors Committees As of the date of publication of this immediate
report, Mr. Marani is a member of the Audit and
Credit committee and the committee for
monitoring the application of the Shtrum Law.
If he is appointed by the General Meeting and the
Supervisor of Banks approves his appointment for
a second tenure in office or issues a notice of non-
objection thereto, he will be appointed, pursuant
to the resolution of the Board of Directors as a
member in Board of Directors committees.
External Director pursuant to Directive 301 of the External director pursuant to Directive 301 of the
Proper Conduct of Banking Business Directives Proper Conduct of Banking Business Directives,
subject to appointment by the General Meeting
and to receipt of the approval or notice of non-
objection of the Supervisor of Banks.
Independent Director as defined in the Companies Classified as an independent director in his current
Law tenure in office
Employee of the Bank, a subsidiary, related No
company or an interested party of the bank
Date on which tenure in office as director November 1, 2015 (his first tenure in office shall
commenced end on October 31, 2018)
Date on which his second tenure in office as a Subject to appointment by the General Meeting
director will commence and receipt of the approval or notice of non-
objection of the Supervisor of Banks and not
before November 1, 2018 (the date on which his
first tenure in office ends).
Education/professional qualifications See the curriculum vitae attached to this report
Employment during the last five years and list of See the curriculum vitae attached to this report
corporations in which she served as director
A relative of another interested party in the No
corporation
Possesses accounting and financial expertise Yes
pursuant to section 92(a)(12) to the Companies
Law
Audit Committee’s resolutions

2. Business relationships between Mr. Marani and Harel Insurance Investments and Financial Services
Ltd., a material shareholder of the Bank and also a shareholder of the general partner of Israel
Infrastructure Fund I – L.P, Israeli Infrastructure Fund II (IIF 2011) L.P and Israeli Infrastructure Fund III
L.P. )hereinafter jointly: “IFF Fund”) – Mr. Marani serves as a member of IFF Fund’s Investment
Committee.

3. Business relationships between Mr. Marani and the State of Israel, a material shareholder of the Bank
– a relative of Mr. Marani is employed in a non-senior position at the Prime Minister’s Office.

The proposed resolution

To appoint Mr. Ohad Marani as an External Director pursuant to Directive 301 of the Proper Conduct of
Banking Business Directives, for a period of three years.

Mr. Marani’s tenure in office shall commence after receipt of approval or notice of non-objection of the
Supervisor of Banks and not before November 1, 2018 (the date on which his first tenure in office ends).
3. Voting in the meeting

3.1 The record date and proof of ownership

3.1.1 The record date fixed for determining a shareholder’s entitlement to vote at the aforementioned
General Meeting pursuant to Section 182 of the Companies Law and Regulation 3 to the Voting
by Ballot Regulations is the end of the trading day on the Stock Exchange on Wednesday,
September 5, 2018.

3.1.2 Further to the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting
at the General Meeting), 5760-2000 (hereinafter – “the Proof of Ownership Regulations), a
shareholder in whose favor a share is registered with a Member of the Stock Exchange and that
share is included among the Bank’s shares which are registered in the shareholders’ register in
the name of a nominee company (hereinafter – “an Unregistered Shareholder”) and who wishes
to vote in the General Meeting, shall present to the Bank a confirmation of the Member of the
Stock Exchange with whom his right to the share is registered regarding his ownership of the share
as of the record date, pursuant to Form 1 set out in the addendum to the Proof of Ownership
Regulations (hereinafter – “the Ownership Confirmation”).

3.1.3 An unregistered shareholder is entitled to receive the Ownership Confirmation from the Member
of the Stock Exchange with whom his right to the share is registered at a branch of the Member
of the Stock Exchange or delivered by post at his request (for postage fees). Such a request shall
be submitted in advance to a specific securities account.

3.1.4 Furthermore, an unregistered shareholder may instruct the Member of the Stock Exchange to
deliver his Ownership Confirmation to the Bank via the Electronic Voting System. Registration with
the Electronic Voting System which operates pursuant to Article B of Chapter 7-2 of the Securities
Law, 5728-1968 (hereinafter – “the Electronic Voting System”) is tantamount to Ownership
Confirmation in accordance with the Proof of Ownership Regulations.

3.2 Legal quorum and the date of an adjourned meeting

3.2.1 According to the Bank’s Articles of Association, three or more shareholders, present in person or
by proxy within half an hour from the time appointed for the opening of the Meeting, shall
constitute a legal quorum for holding the Meeting.

3.2.2 If within half an hour from the time appointed for the opening of the Meeting a legal quorum is
not present, the Meeting shall stand adjourned to October 11, 2018, at the same time (14:30)
and place.

3.2.3 If a legal quorum is not present at the said adjourned Meeting, two shareholders who are present
in person shall constitute a legal quorum, and they shall be entitled to deal with the matters in
respect of which the Meeting was convened.

3.2.4 Votes of shareholders who voted using a voting ballot, as defined in Section 87 to the Companies
Law, shall also be included in determining the legal quorum and so will be the votes of
Unregistered Shareholders, who voted using the Electronic Voting System.

3.3 Manner of voting in the Meeting

3.3.1 Shareholder, who are entitled to participate in the Meeting and vote, may do so, by using a
method of their choosing from the following options: (1) To arrive at the Meeting and vote in
person or to appoint a proxy that will arrive at the Meeting and vote in their stead, in accordance
with an appointment letter and a power of attorney as set out in section 3.4 below; (2) to vote
using a voting ballot as set out in section 3.5 below; (3) an Unregistered Shareholder may also
vote via the Electronic Voting System as set out in section 3.7 below.
3.3.2 Pursuant to Section 83(d) of the Companies Law, if the shareholder voted in more than one way,
his latest vote shall count. In that regard, the shareholder’s vote in person or by proxy shall be
considered as a vote that was cast later than a vote that was cast through a voting ballot or
through the Electronic Voting System.

3.4 Participation in the Meeting and casting a vote by the shareholder in person or by proxy

a. An Unregistered Shareholder who wishes to arrive at the Meeting and cast his vote in person, shall
provide the Ownership Confirmation form to the Bank in the manner set out in sections 3.12 above
and 3.9 below, until the time on which the system is locked, as defined in section 3.7 below. A
shareholder whose shares are registered in his name in the Bank’s shareholders’ register is not
required to present such an Ownership Confirmation.

b. A shareholder who is entitled to be present and vote in the General Meeting may appoint a proxy
or proxies who will be present and vote in his stead. A proxy does not have to be a shareholder of
the Bank. In order for the appointment of a proxy to be valid, the appointment letter and the power
of attorney according to which the appointment letter has been signed (where the appointment
letter was signed according to a power of attorney) must arrive at the Bank’s registered office at
least 48 hours before the time of the General Meeting. In the case of an Unregistered Shareholder,
an Ownership Confirmation from the Member of the Stock Exchange, as set out in section 3.1 above,
must be attached to the letter of appointment, unless such Ownership Confirmation was delivered
to the bank via the Electronic Voting System.

c. A shareholder or proxy who wishes to attend and/or cast a vote in the General Meeting will be
required to identify themselves upon arrival to the General Meeting by presenting an ID document
(valid ID card, or passport or driving license). An Unregistered Shareholder (or his proxy) shall also
be required to present the Ownership Confirmation form, as aforementioned, unless his Ownership
Confirmation was delivered to the Bank via the Electronic Voting System. A proxy of a shareholder
whose shares are registered in his name in the Bank’s shareholders’ register, is not required to
present such Ownership Confirmation.

d. Anyone who is not a shareholder or his proxy, or a shareholder or his proxy who will fail to present
a valid ID document and Ownership Confirmation as of Wednesday, September 5, 2018, shall not be
allowed to attend and cast a vote in the General Meeting.

e. The letter of appointment shall also be valid with regard to an adjourned meeting of the meeting to
which the letter of appointment applies, unless otherwise specified in the appointment letter,
provided that the adjourned meeting convenes on the date specified in section 3.2.2 above.

3.5 Voting ballots

a. Shareholders (including Unregistered Shareholders) who wish to vote in the Meeting without
attending it and without using a proxy, may cast a vote on the items on the agenda using a voting
ballot.

b. A shareholder (including an Unregistered Shareholder), who is entitled to be present and vote in the
Meeting, may vote regarding all items on the agenda of the Meeting by using a voting ballot, in
accordance with the Companies Law and the Voting by Ballot Regulations.

c. The vote via a voting ballot shall be carried out using the second part of the voting ballot as published
on the distribution website of the Israel Securities Authority.

d. Set forth below are the addresses of the distribution website of the Securities’ Authority and the
website of the Tel Aviv Stock Exchange, in which one can found the wording of the voting ballot:
The distribution website of the Israel Securities Authority: http://www.magna.isa.gov.il.
The notices website of the Stock Exchange: http://maya.tase.co.il.

e. A shareholder may contact the Bank directly and receive from the Bank the wording of the voting
ballot.

f. The vote that was cast by a shareholder via a voting ballot shall be considered as if he was present
at and participated in the General Meeting, both for the purpose of the legal quorum required for
the Meeting and for the purpose of calculating the results of the vote.

3.6 The last date for delivering a voting ballot to the Bank

a. A shareholder (including an Unregistered Shareholder), who wishes to vote via a voting ballot, shall
deliver the voting ballot to the Bank in the manner set out in section 3.3.1 above, no later than 4
hours prior to the time of the convening of the Meeting (i.e. – Thursday, October 4, 2018, at 10:30
o’clock). The voting ballot will be valid only if the shareholder attaches to it the Ownership
Confirmation that was sent through the date on which the system was locked (or if the Ownership
Confirmation was sent via the Electronic Voting System); the voting ballot of a shareholder, who is
registered with the register of the Bank’s shareholders, shall be valid only if the shareholder attaches
to it a photocopy of his ID card, passport or certificate of incorporation.

b. The Member of the Stock Exchange shall email, free of charge, a link to the texts of the voting ballot
and the position papers at the distribution website of the Israel Securities Authority, to every
shareholder who is not registered with the register of the Bank’s shareholders, unless the
shareholder has informed the Member of the Stock Exchange that he does not wish to receive such
a link, and provided that such notice was issued in respect of a specific securities account and prior
to the record date.

c. A shareholder may contact the registered office of the Bank – no later than 24 hours before the date
on which the General Meeting is to convene – and withdraw his voting ballot and Ownership
Confirmation after he has proven his identity. Once he has done so, the shareholder will only be able
to vote during the course of the General Meeting itself (regardless of whether he is a shareholder
who is registered with the shareholders’ register of the Bank or if he is an Unregistered Shareholder)
as well as via the Electronic Voting System, and the provisions set out in section 3.3.2 above shall
apply mutatis mutandis and the latest vote he had cast shall be counted.

3.7 The Electronic Voting System

a. Unregistered shareholders may also vote with respect to all of the items on the agenda of the
General Meeting via an electronic voting ballot that will be sent through the Electronic Voting
System.

b. An Unregistered Shareholder may give the Member of the Stock Exchange written notice to the
effect that he does not wish to be included in the list of shareholders who are entitled to vote via
the Electronic Voting System, which shall be delivered to the Bank by the Member of the Stock
Exchange via the Electronic Voting System; such written notice shall be given no later than 12:00
o’clock on the record date.

c. The Member of the Stock Exchange shall deliver to each of the Unregistered Shareholders the details
required for casting a vote via the Electronic Voting System, including an access and identification
code for the purpose of casting a vote via the Electronic Voting System.

d. As from the end of the record date and up to 6 hours prior to the time of the convening of the
General Meeting (i.e., up to Thursday, October 4, 2018 at 08:30) (hereinafter – “the time on which
the system is locked”), Unregistered Shareholders will be able to access the electronic system by
identifying themselves and using the unique access code that was issued by the Member of the Stock
Exchange, and cast their vote or change or cancel their previous votes in respect of the General
Meeting, which is convened according to this report for convening of a Meeting.

e. The electronic vote can be changed or cancelled until the time on which the system is locked in
respect of the General Meeting, which is convened according to this report for convening of a
Meeting, and it will not be possible to change it through the system after that time. The aforesaid
does not derogate from an Unregistered Shareholder’s right to change his vote by participating in
the Meeting and casting a voting in the Meeting (including by proxy) and in such a case the provisions
of section 3.3.2 above shall apply mutatis mutandis and the latest vote he had cast shall be counted.

f. If the General Meeting is adjourned after the time on which the system is locked or if a continuing
meeting was set, the Electronic Voting System shall be reactivated and it will be possible to use it to
vote in the adjourned meeting or in the continuing meeting, and accordingly, an Unregistered
Shareholder, who had cast his vote via the Electronic Voting System will be able to change his vote
via the Electronic Voting System after the time on which the system is locked.

g. An Unregistered Shareholder, who transferred to the Bank and Ownership Confirmation via the
Electronic Voting System and wishes to vote via other means of voting, is not required to transfer to
the Bank a new Ownership Confirmation for the purpose of voting in the adjourned meeting or in
the continuing meeting.

h. The votes that were cast via the Electronic Voting System through the time on which the system is
locked shall be counted as part of the results of the Meeting (including the adjourned or the
continuing meeting) (provided that they are not altered later on by the voter), both for the purpose
of the legal quorum required for the Meeting and for the purpose of calculating the results of the
vote.

3.8 Position papers

a. The deadline for submission of position papers to the Bank, as defined in Section 88 to the
Companies Law, is Monday, September 24, 2018 (inclusive). A position paper that will include the
reply of the Bank’s Board of Directors shall be published )if it is decided to publish it) until Sunday,
September 30, 2018 (inclusive).

b. A shareholder may contact the Bank directly and receive from it the wording of the position papers
(to the extent that there are any such papers)

c. One may peruse the position papers on the distribution website of the Israel Securities Authority
and on the notices website of the Stock Exchange, as described in section 3.5 above.

3.9 Manner of providing documents to the Bank

The documents which the shareholders are required to provide to the Bank pursuant to the above
provisions (including power of attorney, appointment letter, Ownership Confirmations, voting ballots,
position papers, etc.), may be delivered, by courier or by registered mail, through the dates specified
above, to the Bank’s offices at Beit Lynn, 35 Yehuda Halevi St. Tel Aviv.

3.10 Personal interest, interested party in the bank, senior office holder and institutional investor

a. Section 267A)b))1) of the Companies Law stipulates, among other things, that “the provisions of
Section 276 shall apply, mutatis mutandis, to anyone who has a personal interest. Section 276 to the
Companies Law stipulates that: “If a shareholder participates in a vote under section 275, then he
shall inform the company before the vote – and if the vote is by voting ballot, on the voting ballot –
whether or not he has a personal interest in the approval of the transaction; if the shareholder failed
to inform as aforesaid, then he shall not vote and his vote shall not be counted.”
b. It is hereby clarified that Section 1 to the Companies Law stipulates that a personal interest is also
“a personal interest of a person who votes according to a power of attorney given to him by another
person, even if that other person has no personal interest, and the vote of a person who was given
a power of attorney to vote on behalf of a person with a personal interest shall also be considered
as the vote of a person with a personal interest, regardless of whether the voter can exercise
discretion regarding the vote or not”.

c. Therefore, a shareholder participating in a vote, is required to inform the Bank before casting his
vote in the Meeting or, if he votes via a voting ballot, on the voting ballot, if he has persona interest
in the approval of items 3 to 5 on the agenda of the General Meeting – the appointment of Mr.
Yoram Gabbay, Ms. Tamar Gottlieb and/or Mr. Refael Danieli as EDs. A shareholder that fails to give
such notice shall not be regarded as having voted on that item, and his vote shall not be counted.

d. Furthermore, a shareholder participating in a vote is required to inform the Bank before casting his
vote in the Meeting or, if he votes via a voting ballot, on the voting ballot, if he is an interested party
of the bank )as the term “interested party” is defined in Section 1 of the Securities Law, 5728-1968),
a senior office holder in the Bank )as the term “senior office holder” is defined in Section 37)d) of
the said law), an institutional entity as defined in regulation 1 to the Supervision of Financial Services
Law (Insurance), 5741-1981, or a fund manager as defined in the Joint Investment Trust Law, 5754-
1994. If the participating shareholder is an interested party, senior office holder, institutional entity
or fund manager, he is required to provide details regarding other relationships he has with the Bank
or senior office holders of the Banks and regarding the nature of those relationships. If the vote is
cast under power of attorney, such details shall also be given to the grantor and the recipient of the
power of attorney.

3.11 Perusal of documents

Documents relating to the items on the agenda of the General Meeting may be reviewed at the Bank’s
secretariat, at the Bank’s registered office at 34 Yehuda Halevi St. )Beit Leumi) 11 th floor, Tel Aviv, Tel:
076-8859419, from Sunday to Thursday between 08:00 to 15:00.

This report was signed in the name of the Bank on August 28, 2018.

Sincerely,

Bank Leumi of Israel Ltd.

Names and positions of the signatories of the report:

Irit Roth (Adv.), Chief Legal Advisor

Livnat Ein-Shay Vilder (Adv.), Secretary of the Bank and Group

Appendix B
Declaration to serve as an External Director or ED
of Bank Leumi Le-Israel B.M.

I, the undersigned Yoram Gabai, ID Number 000207530, from 258 Ben Gurion str.,
Givataim,

make this declaration as a candidate for election to serve as an External Director as

defined in the Companies Law, 5759-1999 (hereinafter: “the Companies Law; an
"ED") in Bank Leumi Le-Israel B.M. ("The Bank”), after being warned that I have to
declare the truth and that I will be subject to the penalties as stated in the Law if I
don't do that, as following:

1. Personal Details
1.1. Name: Yoram Gabai
1.2. ID: 000207530
1.3. Date of Birth: August 7, 1947
1.4. Address for service of legal documents: 258 Ben Gurion str., Givataim,
1.5. Citizenship: Israeli
1.6. Residency: Israel
1.7. Are you a relative of another stakeholder1 in the Bank (If so – please indicate
details): No.

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank (and if yes – the role or roles he serves
as stated):
_______________________________________________________________
___________________________________________________________

3. Qualifications

1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
the position of a Director of the Bank, taking note of, inter alia, the scope of the
Bank’s activity and of its size.

My said qualifications are as follows2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic Institution

Diploma
Masters Economics Hebrew University
Bachelor Economics Hebrew University

Professional Certificates:
Attached

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:

ED at S. Shlomo Holdings, as of Jan 2018.Chairman, Investments, Training

and Insurance Committee, as of Jan 2018.
Macro-Economist, Peilim Investment Portfolio Management, July, 2013 –
December 2017. Retirement.
Chairman Peilim Investment Portfolio Management, July 1995 – June 2013
Chairman Investments Committee, Culture Projects, as of 1993.Professor at
the Ono Academic College, as of 1999.
Professor at the Technion, 2015 – 2017.

3.2 Considering my education, experience, past and current employment,

and my skills, I have professional qualification, as defined below, on the
basis of what has been specified above (comment: the Board of Directors
shall assess the professional qualification of the candidate to serve as a
director). The following are additional details beyond those stated
above, which are relevant to the matter of my education and experience,
which indicate that the conditions and tests for my qualification are met:
During all recent years my main occupation has been in the areas of
finance, balance sheets and budgets, so I have been able to get more
2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required
knowledge and experience in these fields. In addition, I have taught
academic courses on capital markets, foreign currency, economics and
finance.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

3.3 Considering my education, experience, past and current employment,

and my skills, I have accounting and financial expertise, as defined
below, on the basis of what has been specified above (comment: the
Board of Directors shall assess the professional qualification of the
candidate to serve as a director). The following are additional details
beyond those stated above, which are relevant to the matter of my
education and experience, which indicate that the conditions and tests
for my qualification are met:
In addition to my education, and my academic teaching in the stated
areas, I have served as the Chairman of the Board of Peilim for about 18
years, in which I worked in areas of balance sheet, Audit, budget,
remuneration and the capital market.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position; (3) At least five years of
experience in one of the following, or cumulative experience of five
years in at least two or more of the following: (a) in a senior position in
the area of business management of a corporation whose business is of
a substantial size; or (b) in a senior public service position or in a senior
position in the civil service; or (c) in a senior position in the banking
field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia,
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.

3.4 A director that believes he does not possess an accounting and financial
expertise, is required to state whether he has the capability to read and
understand financial reports – yes/ No [delete the unwanted].

3.5 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4.3 A conviction by a court regarding any other offence, in relation to which

the court holds that due to the substance, severity or circumstances of
such offence, I am not fit to serve as a director of a public company.
There is no indictment pending against me for such an offense.
5. No enforcement measures have been imposed upon me, by an administrative
enforcement committee5 which prohibit me from serving as a director of a
public company.

6. I am not a minor, nor am I legally incompetent, nor have I been declared

bankrupt6

7. My roles or other occupations do not create or may create a conflict of interests

with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

4
As required by Proper Conduct of Banking Business directive 301.

5
A committee appointed pursuant to section 52FF(a) of the Securities Law, 5728-1968.
6
As long as I was not discharged
8. I meet all the conditions for holding the position of a director in a banking
corporation without a controlling core, in accordance with the provisions of the
Banking Ordinance, including the following:

8.1 Neither I nor my relatives hold any sort of control in the Bank,
or in a corporation which is controlled by the Bank, or in a
“substantial holder”, except for holding tradable shares in a
percentage not exceeding one fourth of a percent of the issued
and paid-up capital of any of them.
No [delete the unwanted]
Specify:

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

not have, from the date of the appointment and onward
or in the two years preceding the date of the appointment,
a connection to the Bank or to a corporation controlled
by the Bank, to an office holder of the Bank or to a
“substantial holder" (It is hereby clarified that service as
a director of the Bank of a candidate for an additional
term as stated will not be considered to be a connection).
Yes/No [delete the unwanted]
Specify:

The Bank's Audit Committee has certified that the

circumstances which may form a concern to any alleged
connections of mine, do not form a connection according
to section 11e(b) of the Banking Ordnance and subject to
the position of the Banking Supervision Department and
section 240 of the Companies Law, or alternately, that
they form, at the most, negligible connections according
to the Banking Ordnance and/or negligible connection
regulations. The summary of the said Audit Committee
decisions is presented in the invitation to the General
Meeting.
8.2.2
From the date of the appointment and onwards I have a
connection to a relative of an office holder in the Bank,
to a relative of a “substantial holder", or to a partner of a
“substantial holder"; It is hereby clarified that service as
a director of the Bank of a candidate for an additional
term will not be considered to be a connection.
No (delete the unnecessary)
Specify:
_______________________________________________________________

____________________________________________________________

8.3 I do not have a business or professional association with the Bank or

with a corporation controlled by the Bank or with an office holder of the
Bank, or with a “substantial holder” who nominated me as a candidate
for service as a director of the Bank, even if such association is not
general, and I haven't received a consideration and I do not receive
consideration in contrast to section 244 (b) of the Companies Law, and
neither does any party who has a “close association” with me.
No [delete the unwanted]
Specify:
The Bank's Audit Committee has certified that the circumstances which
may form a concern to any alleged connections of mine, do not form a
connection according to section 11e(b) of the Banking Ordnance and
subject to the position of the Banking Supervision Department and
section 240 of the Companies Law, or alternately, that they form, at the
most, negligible connections according to the Banking Ordnance and/or
negligible connection regulations. The summary of the said Audit
Committee decisions is presented in the invitation to the General
Meeting.

A director whose candidacy was suggested by the Committee for the

Appointment of Directors pursuant to Section 11D(A)(1) of the Banking
Ordinance (“the Committee”) hereby further declares that:

8.3.1 I do not have a connection to a member of the Committee at the

time of the appointment;

8.3.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

8.3.3 I have not been convicted of any offense which, due to its
substance, severity or circumstances, renders me not fit to serve
in the position and no criminal charges outstanding against me
relating to such an offense is pending;

Please specify, as required:

___________________________________________________________

____________________________________________________________

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Substantial Holder” – a party holding more than two and one half percent
of a particular type of means of control in the banking corporation, a party
controlling such a holder, a party controlled by any of these, a member of
an association of holders as defined in Clause 11D(A)(3)(b), a party
controlling a member of such an association of holders, and a party that is
controlled by any of them. For a list of substantial holders in the Bank, see
the Bank’s website, at www.leumi.co.il.

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an
External Director

10. If during my service as an ED in the Bank, it turns out that I am not

allowed by law to serve as an Office Holder in the Second Company,
then I will resign from my office at the Second Company in order to
continue serving as an ED in the Bank.

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.

12. As far as I understand, I fulfill the terms for classifying me as an

independent director7.

13. I hereby declare that there is nothing to prevent or limit my being

appointed as a Director of the Bank, including, among others, in
accordance with Directive 301 of the Proper Banking Business
Directives, Banking Ordinance 1941, Banking Law (License), 5741 –
1981, and/or in accordance with any law, including, among others, due
to positions in other corporations in which I serve.

14. The Bank has informed me about all details regarding Directors' salary
as customary in the Bank and I agree and accept them.
15. I hereby undertake to notify the Bank’s Secretariat immediately if any
change takes place with respect to my eligibility to serve as an ED at the
Bank.

16. I am aware of the fact that if one of the required conditions for my
service as an ED of the Bank ceases to be fulfilled, my service will expire
when I notify the Bank as per the above.

17. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 6, 2018 Signature of Declarant: Gabai Yoram

Confirmation
I, the undersigned, Adv. Karni Amit, hereby confirm that Mr. Yoram Gabai, whom I
know personally/who identified himself/herself to me with his/her ID No. _____, after
I cautioned him/her to declare the truth and that her/she would be subject to penalties
laid down by law if her/she does not do so, confirmed the accuracy of his/her above
declaration and signed it in my presence.

Date: August 6, 2018 Name and Signature of advocate: Adv. Karni Amit

Adv. Karni Amit, Reg. no. 20558

chapter 240 (b) to (h) of the Companies Law and the Audit Committee has confirmed it; (2) They do not serve as a
director in the Bank for more than 9 consecutive years (Companies Law, section 1)
Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They or their relatives hold any type of means of control in the banking
corporation, in a corporation controlled by the banking corporation or in a
substantial holder, excluding holding of traded shares, in a percentage that does
not exceed one quarter of one percent of the issued and paid-up capital of any
of these;

(b) Persons who in the two years preceding the date of the appointment or from
the date of the appointment and afterward, have, or persons to whom they are
closely associated, have a connection to the banking corporation or to a
corporation controlled by the banking corporation, to an office-holder of the
banking corporation or to a substantial holder; or persons who, from the date of
the appointment and onward have a connection to relatives of an office-holder
in the banking corporation, relatives of a substantial holder or partners of a
substantial holder; for this purpose, service as a director of a banking
corporation without a controlling core by a candidate for an additional such term
will not be considered to be a connection;

(2) Without derogating from the provisions of paragraph (1)(b), an individual may
not serve as a director if they, or a person with whom they have a close
association have business or professional ties with the banking corporation or
with a corporation under the control of the banking corporation, with an office-
holder in the banking corporation, or with a substantial holder who nominated
that candidate to serve as a director, even if such ties are not ongoing, other than
negligible ties;

(3) Without derogating from the provisions of paragraph (1) and (2), no person may
be appointed as or may serve as a director, if they were nominated by the
Committee pursuant to section 11D(a)(1), if one of the following are true with
regard to them:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(c) They have been convicted of an offense which due to its nature, severity or
circumstances, they are rendered unfit to serve in the position, or if there is an
indictment regarding such an offense pending against them;
(d) Any matter described in section 240(c) of the Companies Law is true with
regard to them;

(4) A director who has been nominated by the Committee pursuant to section
11D(a)(1) shall have professional qualifications or accounting or financial
expertise, in accordance with the provisions of section 240(a1) of the Companies
Law.

(c) Notwithstanding the provisions of sub-section (b), directors who serve in a banking
corporation just prior to its becoming a banking corporation without a controlling core
may continue to serve until the end of their term of office even if they do not meet all
the conditions established in the said sub-section, but not more than three years from
the date on which the banking corporation became a banking corporation without a
controlling core, whichever is earliest.

(c1) The Supervisor of Banks may approve the appointment or service as a director of
persons who during the two years preceding the date of their appointment or after their
appointment have, or persons to whom they are closely associated, have a connection
to a substantial holder or to the partner of a substantial holder, even if such connection
is not a negligible connection, if the Supervisor sees that under the circumstances, this
connection does not give rise to a concern regarding a conflict of interests in the terms
of the service.

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

ongoing business or professional ties – other than negligible ties, and service as
an office-holder, although retail business ties between a corporation and a
customer will not be considered to be a connection.

“Substantial holder” – A party holding more than two and one half percent of a
particular type of means of control in the banking corporation; a party
controlling such a holder, or who is controlled by any of these; a member of an
association of holders as defined in section 11D(a)(3)(b); a person who controls
a member of such an association of holders; and a party controlled by any of
them.
May 2018

Resume
Personal Details

Name: Yoram Gabai

Birth: August 7, 1947. Israel.

ID: 000207530

Address: 258 Ben Gurion Str., Givataim

Tel: 054-2191000

Professional Experience

January 2018 - ED S. Shlomo Holdings Ltd.

January 2018 - Chairman, Investments, Training and Insurance

Committee*

2013 – 2017 Macro-Economist, Peilim Investment Portfolio

Management – Analysis of the markets in Israel and
abroad, professional relations with customers,
companies , NGOs and individuals – Retirement in
December 2017.

1995 – 2013 Active Board Chairman - Peilim Investment Portfolio

Management

2015 – 2017 Professor MBA at the Technion, capital market, foreign

currency and investments.

1999 – 2017 Professor at the Ono Academic College, MBA, LLM

program, Law and other departments.

2008 – 2013 Deputy Chairperson of the Board of Directors of the

Falk Institute (research) by the Department of
Economics of the Hebrew University.

1987 – 2007 Professor in the areas of economics, taxation and

public policy in the departments of Economy, Law and
Public Policy of the Hebrew University.

1995 – 2006 Researcher, Falk Institute.

1995 – 2003 Chairman of the Investments Committee –The

Provident Funds of Bank Yahav.
2000 – today Chairman of the Investments Committee of the Culture
and Economic Projects for State's Workers Ltd. *

1973 – 1987 Professor at the Department of Economics, Ben Gurion

University.

1989 – 1995 Commissioner of State Revenues, Ministry of finance.

Implementation of reforms to open goods, foreign
currency and capital markets and tax reforms.

1988 – 1989 Economic Consul, Chicago, USA.

1976 – 1988 An economist and later Research Manager and Deputy

to the Commissioner of State's Revenues, Ministry of
Finance.

1985 Member of the Ministry of Finance's team in the

Economic Stabilization Program of 1985 (Macro and in
charge of the areas of wages and taxation). The team
leaders were Emanuel Sharon and Michael Bruno.

1993 – 1994 Chairman of the Taxation Committee in the economic

discussions with the PLO in Paris and with Jordan in
Washington and in the area. Afterwards I took part in
the economic discussions dealing with the permanent
agreements with Jordan and the Palestinians.

1993 – 2011 Lecturer and Coordinator of Economics in general and

Israel's economy specifically at the programs of the
Civil Service Commission and the Joint (ELKA), for
General Managers and Deputy General Managers of
the government ministries and the public sector.

Professional Committees

Chairing professional committees in the areas of taxes, economics and education.

Counselling to the Finance Committee on the subject of tax reforms (The Rabinovitz
Committee).

Chaining various public committees.

Member of the Trachtenberg Committee – plenum, macro and taxes.

Meetings with representatives of the credit rating companies: Fitch, Moody's, S&P, in
coordination with the General Accountant of the Ministry of Finance.

Books and articles

Yoram Gabai (2009) Political Economics, Hakibbutz Hameuchad.

Yoram Gabai (2015) The Taxation System of the State of Israel, Yossef Sapir
Institute for the Research of Society and Economics.
I have published around 70 articles in a variety of quarterlies and at the Falk Institute,
including a chapter in the book "Government Intervention to Market Economics"
published by the Falk Institute and Am Oved. The book was also published in English
by the MIT publishing house.

Boards of Directors

Have served in several Boards of Directors, including Peilim, Property & Building
Corp, New Kopel and Sapir Fund.

Member of the Directors Team.

Education

MA in economics with a thesis, BA in Economics and History, Teacher's Certificate.

All degrees are from the Hebrew University. In addition a course in the management
of an economic and budgetary policy, the International Monetary Fund, Washington,
USA.

Military Service 1965-1967 Military and Reserves service.

* Will resign upon appointment as an ED at Bank Leumi.

Declaration to serve as an External Director or ED
of Bank Leumi Le-Israel B.M.

I, the undersigned Tamar Gottlieb, ID Number 054584198, from 10 Hasharon Str.,

Raanana,

make this declaration as a candidate for election to serve as an External Director as

1. Personal Details

Name: Tamar Gottlieb

ID: 054584198

Date of Birth: January 27, 1957

Address for service of legal documents: 10 Hasharon Str., Raanana

Citizenship: Israeli

Residency: Israel

Are you a relative of a stakeholder1 in the Bank (If so – please indicate details):
No.

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank (and if yes – the role or roles he serves
as stated):

I am not

_______________________________________________________________
___________________________________________________________

3. Qualifications

1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
I have the qualifications that are required for service as a Director of the Bank and
in particular, I have education, knowledge, experience or expertise in one or more
of the following fields: banking, finance, economic or business activity, law,
financing, accounting, risk management, regulatory compliance, information
technology , information security (including cyber) or any other field approved by
the Supervisor of Banks , and I am able to dedicate the appropriate time to fulfill
the position of a Director of the Bank, taking note of, inter alia, the scope of the
Bank’s activity and of its size.

My said qualifications are as following2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic

Diploma Institution
BA International Hebrew University
Relations
MA Economics Indiana University,
Indiana, USA

Professional Certificates:

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:

3.2 See attached CV.

3.3 Considering my education, experience, past and current employment,

Based on my education and experience, as detailed in my attached

CV.

2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required
Documents and certificates supporting this declaration, as stated in this
section, have been provided to the Bank’s Secretariat.

3.4 Considering my education, experience, past and current employment,

In addition to my education and to the roles I have and still am

fulfilling, as detailed in my attached CV, I would like to mention that
I have a multi-year experience as a CEO and a chairperson of
boards of directors in complex companies, including membership
and a role as the chairperson in committees inspecting financial
statements – including at Leumi Mortgage (around 5 years) and
Bank Leumi (around 3 years). I have in depth knowledge in issues
of accounting, financial analyses, roles and functionality of CPAs,
and expertise in processes and complexities of financial statements,
including those of banks.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position;
(3) At least five years of experience in one of the following, or
cumulative experience of five years in at least two or more of the
following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior
public service position or in a senior position in the civil service; or (c)
in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia:
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.

3.5 A director that believes he does not possess an accounting and financial
expertise, is required to state whether he has the capability to read and
understand financial reports – yes/ No [delete the unwanted].

3.6 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ No [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4.3 A conviction by a court regarding any other offence, in relation to which

5. No enforcement measures have been imposed upon me, by an administrative

enforcement committee5 which prohibit me from serving as a director of a
public company.

4
As required by Proper Conduct of Banking Business directive 301.

5
A committee appointed pursuant to section 52FF(a) of the Securities Law, 5728-1968.
6. I am not a minor, nor am I legally incompetent, nor have I been declared
bankrupt6

7. My roles or other occupations do not create or may create a conflict of interests

with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

8. I meet all the conditions for holding the position of a director in a banking
corporation without a controlling core, in accordance with the provisions of the
Banking Ordinance, including the following:

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

The Bank's Audit Committee has certified that the

6
As long as I was not discharged
and/or negligible connections regulations. The
summary of the said Audit Committee decisions is
presented in the invitation to the General Meeting.

8.2.2
From the date of the appointment and onwards I have a
connection to a relative of an office holder in the Bank,
to a relative of a “substantial holder", or to a partner of a
“substantial holder"; It is hereby clarified that service as
a director of the Bank of a candidate for an additional
term will not be considered to be a connection.
Yes/No (delete the unnecessary)
Specify:
_______________________________________________________________

____________________________________________________________

8.3 I do not have a business or professional association with the Bank or

8.4.1 I do not have a connection to a member of the Committee at the

time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

8.4.3 I have not been convicted of any offense which, due to its
substance, severity or circumstances, renders me not fit to serve
in the position and no criminal charges outstanding against me
relating to such an offense is pending;

Please specify, as required:

___________________________________________________________

____________________________________________________________

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an
external Director.

10. If during my service as an ED in the Bank, it turns out that I am not

allowed by law to serve as an Office Holder in the Second Company,
then I will resign from my office at the Second Company in order to
continue serving as an ED in the Bank.

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.

12. As far as I understand, I fulfill the terms for classifying me as an

independent director7

13. I hereby declare that there is nothing to prevent or limit my being

16. I am aware of the fact that if one of the required conditions for my
service as an ED of the Bank ceases to be fulfilled, my service will expire
when I notify the Bank as per the above.

17. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 13, 2018 Signature of Declarant: Tamar Gottlieb

Confirmation
I, the undersigned, Adv. David Sackstein, hereby confirm that Tamar Gottlieb, whom I
know personally/who identified himself/herself to me with his/her ID No. _, after I
cautioned him/her to declare the truth and that he/she would be subject to penalties laid
down by law if he/she does not do so, confirmed the accuracy of his/her above
declaration and signed it in my presence.

Date: August 13, 2018 Name and Signature of advocate: Adv. David Sackstein

Adv. David Sackstein, Reg. no. 29797 ID: 320611353

chapter 240 (b) to (h) of the Companies Law and the Audit Committee has confirmed it; (2) The do not serve as a
director in the Bank for more than 9 consecutive years (Companies Law, section 1)
Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

Date of birth: January 27, 1957

Address: 10 Hasharon Street Raanana 4335205

Telephone: Office: 03-61-330-61

Fax: 03-575-6390

Mobile phone: 050-5390-333

E-mail: tamigottlieb@gmail.com or tami@harvest.co.il

Education:

1968-1974 - High School affiliated to the Hebrew University, Jerusalem

1975-1978 - B.A. International Relations Hebrew University, Jerusalem

1979- 1980 - M.A. Economics, University of Indiana, Bloomington, Indiana,

USA.

Professional Experience

2001- Today Owner of (50%) Harvest Capital Markets Ltd., consulting in

subjects like: business development; strategic consulting;

financial consulting; banking; investments – mergers and

acquisitions; fundraising; wealth management;

1997- 2000 CEO and director, Investec General – Management and

Underwriting Ltd., a wholly owned subsidiary of the then
Investec Bank (Israel) Ltd, today U-Bank (merged into the First

International Bank). Investec General – Management and

Underwriting Ltd. dealt with Investment banking, including

underwriting public offerings, mergers and acquisitions,

consulting for companies, fundraising for companies (private

offerings) in Israel and abroad.

1996 – 1997 CEO, Oscar Gruss (1996) Ltd., a wholly owned subsidiary of

an American investment bank Oscar Gruss & Son Inc. The

company deals in giving brokerage services in foreign

securities and in investment banking.

1994 – 1995 CEO, Profina Company Ltd., that was an investment bank

belonging to the “Kavei Ashrai L’Israel Ltd. Group.”

1991 – 1994 The first CEO of Maalot - The Israel Securities Rating

Company LTD. Maalot is Israel leading in bonds and the

financial soundness of companies rating company, and for
years was the only company in Israel in this field. At the
beginning of 2008 Maalot became wholly owned by the global

rating company, Standard & Poors.

1980- 1991 Leumi Partners, an investment bank, wholly owned by Bank

Leumi Le-Israel B.M.(Today Leumi Partners). In the period

1987 – 1991 I served as a VP and Manager of the Offerings

Department, and in my term the company was the leading

underwriting and offerings management company in the capital

market.

Public Duties and Boards of Directors

External Director in Bank Leumi LeIsrael Ltd. Member of the Audit Committee (also
performing inspections of the financial statements and remuneration), the Credit
Committee and the Technology Committee in the Bank. In the past – member of the
Risk Management Committee.

External Director, Chairwoman of the Committee for Checking the Financial Reports
and member of the Audit Committee in Extell Limited (A quoted company whose
bonds are traded on the Tel Aviv stock exchange)

External Director (ED) and Chairperson of the Audit Committee and the Committee
for the Inspection of the Financial Statements, at Al-Bad Massuot Yitzhak Ltd. (traded
in the Tel Aviv stock exchange)
Independent Director and a member of Arad Investment & Industrial Development
Ltd. committees (Traded in the Tel Aviv Stock Exchange).

Chairperson of the Board of Directors of "Agricultural Business and Management

Holdings Shefayim - Agricultural Cooperative Society Ltd" (a private corporation).
Member of the Board of Directors of Huzot Shfaim, a fully owned subsidiary of
Agricultural Business and Management.

An independent director and a member of the Board of Directors Committee at

Southern Properties Capital Ltd (A quoted company traded in the Tel Aviv Stock
Exchange).

A Director at Emilia Development (O.F.G) Ltd (traded in the Tel Aviv Stock
Exchange)

Director, Harvest Capital Markets Ltd. (private company - 50% my ownership)

Public activity – (Pro bono) – Member of the Board of Trustees, Board of Directors
and Financial Committee of The College of Management Academic Studies.

In the past:

Businesses:
 Chairwoman of the Board of Directors, Perion Network Ltd. (public company

traded on NASDAQ and the Tel Aviv Stock Exchange (symbol PERI) - from
2006 until December 2015.

 Independent director and member of all committees, Carasso Motors Ltd.

(traded on the Tel Aviv stock exchange) – for 9 years till January 2015.
 External director and Chairwoman of the Audit Committee and the Financial
Reports Committee, Reit1 Ltd. (traded on the Tel Aviv stock exchange). – for
8 years till June 2014.
 Independent director in IDB Development Ltd. (in the period of the creditors’
settlement and tenure of the settlement’s trustees) – for a year till May 2014.
 External director and Chairwoman of the Balance Sheet Committee and
member of committees at Leumi Mortgage Bank for about five years until the
bank was merged with Bank Leumi in December 2012.
 Active Chairwoman of the Board of Directors of Emilia Developments (traded
on the Tel Aviv Stock Exchange) and a director of subsidiaries and affiliated
companies (Emilia Cosmetics Ltd. and Zohar Dalya) – from 2001 until 2012.
 Independent director in RoboGroup T. E. K. Ltd. (traded on the Tel Aviv Stock
exchange) until November 2013.
 Director in Polysack Plastics Industries Ltd. (The company has been
dissolved.)
 External director and Chairwoman of the Audit Committee in NR Spuntech
Industries Ltd. (traded on the Tel Aviv Stock exchange) – until September
2010.
 Active Chairwoman of T.R.A. Radio Tel Aviv Ltd. (FM 102) – from 2001 till
January 2009.
 External director in the Baran Group Ltd. (traded on the Tel Aviv Stock
exchange) and Chairwoman of the Audit Committee – till July 2008.
 External director at “Maalot” the Israeli securities rating company and a
member of the Rating Committee – till December 2007.
 Director and member of the Investments Committee of the Provident Funds
affiliated with the Mercantile Discount Bank Ltd. – till August 2003.
 External director and Chairwoman of the Finance Committee of Dan Public
Transport Co. Ltd. (previously Dan Cooperative), and member of the Audit
Committee (till March 2005).
Public Bodies:

 Member of the Commission to examine the appointment of directors and

CEOs in government companies and statutory corporations (from 1993 till
June 2008).
 Member of the Advisory Committee on Mergers and Exemptions in the Anti-
trust Authority - (till July 2006).
 Member of the Bank of Israel Advisory Council – (till mid 1998)
 Director and Chairwoman of the Audit Committee at El Al Israel Airlines Ltd. –
while it was a Government Company (for two terms – from February 1995 till
February 2001).
Appendix B

Declaration to serve as an External Director or ED

of Bank Leumi Le-Israel B.M.

I, the undersigned Danieli Rafael, ID Number 050901131, from 12 Lea Str., Haifa,

make this declaration as a candidate for election to serve as an External Director as

1. Personal Details

Name: Danieli Rafael

ID: 050901131

Date of Birth: November 17, 1951

Address for service of legal documents: 12 Lea Str., Haifa,

Citizenship: Israeli

Residency: Israel

Are you a relative of another stakeholder1 in the Bank (If so – please indicate
details): No.

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank (and if yes – the role or roles he serves
as stated):

3. Qualifications

1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
technology, information security (including cyber) or any other field approved by
the Supervisor of Banks , and I am able to dedicate the appropriate time to fulfill
the position of a Director of the Bank, taking note of, inter alia, the scope of the
Bank’s activity and of its size.

My said qualifications are as following2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic

Diploma Institution
BA Extended Haifa University
Economics

Professional Certificates:

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:
 Member of the Board of Directors at "Fridenson Logistic
Services Ltd.", Starting August 2017
 CEO of Zim Integrated Shipping Ltd, March 2009 – June
2017

3.2 Considering my education, experience, past and current employment,

and my skills, I have professional qualification, as defined below, on
the basis of what has been specified above (comment: the Board of
Directors shall assess the professional qualification of the candidate to
serve as a director). The following are additional details beyond those
stated above, which are relevant to the matter of my education and
experience, which indicate that the conditions and tests for my
qualification are met:
- Over the years I have served as Chairperson of the Board of
Directors of 10 companies of the Zim Group, dealing with logistics,
international transport, storing, land transport and insurance.
- VP Finance at Zim for 12 years
- Deputy CEO of Zim for 3 years
- Zim CEO for over 8 years

2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3.3 Considering my education, experience, past and current employment,

I served as Manager of the Treasury Sub-Division at the Zim

company, Manager of Budgets Sub-Division at Zim and the
company's VP Finance. I have accumulated over 30 years of
experience in financial matters. I know the accounting and financial
areas well and have signed Zim's balance sheets for 20 years as VP
Finance and afterwards as CEO.
I have closed international financial funding arrangements and
complex financial agreements at the international level.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position;
(3) At least five years of experience in one of the following, or
cumulative experience of five years in at least two or more of the
following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior
public service position or in a senior position in the civil service; or (c)
in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia:
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.

3.5 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ No [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4.3 A conviction by a court regarding any other offence, in relation to which

5. No enforcement measures have been imposed upon me, by an administrative

enforcement committee5 which prohibit me from serving as a director of a
public company.

6. I am not a minor, nor am I legally incompetent, nor have I been declared

bankrupt6

4
As required by Proper Conduct of Banking Business directive 301.

5
A committee appointed pursuant to section 52FF(a) of the Securities Law, 5728-1968.
6
As long as I was not discharged
7. My roles or other occupations do not create or may create a conflict of interests
with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

The Bank's Audit Committee has certified that the

circumstances which may form a concern to any
alleged connections of mine, do not form a connection
as defined in section 11e(b) of the Banking Ordnance
and subject to the position of the Banking Supervision
Department and section 240(b) of the Companies
Law, or alternately, that they form, at the most,
negligible connections according to the Banking
Ordnance and alternately are negligible connections
and therefore are not considered to form a connection
as per the companies' regulations (matters which do
not form a connection), 5767-2006. The summary of
the said Audit Committee decisions is presented in the
invitation to the General Meeting that this
declaration is attached to.

____________________________________________________________

The Bank's Audit Committee has certified that the circumstances

which may form a concern to any alleged connections of mine, do
not form a connection as defined in section 11e(b) of the Banking
Ordnance and subject to the position of the Banking Supervision
Department and section 240(b) of the Companies Law, or
alternately, that they form, at the most, negligible connections
according to the Banking Ordnance and alternately are negligible
connections and therefore are not considered to form a connection
as per the companies' regulations (matters which do not form a
connection), 5767-2006. The summary of the said Audit Committee
decisions is presented in the invitation to the General Meeting that
this declaration is attached to.

8.4 A director whose candidacy was suggested by the Committee for the
Appointment of Directors pursuant to Section 11D(A)(1) of the Banking
Ordinance (“the Committee”) hereby further declares that:
8.4.1 I do not have a connection to a member of the Committee at the
time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an ED.

10. If during my service as an ED in Bank, it turns out that I am not allowed

by law to serve as an Office Holder in the Second Company, then I will
resign from my office at the Second Company in order to continue
serving as an ED in the Bank.

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.
12. As far as I understand, I fulfill the terms for classifying me as an
independent director7
Yes

13. I hereby declare that there is nothing to prevent or limit my being

appointed as an ED of the Bank, including, among others, in accordance
with Directive 301 of the Proper Banking Business Directives, Banking
Ordinance 1941, Banking Law (License), 5741 – 1981, and/or in
accordance with any law, including, among others, due to positions in
other corporations in which I serve.

16. I am aware of the fact that if one of the required conditions for my
service as an ED of the Bank ceases to be fulfilled, my service will expire
when I notify the Bank as per the above.

17. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 8, 2018 Signature of Declarant: Rafael Danieli

Confirmation
I, the undersigned, Adv. Adva Bitan, hereby confirm that Rafi Danieli, whom I know
personally/who identified himself/herself to me with his/her ID No. _, after I cautioned
him/her to declare the truth and that he/she would be subject to penalties laid down by
law if he/she does not do so, confirmed the accuracy of his/her above declaration and
signed it in my presence.

Date: August 13, 2018 Name and Signature of advocate: Adv. Adva Bitan

7
"An "Independent Director" – An external director or an individual serving as a director, who fulfills the
following terms: (1) They fulfill the competency terms for the nomination of an external director according to
chapter 240 (b) to (h) of the Companies Law and the Audit Committee has confirmed it; (2) The do not serve as a
director in the Bank for more than 9 consecutive years (Companies Law, section 1)
Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

972-52-600-2813
Danielirafi1@gmail.com
12 Lea Str., Haifa 3440311

Vast experience in managing an international shipping company with annual

revenues of around $3 Billion. Leading a unique strategy alongside a successful

transformation process. In 7 years I have led the company from being ranked in
place 18 in its sector (out of 19 companies), to being one of the first 4 in operational

margins, in spite of its meaningful weakness in scale.

Vast knowledge and experience in the areas of finance, commerce, operations,

logistics, organization and leadership. Extensive relationships with financial

organizations worldwide.

Work Experience

July 2017 onwards –

 Consultation services to companies regarding strategical and financial

matters

 Involvement in several start-up companies

1978 – 2017 Zim Integrated Shipping Services

Zim specializes in shipping containers and is ranked at the 12th place in the world

(fleet size wise). The company operates 75 ships and transports over 2.5 million
containers annually. Its turnover is about $3 billion and it has around 5,000

employees in 90 countries. Over 85% of the company's activity is in the international

arena and is not connected to Israeli trade transports.

2009 – 2017 President and CEO of Zim

I started managing the company at the beginning of the world economic and financial
crisis, which led to the biggest crisis in the shipping sector ever. While the company
suffered from difficult and complex financial problems, I have led two parallel

significant moves:
1. Business Transformation – An essential change in the operational margins by

using all economic leverages and creating extensive operational flexibility.

2. Financial settlements which reduced the company's financial liabilities from

around $8 billion to $1.5 billion.

A Business Transformation the result of which brought Zim to be one of the 4 leading
companies in the operational profit rates, in the global containers' shipping industry,

the moves included:

- Changes in the structure of the lines and in the international deployment in

order to improve efficiency, reduce costs and improve competitive edge.

- Forming a unique strategy in the industry and business concentration while

exploiting the global deployment of Zim.

- Structural and organizational changes while creating profit and loss units,
establishing a global purchasing system, a global customer service system
and global service centers, which resulted in direct managerial and financial

responsibility and a fast reaction time to customers and events.

- Upgraded customer interfaces, a new Key Customers Unit, changed pricing

methods, tools for sales representatives and an upgraded customer interface.

A unique and complex Financial Settlement on an international scale, while

managing negotiations with over 130 private and public creditors (banks, ship

owners, shipyards, institutional investors and more) and a general agreement on the

outlines of the settlement, which enabled the company to implement an aggressive

business plan, even though this is a challenging sector with excess supply and

record low shipping prices.

1996 – 2009 VP Finance and Deputy to the CEO (starting in 2006)

In charge of the global financial system, including the Budgets Sub-Division,

Comptroller and Accounting, Insurance, Funding and Flow Management, Risk

Management.

- Establishing a pricing system to support the business activity, assimilation of

the SAP system at a global level.

- Negotiations with shipyards and with companies constructing and leasing

containers, closing funding agreement of billions of dollars.

- Handling complex funding transactions.

- Managing the company's logistic system.

- Managing information security issues

1994 - 1996 Special Projects, Reporting Directly to the CEO

1990 – 1994 Managing Operations in South Africa

Managing the commercial, operational, logistic and financial activity in the area of
South Africa (8 countries) and the islands in the Indian Ocean. An activity of over
$400 Million turnover.
1994 – 1996 Manager of the Budgets Sub-Division

1984 – 1995 Manager of the Treasury Sub-Division

1983 – 1984 Manager of the Economic Research Department

1978 – 1982 Economic at the Planning and Development Sub-Division

Memberships in Boards of Directors

Over the years I have served as Chairperson of Boards of Directors in 10

subsidiaries of Zim in Israel and abroad in a variety of capacities, logistics,

international transportation, storage, land transportation and insurance.

Member of the Board of Directors of a public company, Fridenson Logistic Services

Ltd.

Member in the Directors Team of the Companies Authority

Volunteer in Daroma-Tzafona, an NGO with a special program to promote factories

and small & medium production companies in the Galilee and the Negev, including
funding options and a business support system in a variety of essential management

issues.

An arbitrator at the Israeli Institute of Commercial Arbitration of the Chamber of

Commerce and Industry Haifa and the North

Education

A BA in Extended Economics, single department, Haifa University, 1978

Declaration to serve as an External Director or ED
of Bank Leumi Le-Israel B.M.

I, the undersigned Shmuel (Muli) Ben Zvi , ID Number 056231475, from 11 Rav
Ashi Str., Tel Aviv,

make this declaration as a candidate for election to serve as an External Director as

1. Personal Details

Name: Shmuel (Muli) Ben Zvi

ID: 056231475

Date of Birth: April 6, 1960

Address for service of legal documents: 11 Rav Ashi Str., Tel Aviv

Citizenship: Israeli

Residency: Israel

Are you a relative of another stakeholder1 in the Bank (If so – please indicate
details): No.

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank Bank (and if yes – the role or roles he
serves as stated):

3. Qualifications

1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
technology information security (including cyber) or any other field approved by
the Supervisor of Banks , and I am able to dedicate the appropriate time to fulfill
the position of a Director of the Bank, taking note of, inter alia, the scope of the
Bank’s activity and of its size.

My said qualifications are as following2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic

Diploma Institution
PhD in Economics Macro Economics Tel Aviv University
Post Doctorate Economics MIT
Course on Senior Business Harvard Business
Management AMP Administration School (HBS)
MA Economics Tel Aviv University
MA National Security National Security
and International College
Relations
BA Economics and Tel Aviv University
Statistics

Professional Experience:
A major role in writing and analyzing financial statements at a bid global
company (Teva) as well as analysis of competitors' statements and companies
considered for purchase.
Financial activity as part of my being in charge of Teva's treasury, including
multifaceted work with banks.
Vast experience in the various financial disciplines as well as in the strategy
and technology as detailed in my CV.
Experience as a Director at the Bank, member of the following committees:
Audit, Risk Management, Technology, Strategy, see details in CV.

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:

2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required
Director in Bank Leumi (since 2015), director in Sol-Gel (since
February 2018). Owner of Shmuel (Mule) Ben Zvi Ltd, active in stat-
up companies as a consultant / Advisory Boards

Prior to that and as detailed in my CV, management roles in Teva.

3.2 Considering my education, experience, past and current employment,

Education and experience as detailed in CV

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

3.3 Considering my education, experience, past and current employment,

A vast experience in financial management in a variety of organizations

and disciplines and extensive learning in the area as detailed in the CV.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position;
(3) At least five years of experience in one of the following, or
cumulative experience of five years in at least two or more of the
following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior
public service position or in a senior position in the civil service; or (c)
in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia:
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.

3.5 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ No [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4
As required by Proper Conduct of Banking Business directive 301.
4.3 A conviction by a court regarding any other offence, in relation to which
the court holds that due to the substance, severity or circumstances of
such offence, I am not fit to serve as a director of a public company.
There is no indictment pending against me for such an offense.

5. No enforcement measures have been imposed upon me, by an administrative

enforcement committee5 which prohibit me from serving as a director of a
public company.

6. I am not a minor, nor am I legally incompetent, nor have I been declared

bankrupt6

7. My roles or other occupations do not create or may create a conflict of interests

with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

5
A committee appointed pursuant to section 52FF(a) of the Securities Law, 5728-1968.
6
As long as I was not discharged
There is no connection (there are business and retail
relations: bank account, provident funds, education
funds, which are all considered to be retail relations that
do not form a "connection").

____________________________________________________________

8.4.1 I do not have a connection to a member of the Committee at the

time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an
External Director as defined in the Companies' Law, 5759-1999 ("ED").

10. If during my service as an External Director in the Bank, it turns out that
I am not allowed by law to serve as an Office Holder in the Second
Company, then I will resign from my office at the Second Company in
order to continue serving as an External Director in the Bank.

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.

12. I hereby declare that there is nothing to prevent or limit my being

appointed as an External Director of the Bank, including, among others,
in accordance with Directive 301 of the Proper Banking Business
Directives, Banking Ordinance 1941, Banking Law (License), 5741 –
1981, and/or in accordance with any law, including, among others, due
to positions in other corporations in which I serve.

13. The Bank has informed me about all details regarding Directors' salary
as customary in the Bank and I agree and accept them.
14. I hereby undertake to notify the Bank’s Secretariat immediately if any
change takes place with respect to my eligibility to serve as an External
Director at the Bank.

15. I am aware of the fact that if one of the required conditions for my
service as an External Director of the Bank ceases to be fulfilled, my
service will expire when I notify the Bank as per the above.

16. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 13, 2018 Signature of Declarant: Shmuel Ben Zvi

Confirmation
I, the undersigned, Adv. David Sackstein, hereby confirm that Shmuel Ben Zvi, whom
I know personally/who identified himself/herself to me with his/her ID No. _, after I
cautioned him/her to declare the truth and that he/she would be subject to penalties laid
down by law if he/she does not do so, confirmed the accuracy of his/her above
declaration and signed it in my presence.

Date: August 13, 2018 Name and Signature of advocate: Adv. David Sackstein

Adv. David Sackstein, Reg. no. 29797 ID: 320611353

Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

General  Senior finance manager, proficient in a range of finance

disciplines, with a broad business and strategic
perspective.
 Member of senior management in a number of
organizations: A giant global company, the IDF General
Staff as well as the management of the Ministry of
Defense. Abilities of management, team building,
decision making, business development, working in a
changing environment.
 Experience in all aspects of corporate governance in
public companies as a member of the Board of Directors
and as a manager

Professional
Experience
2015 - Director, Bank Leumi
Director at the Bank and member of the following committees:
Audit, Strategy, Risk Management and the committee for the
implementation of the Strum Law.

Member of the Global Entrepreneurship Week Society, which

is the Israeli group of the Global Entrepreneurship Network.
Active in start-up companies as a Head of the Advisory Board or
as a consultant.

2013-2014 VP Strategy Teva

 Leading strategic projects. Participating in business

development activities and formulating strategy for
business lines. During this period participated in a course
at Harvard and was mentored by a senior partner at
BCG.
2009-2012 VP Finance, Teva
 Coordinating annual and multi-annual work plans. Played
a pivotal role in the preparation of financial reports (US
GAAP), leading and coordinating the quarterly financial
analysis which is a central management process in the
company. Within this framework, intensive involvement in
the integration of acquired companies including four
transactions of between 5-8 billion dollars each, leading
significant business change in the American business,
member of a small team designing and formulating
company strategy, member of the team preparing
materials for investors and more.
 At the same time, responsible for treasury including the
issuance of debentures (leading the raising of 2.5B$),
bank credit, significant improvement of cash
management, currency and interest rate hedging and
more.
 I was selected together with a small group of employees
for a five year (09-13) Key Talents Program.

2004-2009 VP Economics, Planning and IT, Teva

 Coordinating planning, monitoring and economic issues
and management responsibility for information systems
in the company. Participation in central management
processes and in the integration of acquired companies.
Rebuilding the team and the work procedures to adjust to
the fast growth of the company.
 Responsibility on the organization of IT of over 1000
employees and current activity of over $100 Million
annually. Chairman of the Steering Committee of a
cross-company ERP project – a $200M project.

2000-2004 Financial advisor to the IDF Chief of Staff and Head of the
Budget Division in the Ministry of Defense
Military rank: Brigadier General
 Head of the budgetary system in the IDF and in the Ministry
of Defense and responsible for planning, management and
monitoring of the defense budget. A key partner in deep and
varied change processes, starting with a downsizing plan,
through converting Rafael into a Government Company and
to projects such as the “Seam Zone” and a fighter aircraft
transaction. Leading and implementing strategic processes
in the budget system for improving the linkage between the
budget inputs and outputs and an essential contribution to
the treatment of personnel and its training.

1997-2000 Head of Planning Department

 Coordinating the Annual Budget and the Multi-Year Plan,
coordinating the defense budget book and the changes in it,
participation in the cash flow discussions of the Ministry,
coordinating the connections with the Ministry of Finance,
with Knesset Committee for the Defense Budget and
membership in Inter-Ministries committees on various issues.
1993-1997 Head of Land Forces Budgets Department, IDF
 Budgeting for the land forces, General Staff units, and
dealing with manpower and salaries for the standing army,
compulsory service, reserves and army employees. In the
framework of this role, participation in the processes of IDF
2000. Membership in the Board of Directors of the Standing
Army’s Savings Fund (Education Fund).

1982-1993 Various roles in the Financial Advisory Unit to the Chief of Staff /
the Budgets Division in the Ministry of Defense

1988-2000 Lecturer in the Department of Economics, Tel Aviv University

(while fulfilling duties in the Security Forces)

Education Harvard Business School

2013  Intensive, two-month, Advanced Management Program –

AMP, Harvard Business School (April-May 2013)
1992-1993 The National Security College
 Graduated cum laude from the National Security College.
Thesis on the subject of Defense Spending and the National
Economy and an additional paper on the Jordanian economy
that predicted the Jordanian necessity to make a peace
agreement, published in academic institutions.

1987-1988 MIT University

 A year of post doctorate studies at MIT University under the
supervision of Prof. Stanley Fisher. In depth studies in the
fields of industrial organization, international trade (including
publishing a paper with Professor Helfman), and the seam
between macro-economics and finance.

1983-1986 Tel Aviv University

 Doctorate in Economics at Tel Aviv University (86). Subject
of doctorate: The Real Influences of Inflation, under the
supervision of Professor Leo Leiderman and Professor Alex
Zuckerman
1981-1982 Tel Aviv University
 Masters studies in economics at Tel Aviv University (82)
cum laude. Thesis – Cartels under Anti-Trust Law.
1979-1981 Tel Aviv University
 Undergraduate studies in economics and statistics at Tel
Aviv University (81), cum laude (in economics) and magna
cum laude (in statistics).
Appendix A

Declaration to serve as an External Director or ED

of Bank Leumi Le-Israel Ltd

I, the undersigned Dr. Yoram Turbovitz, ID Number 055585426, from 31 Slomtzion

Hamalka Tel Aviv 62267

make this declaration as a candidate for election to serve as an External Director as

1. Personal Details

Name: Yoram Turbovitz

ID: 055585426

Date of Birth: November 1, 1958

Address for service of legal documents: 31 Slomtzion Hamalka Tel Aviv 62267

Citizenship: Israeli

Residency: Israel

Are you a relative of another stakeholder1 in the Bank (If so – please indicate
details): No.

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank (and if yes – the role or roles he serves
as stated):

3. Qualifications

I have the qualifications that are required for service as a Director of the Bank and
in particular, I have education, knowledge, experience or expertise in one or more
1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
of the following fields: banking, finance, economic or business activity, law,
financing, accounting, risk management, regulatory compliance, information
technology information security (including cyber) or any other field approved by
the Supervisor of Banks , and I am able to dedicate the appropriate time to fulfill
the position of a Director of the Bank, taking note of, inter alia, the scope of the
Bank’s activity and of its size.

My said qualifications are as following2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic

Diploma Institution
SJD – PhD in Law International Trade Harvard Law
Law School Cambridge,
MA
LL.M – Master in Contracts Law Harvard Law
Law School Cambridge,
MA
LL.B – Bachelor in Law Hebrew University
Law Faculty of Law

Professional Certificates:

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:

Occupation as a lawyer, legal advise, Director at the Allied Group

(Allied Holdings, Allied Logistics, Champion Motors) as detailed in
my attached CV.

3.2 Considering my education, experience, past and current employment,

2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required
experience, which indicate that the conditions and tests for my
qualification are met:

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

3.3 Considering my education, experience, past and current employment,

As mentioned, I do not have auditing and financial expertise as defined

above.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position;
(3) At least five years of experience in one of the following, or
cumulative experience of five years in at least two or more of the
following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior
public service position or in a senior position in the civil service; or (c)
in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia:
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.

3.5 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ No [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4.3 A conviction by a court regarding any other offence, in relation to which

5. No enforcement measures have been imposed upon me, by an administrative

enforcement committee5 which prohibit me from serving as a director of a
public company.

6. I am not a minor, nor am I legally incompetent, nor have I been declared

bankrupt6

7. My roles or other occupations do not create or may create a conflict of interests

with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

4
As required by Proper Conduct of Banking Business directive 301.

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

Allegedly, There is none, but in any case, the Bank's

Audit Committee has certified that the circumstances
which may form a concern to any alleged connections
of mine, do not form a connection as defined in section
11e(b) of the Banking Ordnance and subject to the
position of the Banking Supervision Department and
section 240(b) of the Companies Law, or alternately,
that they form, at the most, negligible connections
according to the Banking Ordnance and alternately
are negligible connections and therefore are not
considered to form a connection as per the companies'
regulations (matters which do not form a connection),
5767-2006. The summary of the said Audit
Committee decisions is presented in the invitation to
the General Meeting.
8.2.2
From the date of the appointment and onwards I have a
connection to a relative of an office holder in the Bank,
to a relative of a “substantial holder", or to a partner of a
“substantial holder"; It is hereby clarified that service as
a director of the Bank of a candidate for an additional
term will not be considered to be a connection.
Yes/No (delete the unnecessary)
Specify:
_______________________________________________________________

____________________________________________________________

8.3 I do not and neither does any party who has a “close association” with
me have a business or professional association with the Bank or with a
corporation controlled by the Bank or with an office holder of the Bank,
or with a “substantial holder” who nominated me as a candidate for
service as a director of the Bank, even if such association is not general,
, and I haven't received a consideration and I do not receive
consideration in contrast to section 244 (b) of the Companies Law, and
I did not and do not get any remuneration which defied section 244(b)
of the Companies Law.
Allegedly, There is none, but in any case, the Bank's Audit
Committee has certified that the circumstances which may form a
concern to any alleged connections of mine, do not form a connection
as defined in section 11e(b) of the Banking Ordnance and subject to
the position of the Banking Supervision Department and section
240(b) of the Companies Law, or alternately, that they form, at the
most, negligible connections according to the Banking Ordnance
and alternately are negligible connections and therefore are not
considered to form a connection as per the companies' regulations
(matters which do not form a connection), 5767-2006. The summary
of the said Audit Committee decisions is presented in the invitation
to the General Meeting.

8.4.1 I do not have a connection to a member of the Committee at the

time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an
External Director as defined in the Companies' Law, 5759-1999 ("ED").

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.

12. I hereby declare that there is nothing to prevent or limit my being

16. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 23, 2018 Signature of Declarant: Yoram

Turbovitz

Confirmation
I, the undersigned, Adv. Ayelet Weller, hereby confirm that Yoram Turbovitz, whom I
know personally/who identified himself/herself to me with his/her ID No. _, after I
cautioned him/her to declare the truth and that he/she would be subject to penalties laid
down by law if he/she does not do so, confirmed the accuracy of his/her above
declaration and signed it in my presence.

Date: August 23, 2018 Name and Signature of advocate: Adv. Ayelet Weller

Adv. Ayelet Weller, Reg. no. 15661

Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

Work Experience
09-18 A lawyer, director and businessman; An active Director at the Board of
Directors of Allied Holdings Company Ltd and at Champion Motors Ltd.

09-11 Chairman of the Board of Directors of Azorim Ltd

Chairman of the Board of Directors of Delek Energy Systems Ltd

06-08 Head of Staff, Prime Minister's Office, Government of Israel

01-06 A lawyer, director and businessman; An active Director at the Board of

Directors of Champion Motors Ltd

04-05 Director, Cellcom Ltd. and representative of the Joseph Safra Brazil Group
at Cellcom.

03 Lecturing Anti-trust Laws, Faculty of Law, Tel Aviv University.

02-03 External Director at Hadar Insurance Company Ltd. – Member of the

Phoenix Insurance Group Israel.

01-02 Director, Migdal Insurance Company Ltd.

98-01 CEO, Discount Investments Company Ltd; Previously, Deputy CEO of

Discount Investments Company Ltd, also Chairman of the Board of
Directors of Tambour Ltd, producing paints and finishing materials for
construction; Chairman of the Board of Directors of Klil Industries Ltd,
Chairman of the Board of Directors of Caniel Packaging Industries Ltd,
Director at Shufersal Ltd, Director at Elron Ltd, Director at Elbit Systems
Ltd., Director at Elbit Imaging Ltd.

91-98 Senior Lecturer on Contracts Laws, at the Law School of the

Interdisciplinary Center Herzlia, and previously at Ramot (by the Tel Aviv
University).

92-97 In Charge of Antitrust and Director-General of the Antitrust Authority

90-92 Legal Advisor to the Ministry of Industry and Commerce

Summer-89 Lawyer: Sullivan and Cromwell, New York, NY.

Summer-87 Lawyer: Winthrop, Stimson, Putnum & Roberts, New York, NY.

86/7 Intern: Dr. Amnon Goldberg, Adv. S. Horowitz and Co. firm.

Teaching Assistant: Contracts Laws, Faculty of Law, Tel Aviv University

85/6 Intern: The Hon. Judge Miriam Ben-Porath, Deputy to the Supreme Court
President, the Supreme Court.

83-85 Assistant to the Minister of Police, Chaim Bar-Lev.

Dr. Yoram Turbovitz
Education
88-90 Harvard Law School, Doctor of Judicial Sciences (S.J.D), Israel's Trade
Agreements with the European Community and with the United States from
the Point of View of the International Trade Laws.

87-88 Harvard Law School, Master of Judicial Sciences (LL.M), Contracts Laws,
International Arbitration, Companies Laws, Constitutional laws and Antitrust,
Thesis on contracts' interpretation.

82-86 Hebrew University Jerusalem, Faculty of Law, Bachelor of Judicial

Sciences (LL.B).

Excellence, ranked 1/120

Academic Achievements
89-90 Harvard MacArthur Scholar, The Center for International Affairs.

87/8 ITT International Scholarship.

The Rothchild Fellowship for Graduate Studies

86/8 An award in the name of Aba Ben Efraim for Academic Achievements,
The Faculty of Law, The Hebrew University

86/7 An award in the name of Lord Lionel Cohen for the best graduate
student of the year, The Faculty of Law, The Hebrew University

85/6 An award in the name of Arieh (Pepe) Feldman for excellency in Law
Studies, The Faculty of Law, The Hebrew University.

Editor in Chief, "Mishpatim" – the magazine of the faculty of law, The

Faculty of Law, The Hebrew University in Jerusalem.

82-85 Dean's List for Academic Excellence, The Faculty of Law, The Hebrew
University

Military Service
77-82 Intelligence Corps, unit 8200, First Lieutenant, Commander of an
Intelligence Base

IDF Spokesman Unit, Reserves Service, Captain, member of a think team

headed by the IDF spokesman.

Personal
Born in 1958 in Tel Aviv, Married with 4 daughters.
Declaration to serve as an External Director or ED
of Bank Leumi Le-Israel B.M.

I, the undersigned Ohad Marani, ID Number 053492971, from 12 Tzur, Ramat Ef'al,

make this declaration as a candidate for election to serve as an External Director as

1. Personal Details

Name: Ohad Marani

ID: 053492971

Date of Birth: March 20, 1955

Address for service of legal documents: 12 Tzur, Ramat Ef'al

Citizenship: Israeli

Residency: Israel

Are you a relative of another stakeholder1 in the Bank (If so – please indicate
details): No

2. I am not an employee of the Bank, a subsidiary of the Bank, an affiliate

company, or of a stakeholder in the Bank(and if yes – the role or roles he serves as
stated):

3. Qualifications

I have the qualifications that are required for service as a Director of the Bank and
in particular, I have education, knowledge, experience or expertise in one or more
of the following fields: banking, finance, economic or business activity, law,
financing, accounting, risk management, regulatory compliance, information
technology information security (including cyber)or any other field approved by the
Supervisor of Banks , and I am able to dedicate the appropriate time to fulfill the
1
Stakeholder – A person holding 5% or more of the issued share capital of the corporation or of the voting power in it, a person
authorized to appoint one or more of the directors in the corporation, or its General Manager, a person serving as a director in
the corporation or as its General Manager, or a corporation that such a person holds 25% or more of its issued capital or its
voting power, or is authorized to appoint 25% or more of its directors, for the purpose of this paragraph, will be seen manager
of common investments fund in trust, as a holder of securities included in the fund's assets. If the securities are held via a
trustee, then the trustee too will be seen as holder of the said securities. For this purpose: "Trustee" – except for a registration
company and except for those who held the securities only as part of their role as a trustee in a settlement as defined in section
46(a)(2)(h) of the Securities Law 5728-1968, or as a trustee for the allocation of shares to employees as defined in section 102
of the Income Tax Ordinance. Also, a subsidiary of a corporation, except for a Registration Company.
position of a Director of the Bank, taking note of, inter alia, the scope of the Bank’s
activity and of its size.

My said qualifications are as following2: (education, qualification, experience):

Education:

Degree / Academic Profession / Major Academic

Diploma Institution
MBA- Master in Business The Hebrew
Business Administration University
Administration specializing in Jerusalem
Financing
BA Economics, The Hebrew
including clusters in University
Accounting and Jerusalem
Statistics
MPA – A Master Public Harvard University,
Degree in Public Administration Boston, USA
Administration (specializing in
economics,
Financing and
Public
Administration

Professional Certificates:

3.1 Main occupations in the last five years, with details on corporations
where serving as director (please specify the number of years in each
position)3:
A. Director, Bank Leumi Le-Israel B.M., October 2015-
Member of the Board of Directors of Bank Leumi Le-Israel B.M.,
member of the Board committees, including the Credit Committee and
Audit Committee.

B. Director, Enegean Oil & Gas Plc, July 2017 -

A Director at Enegean Oil & Gas Plc, a British energy company
dealing with production and searching oil and gas. The company has
oil and gas assets in Europe and in the Middle East. The company was

2
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required

3
The candidate must attach to this annex his CV including at least details of his education and occupation in the last 5 years as
required
listed for trade in March 2018 and is traded in the London Stock
Exchange.
Member at the Board of Directors committees – The Financial
Statements Committee and the Audit and Remuneration Committee.

C. Director, Tadbik Ltd May 2017 -

A Director at the Tadbik company, a leading industrial company
dealing with the production and marketing of flexible packaging
materials and packaging ornaments, label machines and packages
marking.
Member of the Balance Sheet Committee and the Audit Committee.

D. Member of the Investments Committee - Israel Infrastructure

Fund 2007 -
Member of the Investments Committee of the Israel Infrastructure
Fund, a private investments fund, investing in energy, desalination,
transportation and power infrastructures and is one of the leading
companies in this sector in Israel.

E. General Manager of the Israel Land Development Company –

Energy Ltd. April 2010-Sept 2015
I managed the Energy Development company and its subsidiaries /
partner companies. The Energy Company specialized in searching gas
and oil and was traded at the Tel Aviv Stock Exchange.

F. Director and member of the Audit and Balance Sheet

Committee – Nisko Electricity and Electronics Ltd
Aug 2007-Aug 2016
A public company dealing with wholesale trade and in production and
importing of electric products, and is one of the leading in its sector in
Israel.

3.2 Considering my education, experience, past and current employment,

I have knowledge and experience in economic and business activities,

in financing, accounting, risk management and in regulatory
compliance. My knowledge and experience are a result of both my
academic education in the relevant areas (Bachelor + Accounting, an
MBA, specializing in Financing from the Hebrew University in
Jerusalem, and a degree in Public Administration from the Harvard
University specializing in economics and finance) and also vast multi-
year practical experience in my many roles at the Ministry of Finance
(the most senior of which are General Manager of the Ministry of
Finance and Head of the Budgets Division) and also many roles in
business companies both as an executive manager and as a director and
as a chairman in boards of directors as detailed in this form and in my
attached CV (of which the main roles are: Chairman of the Board of
Directors of the Oil Refineries Ltd., Chairman of the Board of Directors
of the Israel Natural Gas Lines, Chairman of the Board of Directors of
the Alumot Investments House, General Manager of the Israel Land
Development Company – Energy Ltd and more).

My years in senior positions in the public and business sectors total

much more than the five years required for the professional
qualification.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

3.3 Considering my education, experience, past and current employment,

I have knowledge and experience in economic and business activities,

in financing, accounting, in risk management and in regulatory
compliance. My knowledge and experience are a result of both my
academic education in the relevant areas (Bachelor + Accounting, an
MBA, specializing in Financing from the Hebrew University in
Jerusalem, and a degree in Public Administration from the Harvard
University specializing in economics and finance) and also vast multi-
year practical experience in my many roles at the Ministry of Finance
(the most senior of which are General Manager of the Ministry of
Finance and Head of the Budgets Division) and also many roles in
business companies both as an executive manager and as a director and
as a chairman in boards of directors as detailed in this form and in my
attached CV (of which the main roles are: Chairman of the Board of
Directors of the Oil Refineries Ltd., Chairman of the Board of Directors
of the Israel Natural Gas Lines, Chairman of the Board of Directors of
the Alumot Investments House, General Manager of the Israel Land
Development Company – Energy Ltd and more).
In addition, I have accumulated vast experience in analysis and
understanding financial statements when I served as a chairman of the
board of directors in several companies, as a Chairman of the Financial
and Balance Sheet Committee and as a member in committees dealing
with the analysis of business results and financial statements.
In addition, I serve now as a Director and as a member of the Audit
Committee of Bank Leumi and as such, I have accumulated addition
experience in understanding and analyzing financial statements of
banking institutions in general and of Bank Leumi in particular.

Documents and certificates supporting this declaration, as stated in this

section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as

required in accordance with one of the stipulations described in
paragraphs (1) or (2) below, or experience as required in paragraph (3)
below:

(1) An academic degree in one of the following subjects: economics,

business administration, accounting, law and/or public administration;
(2) Another academic degree, or the completion of another form of
higher education studies, all within the field of the Bank’s business or in
an area which is relevant to the position;
(3) At least five years of experience in one of the following, or
cumulative experience of five years in at least two or more of the
following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior
public service position or in a senior position in the civil service; or (c)
in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person

who, in the view of the Board of Directors meets the following conditions:
a director who due to his education, experience and skills, possesses a
high level of expertise and understanding in the business-accounting
matters and financial statements, in a manner that allows him to
understand in detail the Bank's financial statements and to raise a
discussion with respect to the manner in which the financial data is
presented. In assessing the accounting and financial expertise, the Board
of Directors will take the following considerations into account, inter alia:
the director’s education, experience, and knowledge of the following
subjects:
(1) Accounting and audit issues typical to the banking sector and to
companies of the size and complexity of the Bank;
(2) The tasks of the external auditor, and the duties imposed on him;
(3) The procedures for preparing financial statements and their approval
according to the Securities Law, 5728-1968 and the Companies Law.
3.4 A director that believes he does not possess an accounting and financial
expertise, is required to state whether he has the capability to read and
understand financial reports – yes/ No [delete the unwanted].

3.5 Considering my education, experience, past and current employment, and

my skills, I have, to the best of my understanding, "banking experience4"
Yes/ No [delete the unwanted]

4. During the past five years, I have not been convicted in any Peremptory ruling
of any of the offences described below, as determined in section 226 of the
Companies Law:

4.1 Offences under sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Code, 5737-1977, and under sections 52C, 52D, 53(a) and
54 of the Securities Law.

4.2 A conviction by a court outside of Israel of the offences of bribery,

deceit, offences by manager of a corporation or offences involving
misuse of inside information.

4.3 A conviction by a court regarding any other offence, in relation to which

5. No enforcement measures have been imposed upon me, by an administrative

enforcement committee5 which prohibit me from serving as a director of a
public company.

6. I am not a minor, nor am I legally incompetent, nor have I been declared

bankrupt6

7. My roles or other occupations do not create or may create a conflict of interests

with my service as a director in the Bank and they will not impair my ability to
serve as a director in the Bank.

8.1 Neither I nor my relatives hold any sort of control in the Bank,
or in a corporation which is controlled by the Bank, or in a
“substantial holder”, except for holding tradable shares in a

4
As required by Proper Conduct of Banking Business directive 301.

5
A committee appointed pursuant to section 52FF(a) of the Securities Law, 5728-1968.
6
As long as I was not discharged
percentage not exceeding one fourth of a percent of the issued
and paid-up capital of any of them.
Yes/No [delete the unwanted]
Specify:

_______________________________________________________________

8.2

8.2.1 I, or parties who have a "close association" with me do

The Bank's Audit Committee has certified that the

circumstances which may form a concern to any
alleged connections of mine, do not form a connection
as defined in section 11e(b) of the Banking Ordnance
and subject to the position of the Banking Supervision
Department and section 240(b) of the Companies
Law, or alternately, that they form, at the most,
negligible connections according to the Banking
Ordnance and/or Negligible connection regulations.
The summary of the said Audit Committee decisions
is presented in the invitation to the General Meeting.

____________________________________________________________
8.3 I do not and neither does any party who has a “close association” with
me have a business or professional association with the Bank or with a
corporation controlled by the Bank or with an office holder of the Bank,
or with a “substantial holder” who nominated me as a candidate for
service as a director of the Bank, even if such association is not general,
and I haven't received a consideration and I do not receive consideration
in contrast to section 244 (b) of the Companies Law,and I did not and
do not get any remuneration which defied section 244(b) of the
Companies Law.
The Bank's Audit Committee has certified that the circumstances
which may form a concern to any alleged connections of mine, do
not form a connection as defined in section 11e(b) of the Banking
Ordnance and subject to the position of the Banking Supervision
Department and section 240(b) of the Companies Law, or
alternately, that they form, at the most, negligible connections
according to the Banking Ordnance and/or Negligible connection
regulations. The summary of the said Audit Committee decisions is
presented in the invitation to the General Meeting.

8.4.1 I do not have a connection to a member of the Committee at the

time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset,

nor do I have a personal, business or political connection to a
Minister, Deputy Minister, nor am I a public servant or an
employee of a legally established corporation;

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative,

partner, employer, or a relationship with a direct or indirect superior, or with
a corporation in which he is the controlling shareholder;

“Connection” – labor relationship, business or professional association

generally, other than negligible association, and service as an office holder,
although a retail business association between a corporation and a customer
will not be considered to be a connection;

“Office-Holder” – as defined in the Companies Law, and any other

employee directly subject to an office-holder.

9. I do not serve as a Director in another company ("The Second

Company") in which one of the Directors of the Bank serves as an
external Director as defined in the Companies' Law, 5759-1999 ("ED").

10. If during my service as an External Director in Bank, it turns out that I

am not allowed by law to serve as an Office Holder in the Second
Company, then I will resign from my office at the Second Company in
order to continue serving as an External Director in the Bank.

11. I am not an employee of the Israel Securities Authority or by the Stock

Exchange in Israel.

12. I hereby declare that there is nothing to prevent or limit my being

16. This is my name, this is my signature and the content of my above

declaration is the truth.

Date: August 13, 2018 Signature of Declarant: Ohad Marani

Confirmation
I, the undersigned, Adv. David Sackstein, hereby confirm that Ohad Marani, whom I
know personally/who identified himself/herself to me with his/her ID No. _, after I
cautioned him/her to declare the truth and that he/she would be subject to penalties laid
down by law if he/she does not do so, confirmed the accuracy of his/her above
declaration and signed it in my presence.

Date: August 13, 2018 Name and Signature of advocate: Adv. David Sackstein

Adv. David Sackstein, Reg. no. 29797 ID: 320611353

Conditions for Service as a Director in a Bank
Without a Controlling Core
Sections 11E (b) – (e) of the Banking Ordinance

(b) (1) No person regarding whom one of the following is true may be appointed or
serve as a director in a bank without a controlling core:

(a) They have a connection to a member of the Committee at the time of the
appointment;

(b) Any matter described in section 36B(b)(3) of the Banking Law (Licensing)
is true with regard to them;

(d) The provisions of this section will prevail over any contrary provision in the law.

(e) In this section –

“General Meeting” “Special meeting” and “Annual Meeting” – as defined in the

Companies Law;

“Close association” – as defined in section 36b(a) of the Banking Law

(Licensing);

“Connection” – The existence of an employment relationship, the existence of

Ohad Marani – Resume

Personal details

Year of birth: 1955

Marital status: Married + 3 children

Residence: Ramat Efal, Israel

Professional Experience

1. My Current Roles
 Director, Bank Leumi Le-Israel B.M., October 2015-

Member of the Board of Directors of Bank Leumi Le-Israel B.M., one of the two big

commercial banks in Israel. Member of the Board of Directors committees, including

the Credit Committee and Audit Committee

 Director, Enegean Oil & Gas Plc, July 2017 -

A Director at Enegean Oil & Gas Plc, a British energy company dealing with

production and searching oil and gas. The company has oil and gas assets in Europe
and in the Middle East. The company was listed for trade in March 2018 and is

traded in the London Stock Exchange.

Member at the Board of Directors' committees, including the Financial Statements

Committee and the Audit and Remuneration Committee.

 Director, Tadbik Ltd May 2017 -

A Director at the Tadbik company, a leading industrial company dealing with the

production and marketing of flexible packaging materials and packaging ornaments,

label machines and packages marking.

Member of the Budget Committee and the Audit Committee.

 Member of the Investments Committee –

Israel Infrastructure Fund 2007 -

Member of the Investments Committee of the Israel Infrastructure Fund, a private

investments fund, investing in energy, desalination, transportation and power

infrastructures and is one of leading companies in this sector in Israel.

2. My (Main) Past Roles

A. In the Israeli Government

 General Manager of the Ministry of Finance

August 2001 – November 2003
I served as Head of the Ministry which is in charge of the formulation and
implementation of the economic policy in Israel.
In my job I led, together with the divisions of the ministry, under the leadership of
the Minister of Finance and the government, many economic moves including the
economic plan of the year 2003 and a series of reforms like privatization of the
banks without a controlling core, opening the Israel electric market to competition,
and more.

 Budget Director, Ministry of Finance

2000 – 2001
I served as Head of the Budget Division; the division is in charge of preparing the
budget and its allocation to the government ministries, and outlining the structural
changes in the different government offices and in the sectors of the economy.

 Economic Attaché – The Israel Embassy, Washington

1995-2000
I served as Head of the Economic Legation of the State of Israel in the USA. I was
in charge of dealing with military and civilian foreign aid, of relations with
international financial institutions, the World Bank and the International Monetary
Fund (IMF).
I led negotiations and promoted collaboration in regard to foreign aid, economic
relations, foreign trade and trade agreements with the American government, the
congress and other entities.
As Israel’s representative in Washington I led the negotiations on the reform in
American foreign aid to Israel which resulted in a new, agreed ten years aid
program of USD 24 million.

 Ministry of Finance
1982 – 1994
Execution of a variety of duties at the Budgets Division, starting as a junior
economist referent and ending up as Deputy Director of the Division. In my
various roles in the Division I dealt with managing the government's budgets and
formulating policies and reforms in various areas.
In addition, I served two years as the Economic Consultant of the Minister of
Finance.

B. In the Business Sector

 Chairman of the Board - Oil Refineries Ltd – (ORL)

March 2004 – July 2007
I served as the head of a company which was among the largest industrial
conglomerates in Israel running an oil refinery and petrochemical industries with
annual sales of around USD 4 billion.
During my term the company moved to a profit of NIS1.5 billion in 2005 and to a
profit of NIS 2 billion in 2006. In addition, I led the sale of the Ashdod Refinery,
and subsequently the privatization and issuance of the entire company
thereafter.

 General Manager, Israel Land Development Company - Energy Ltd.

April 2010 – Sept 2015
I managed the Energy Development company and its subsidiaries / partner

companies. The Energy Company specialized in searching gas and oil and was
traded at the Tel Aviv Stock Exchange.

 Chairman of the Board of Directors, Israel Natural Gas Lines Ltd

January 2008 – July 2010.
I served as head of a company which is constructing and operating the natural
gas pipeline infrastructure throughout Israel, supplying gas mainly to power
plants, industrial plants, oil refineries and other natural gas consumers.

 Director and Member of the Audit and Balance Sheet Committee, Nisko
Electricity and Electronics Ltd
August 2007 – August 2016
A public company dealing with wholesale trade and with production and
importing electric appliances, and is one of the leading companies in its
sector in Israel.

 Chairman of the Board of Directors - Alumot-Sprint Investment House

November 2007 – December 2009
I served as head of a growing investment house that manages provident
funds, mutual funds and private investments.

Academic Education

 Harvard University, Boston USA 1991 -1992

Master’s degree in Public Management (specializing in economics, Financing
and Public Administration)
 The Hebrew University of Jerusalem 1982 – 1983
Master’s degree in Business Administration (specializing in Financing)
 The Hebrew University in Jerusalem 1978 -1981
Bachelor’s degree in Economics (+ units in Accounting and Statistics)

Languages

 Hebrew: Mother tongue

 English: Very High proficiency (Spoken, reading and writing)

Public and Voluntary Activity

 Manufacturers Association of Israel 2004-2008
Member of the MAI Presidium
Chairman of the Economic Committee of the MAI
 Bat Sheva Dance Company 2005 – 2013
Member of the Management Committee 2005 -2013
Chairman of the Management Committee 2010 - 2012

Awards and Scholarships

 Wexner Foundation Scholarship – A scholarship funding master’s degree
studies in Public Administration at Harvard University.
 Eisenhower Fellowships – A two month professional education program in the
USA funded and organized by the American Eisenhower Fellowship.

Military Service
 Combat Service in Golani
1973 – 1978
Combat service in a number of positions. Last position on compulsory service:
Company Commander. Rank in reserves – Major.
 Graduate of command courses including infantry officer’s course,
Company Commanders course and Battalion Commanders course in
reserves.
1

Bank Leumi of Israel Ltd.

Proxy Statement pursuant to the Companies (Voting by Ballot and Position Statements)
Regulations, 5766-2005 ("the Regulations”), for an annual meeting to be convened on
Thursday, October 4, 2018

Part One

1. Company: Bank Leumi of Israel Ltd. (hereinafter: “the Bank”).

2. Type, date and location of general meeting: The Bank’s annual general meeting. The general
meeting will convene on Thursday, October 4, 2018, at 14:30 at the Bank’s offices at Beit Lin, 35
Yehuda Halevy Street, Tel Aviv. If the meeting is postponed, it will be held on Thursday, October
11, 2018, at the same location and same time.

3. List of items on the agenda of the general meeting which may be voted on by means of a proxy
statement:

3.1. Item no. 2 on the agenda - The re-appointment of the auditing firms Somekh Chaikin
(KPMG) and Kost Forer Gabbay & Kasierer (EY) as joint independent auditors of the Bank
and the authorization of the Bank's Board of Directors to set the fees paid thereto and
report those fees.

For more information regarding the reappointment of the Bank’s joint independent
auditors, please see Section 1.2 to the Immediate Report on the Convening of an Annual
General Meeting, attached to this Proxy Statement (hereinafter: “the Immediate
Report”).
The proposed resolution:
To reappoint the auditing firms Somekh Chaikin (KPMG) and Kost Forrer Gabbay &
Kasierer (EY) as joint external auditors of the Bank for a period that will commence on the
date of approval of the current Annual General Meeting through the end of the next
Annual General Meeting of the Bank and to authorize the Bank’s Board of Directors to set
the fees paid thereto.

3.2. Items 3 to 5 on the agenda – the appointment of two (2) external directors to the Bank’s
Board of Directors (pursuant to the provisions of the Companies Law)

Two (2) external directors to the Bank’s Board of Directors shall be appointed in this
General Meeting, pursuant to the provisions of the Companies Law (hereinafter – “EM”)
for a period of three years, out of the candidates that were proposed by the Committee
for the Appointment of Directors in Banking Corporations, which was appointed pursuant
to section 36A of the Banking Law (Licensing), 5741-1981 (hereinafter – “the Banking
Law”) and pursuant to Sections 11D(a)(1) and (2) to the Banking Ordinance, 1941
2

(hereinafter – “the Banking Ordinance”, “the Committee for the Appointment of

Directors”).
The candidates who were proposed by the Committee for the Appointment of Directors
are as follows:

3.2.1. Mr. Yoram Gabbay;

3.2.2. Ms. Tamar Gottlieb (EM whose first tenure in office will end on August 25 2018
and is a candidate for reappointment);
3.2.3. Mr. Refael Danieli.
For more information regarding the appointment of the directors to the Bank’s Board of
Directors, on Topics 3 to 5 on the meeting’s agenda, please see Sections 1.3 and 2.1 of the
Immediate Report.
The vote shall cast separately for each of the candidates. Voters may vote for any of the
candidates to serve as director.
3.3. Items 6 to 8 on the agenda – appointment of two (2) external directors to the Bank’s
Board of Directors (pursuant to directive 301)

Two (2) external directors to the Bank’s Board of Directors shall be appointed in this
General Meeting, pursuant to the provisions of the Proper Conduct of Banking Business
Directive No. 301 (hereinafter – “Directive 301”, “External Director”) for a period of three
years, out of the candidates who were proposed by the Committee for the Appointment
of Directors in Banking Corporations. The candidates who were proposed by the
Committee for the Appointment of Directors are as follows:

3.3.1. Dr. Shmuel Ben Zvi – serving External Director and candidate for
reappointment. For details regarding the date on which Dr. Ben Zvi’s tenure in
office will end, see Section 2.1 to the Immediate Report.
3.3.2. Mr. Yoram Turbowicz, PhD.
3.3.3. Mr. Ohad Marani - serving External Director whose first tenure in office will end
on October 31, 2018 and candidate for reappointment.
For more information regarding the appointment of the directors to the Bank’s Board of
Directors, on Topics 6 to 8 on the meeting’s agenda, please see Sections 1.4 and 2.1 of the
Immediate Report.
The vote shall cast separately for each of the candidates. Voters may vote for any of the
candidates to serve as director.
3

Set forth below are details regarding candidates for service as directors in the Bank’s Board of
Directors pursuant to Regulations 26 and 36B(a)(10) to the Reports Regulations:
Regarding item no. 3 on the agenda – appointment of Mr. Yoram Gabbay as ED
4

Candidate Yoram Gabbay

ID number 000207530

Date of birth August 7, 1947

Address for serving court documents 258 Ben Gurion St. Givatayim

Citizenship Israeli

Membership in Board of Directors TBD. He shall serve (at the very least) as member
Committees of the Audit Committee in his capacity as ED
pursuant to the Companies Law.

ED as defined in the Companies Law Yes, according to the classification of the

Committee for the Appointment of Directors and
the declaration of the candidate, which is
attached to this Immediate Report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.

Independent Director as defined in the Yes, according to the declaration of the

Companies Law candidate, which is attached to this Immediate
Report and subject to appointment by the
General Meeting and to receipt of the approval
or notice of non-objection of the Supervisor of
Banks.

Employee of the Bank, a subsidiary, No

related company or an interested party of
the bank

Date on which tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.

Education/professional qualifications Please see the curriculum vitae attached to this

report

Employment during the last five years Please see the curriculum vitae attached to this
and list of corporations in which he report
served as director
5

A relative of another interested party in No

the corporation

Possesses accounting and financial Please see the candidate’s declaration and
expertise pursuant to section 92(a)(12) to subject to the approval of the Bank’s Board of
the Companies Law Directors.

Audit Committee’s Resolutions

On June 22, 2018, the Audit Committee approved, based on the facts it was presented with and
the candidate’s declarations, that the circumstances described below in connection with the
candidate and/or anyone closely associated with him do not constitute an interest in accordance
with the Banking Ordinance and in accordance with the position of the Supervision of Banks
Department, or alternatively that those circumstances constitute, at most, negligible
relationships and therefore do not constitute an interest. Furthermore, and after discussing the
matter, the Audit Committee decided that neither do the circumstances described below
constitute an interest pursuant to Section 240(b) to the Companies Law, or alternatively that
those circumstances constitute, at most, negligible relationships and therefore do not constitute
an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):

1
But does not serve as a director.
6

The approvals are subject to Mr. Gabbay’s terminating his tenure in the following positions, if he
is appointed as ED in the Bank: 1) his tenure as the Chairman of the Investment Committee of
Culture & Economic Projects for State's Workers Ltd. due to concerns regarding a conflict of
interest pursuant to Directive 301 of the Supervision of Banks Department, since the Company
controls Bank Yahav For Government Employees Ltd.; and (2) his tenure as the Chairman of the
Investments Committee and an ED in Hachshara Insurance Company (hereinafter – “Hachshara”),
in view of the fact that Directive 301 of the Supervision of Banks Department prohibits those who
serve as directors, members of an investment committee, members of a credit committee or
employees of a financial entity which is not a small financial entity as this term is defined in
Directive 301, from serving as directors in a “large banking corporation”. The Bank is a “large
financial corporation” and as per the Bank of Israel’s letter of March 25, 2018, Hachshara is not a
“small financial entity”.

It should be noted that Mr. Gabbay has undertaken to terminate his service in the above-
mentioned positions if he is appointed as ED in the Bank.

The Proposed Resolution:

To appoint Mr. Yoram Gabbay as an ED pursuant to the provisions of the Companies Law, 5759-
1999, for a period of 3 years.

Mr. Gabbay’s tenure in office shall commence after receipt of approval or notice of non-objection
of the Supervisor of Banks.
7

Regarding item no. 4 on the agenda – appointment of Ms. Tamar Gottlieb as ED

Candidate Tamar Gottlieb

ID number 054584198

Date of birth January 27, 1957

Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv, 6513616

Citizenship Israeli

Membership in Board of Directors As of the date of publication of this immediate

Committees report, Ms. Gottlieb is a member of the Credit,
Audit and Technology Committees.
If she is appointed by the General Meeting and the
Supervisor of Banks approves her appointment or
issues a notice of non-objection thereto, she will
be appointed, pursuant to the resolution of the
Board of Directors as a member in Board of
Directors committees, and at the very least as a
member of the Audit Committee in her capacity as
ED pursuant to the Companies Law.

ED as defined in the Companies Law/ External Director as defined in the Companies Law,
External Director pursuant to Directive who also meet the eligibility conditions of External
301 of the Proper Conduct of Banking Director pursuant to Directive 301 of the Proper
Business Directives Conduct of Banking Business Directives, subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.

Independent Director as defined in the Subject to appointment by the General Meeting

Companies Law and receipt of the approval or notice of non-
objection of the Supervisor of Banks.

Employee of the Bank, a subsidiary, No

related company or an interested party
of the bank

Date on which tenure in office as August 28, 2015 (first tenure in office will end on
director commenced August 25, 2018)

Date on which second tenure in office as Subject to appointment by the General Meeting
8

director commenced and receipt of the approval or notice of non-

objection of the Supervisor of Banks.

Education/professional qualifications Please see the curriculum vitae attached to this

report

Employment during the last five years Please see the curriculum vitae attached to this
and list of corporations in which she report
served as director

A relative of another interested party in No

the corporation

Possesses accounting and financial Yes

expertise pursuant to Section 92(a)(12)
to the Companies Law

Audit Committee’s Resolutions

On June 22, 2018, the Audit Committee approved, based on the facts it was presented with and
the candidate’s declarations, that the circumstances described below in connection with the
candidate and/or anyone closely associated with her do not constitute an interest in accordance
with the Banking Ordinance and in accordance with the position of the Supervision of Banks
Department, or alternatively that those circumstances constitute, at most, negligible
relationships and therefore do not constitute an interest. Furthermore, and after discussing the
matter, the Audit Committee decided that neither do the circumstances described below
constitute an interest pursuant to Section 240(b) to the Companies Law, or alternatively that
those circumstances constitute, at most, negligible relationships and therefore do not constitute
an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):

3. Professional relationship (employer-employee relationship) between a relative of Ms.

Gottlieb and the State of Israel, a material shareholder of the Bank – the brother in
law of Ms. Gottlieb’s partner serves as an ambassador to the Vatican on behalf of the
Ministry of Foreign Affairs of the State of Israel.
4. Business relationships with the Bank – Ms. Gottlieb serves as the Chairperson of the
executive committee of Agricultural Business and Management Holdings Shefayim -
Agricultural Cooperative Society Ltd. (hereinafter – “the Agricultural Cooperative
Society”) and also serves as a director in Hutzot Shefayim Agricultural Cooperative
Society Ltd. (a subsidiary of the Agricultural Cooperative Society); the Agricultural
Cooperative Society group is a customer of the Bank.
The Proposed Resolution:

To appoint Ms. Tamar Gottlieb as an ED pursuant to the provisions of the Companies Law, 5759-
1999, for an additional 3-year period.

Ms. Gottlieb’s second tenure in office shall commence after receipt of approval or notice of non-
objection of the Supervisor of Banks.
10

Regarding item no. 5 on the agenda – appointment of Mr. Refael Danieli as ED

Candidate Refael Danieli

ID number 50901131

Date of birth November 17 1951

Address for serving court documents 12 Leah St., Haifa

Citizenship Israeli

Membership in Board of Directors TBD. He shall serve (at the very least) as member
Committees of the Audit Committee in his capacity as ED
pursuant to the Companies Law.

EM as defined in the Companies Law/ Yes, according to the classification of the

External Director pursuant to Directive Committee for the Appointment of Directors and
301 of the Proper Conduct of Banking the declaration of the candidate, which is attached
Business Directives to this Immediate Report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.

Independent Director as defined in the Yes, according to the declaration of the candidate,
Companies Law which is attached to this immediate report and
subject to appointment by the General Meeting
and to receipt of the approval or notice of non-
objection of the Supervisor of Banks.

Employee of the Bank, a subsidiary, No

related company or an interested party
of the bank

Date on which tenure in office as Subject to appointment by the General Meeting

director commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.

Education/professional qualifications Please see the curriculum vitae attached to this

report

Employment during the last five years Please see the curriculum vitae attached to this
and list of corporations in which he report
served as director
11

A relative of another interested party in No

the corporation

Possesses accounting and financial Please see the candidate’s declaration and subject
expertise pursuant to section 92(a)(12) to the approval of the Bank’s Board of Directors.
to the Companies Law
12

Audit Committee’s Resolutions

On August 5, 2018, the Audit Committee approved, based on the facts it was presented with
and the candidate’s declarations and considering the opinion it was presented with, that the
relationships described below between the candidate or anyone closely associated with him
and the Bank or a material shareholder thereof, do not constitute an interest in accordance
with the Banking Ordinance and in accordance with the position of the Supervision of Banks
Department. Furthermore, and after discussing the matter, the Audit Committee decided that
the relationships described below also do not constitute an interest pursuant to Section 240(b)
to the Companies Law, or alternatively that those relationships constitute negligible
relationships and therefore do not constitute an interest, in accordance with the Companies
Regulations (Matters that Do Not Constitute an Interest), 5767-2006:

1. Retail relationship between a service provider and a client in the ordinary course of
business, that may include management of a current account and securities, credit
facility and/or credit, management of investment portfolios, investment in provident
funds and/or other financial products, in Bank Leumi, in a company controlled by Bank
Leumi or in a material shareholder of Bank Leumi.
2. Negligible business relationships (bank accounts) between Zim Integrated Shipping
Services Ltd. (hereinafter – “Zim”) in which the candidate served as Chief Executive
Officer. As of the date of approval of the appointment, more than 18 months have
passed since the candidate ended his tenure in office as Chief Executive Officer.
3. Relationships between various institutional entities, which constitute a “material
shareholder” of the bank, and Zim, in which the candidate previously served as Chief
Executive Officer; (the nature of the relationships is small holdings of each of the
institutional entities in Zim’s share capital, as well as the institutional entities’ being
creditors of Zim). After considering the circumstances, the Audit Committee reached
the conclusion that the relationships between the said institutional entities and Zim
constitute negligible relationships from the candidate’s perspective, and also from the
Bank’s perspective, due to, among other things, the nature of the relationships with
Zim and the fact that the candidate no longer serves as the Chief Executive Officer of
Zim. In view of the above, there are no concerns that the said entities might influence
the independence of the discretion exercised by the candidate. For this reason, the
said relationships do not constitute an interest.
4. Business and professional relationships between Zim, in which the candidate
previously served as Chief Executive Officer, and a material shareholder and an
interested party of the Bank (the State of Israel) and the State of Israel’s “Golden
Share” in Zim.
5. The business and/or professional relationships between a private company which is
jointly owned by Mr. Danieli and Israel Aerospace Industries (50:50) do not give rise
to an “interest” relationship between Mr. Danieli and the State of Israel, which is a
material shareholder and an interested party of the Bank. This approval is subject to
Mr. Danieli’s obligation whereby if he is appointed as a director in the Bank then he
will report to the Audit Committee if the project advances towards a binding
13

agreement with the Israel Aerospace Industries or any entity acting on its behalf, and
the Audit Committee will then discuss the matter again.
The Proposed Resolution:

To appoint Mr. Refael Danieli as an ED pursuant to the provisions of the Companies Law, 5759-
1999, for a period of 3 years.

Mr. Gabbay’s tenure in office shall commence after receipt of approval or notice of non-
objection of the Supervisor of Banks.
14

Regarding item no. 6 on the agenda – appointment of Dr. Shmuel Ben Zvi as an External
Director (301)

Candidate Shmuel Ben Zvi

ID number 056231475

Date of birth April 6, 1960

Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv,
6513616

Citizenship Israeli

Membership in Board of Directors Committees As of the date of publication of this immediate

report, Dr. Ben Zvi is a member in the Strategy,
Risk Management, Audit and Technology
committees.

External Director pursuant to Directive 301 of the External Director pursuant to Directive 301 of
Proper Conduct of Banking Business Directives the Proper Conduct of Banking Business
Directives, subject to appointment by the
General Meeting and to receipt of the approval
or notice of non-objection of the Supervisor of
Banks.

Independent Director as defined in the Companies Classified as an independent director in his

Law current tenure in office.

Employee of the Bank, a subsidiary, related No

company or an interested party of the bank

Date on which tenure in office as director July 29, 2015 (for further details regarding the
commenced Supervisor of Bank’s approval of the extension
of his current (and first) tenure in office, see
Section 2.1.4 above)

Date on which second tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks, his second
tenure in office shall commence on the date on
which his first tenure in office ends, i.e., July 29,
2018 (for details see section 2.1.4 above).
15

Education/professional qualifications Please see the curriculum vitae attached to this

report

Employment during the last five years and list of Please see the curriculum vitae attached to this
corporations in which he served as director report

A relative of another interested party in the No

corporation

Possesses accounting and financial expertise Yes

pursuant to section 92(a)(12) to the Companies Law

Audit Committee’s Resolutions

On June 7, 2018, the Audit Committee approved, based on the facts it was presented with and
the candidate’s declarations, that the circumstances described below in connection with the
candidate and/or anyone closely associated with him do not constitute an interest in accordance
with the Banking Ordinance and in accordance with the position of the Supervision of Banks
Department, or alternatively that those circumstances constitute, at most, negligible
relationships and therefore do not constitute an interest. Furthermore, and after discussing the
matter, the Audit Committee decided that neither do the circumstances described below
constitute an interest pursuant to Section 240(b) to the Companies Law, or alternatively that
those circumstances constitute, at most, negligible relationships and therefore do not constitute
an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):

Retail relationship between a service provider and a customer in the ordinary course of business,
that may include management of a current account and securities, credit facility and/or credit,
management of investment portfolios, investment in provident funds and/or other financial
products, in Bank Leumi, in a company controlled by Bank Leumi or in a material shareholder of
Bank Leumi.

The Proposed Resolution:

To appoint Dr. Ben Zvi as an External Director pursuant to Directive 301 of the Proper Conduct of
Banking Business Directives, for an additional 3-year period.

Dr. Ben Zvi’s second tenure in office shall commence after receipt of approval or notice of non-
objection of the Supervisor of Banks and it will apply retroactively as from July 29, 2018 (the date
on which his first tenure in office has ended).
16

Regarding item no. 7 on the agenda – appointment of Dr. Yoram Turbowicz as an External
Director (301)

Candidate Dr. Yoram Turbowicz

ID number 055585426

Date of birth November 1, 1958

Address for serving court documents 31 Shlomtzion Hamalka St. Tel Aviv, 6226700

Citizenship Israeli

Membership in Board of Directors TBD

Committees

External Director pursuant to Directive Yes, according to the classification of the

301 of the Proper Conduct of Banking Committee for the Appointment of Directors and
Business Directives the declaration of the candidate, which is
attached to this Immediate Report and subject to
appointment by the General Meeting and to
receipt of the approval or notice of non-objection
of the Supervisor of Banks.

Independent Director as defined in the Classification as an independent director has not

Companies Law yet been decided on.

Employee of the Bank, a subsidiary, No

related company or an interested party of
the bank

Date on which tenure in office as director Subject to appointment by the General Meeting
commenced and receipt of the approval or notice of non-
objection of the Supervisor of Banks.

Education/professional qualifications Please see the curriculum vitae attached to this

report

Employment during the last five years Please see the curriculum vitae attached to this
and list of corporations in which he report
served as director

A relative of another interested party in No

the corporation
17

Possesses accounting and financial Please see the candidate’s declaration and
expertise pursuant to Section 92(a)(12) to subject to the approval of the Bank’s Board of
the Companies Law Directors.
18

Audit Committee’s Resolutions

On August 19, 2018, the Audit Committee approved, based on the facts it was presented with
and the candidate’s declarations and considering the opinion it was presented with, that the
relationships described below between the candidate or anyone closely associated with him and
the Bank or a material shareholder thereof, do not constitute an interest in accordance with the
Banking Ordinance and in accordance with the position of the Supervision of Banks Department.
The Candidate is a limited partner in a partnership controlled by the Allied Group (hereinafter –
“the Allied Partnership”) whose sole activity is the holding of a passive asset (gas royalties) with
an undertaking to distribute all the profits it receives.

1. Retail relationship between a service provider and a customer in the ordinary course of
business, that may include management of a current account and securities, credit facility
and/or credit, management of investment portfolios, investment in provident funds
and/or other financial products, in Bank Leumi, in a company controlled by Bank Leumi
or in a material shareholder of Bank Leumi.
2. Business relationship between the Bank and the Allied Group, a private group of
companies with which the Candidate has the following relationships: a. The Candidate
serves as a director in three companies in the Allied Group; however, as part of his role
as a director in Allied, the Candidate has no interface with the Bank. This role as director
in those companies is not his main occupation; the income from this role constitutes a
negligible portion of the Candidate’s wealth. b. The Candidate is a limited partner in a
partnership controlled by the Allied Group (hereinafter – “the Allied Partnership”) whose
sole activity is the holding of a passive asset (gas royalties) with an undertaking to
distribute all the profits it receives. After considering all the circumstances, the Audit
Committee reached the conclusion that although the relationships between the Allied
Group and the Bank are not negligible from the Bank’s perspective (in the relationship
between the Bank and Allied), bearing in mind the nature of the limited partnership, the
partnership agreement and the negligibility of the Candidate’s income from his role as
director as aforementioned, then the said relationships do not give rise to concerns that
the independence of the discretion exercised by the Candidate will be impaired. For this
reason, the relationships between Allied to the Bank are negligible from the perspective
of the Candidate and from the perspective of the Bank and therefore do not constitute
an interest.
3. The Candidate has securities (tradable participation units) that confer upon him
ownership of a negligible portion (less than 1%) of the partnership Delek Drilling – Limited
Partnership, whose participation units are listed for trade on the Tel Aviv Stock Exchange
(hereinafter – “Delek Drilling”). The Phoenix Holdings Ltd. (hereinafter – “the Phoenix”)
is a material shareholder of the Bank as defined in the Banking Ordinance, 1941
(hereinafter – “the Banking Ordinance”) (hereinafter – “Material Shareholder”), holding
between 2.5% to 5% of the Bank’s means of control. The Phoenix is controlled by the
Delek Group, which also controls the Delek Drilling partnership In addition to the
aforementioned holdings, Delek Drilling has an obligation to pay royalties to the Allied
partnership which is referred to in subsection b. above; the Candidate is a limited partner
19

in the Allied partnership. Holdings in participation units are not business relationships
that constitute an interest. As to the royalty agreement, in view of the passive nature of
this agreement, Allied and consequently the Candidate, are not subject to any decision
of Delek Drilling in connection therewith. Moreover, in view of the fact that Delek Drilling
has similar royalty agreements with other third parties, there is no reasonable likelihood
that Delek Drilling shall take unilateral action against the Candidate in particular, as
opposed to any of the other third parties. Therefore, Delek Drilling is unable to influence
the independence of the discretion exercised by the Candidate. For this reason, the said
relationships do not constitute business relationships as this term is defined in the
Banking Ordinance, and even if they would have been considered as business
relationships as aforesaid, then they are negligible from the perspective of the Candidate
and from the perspective of the material shareholder and therefore, they do not
constitute an interest.
4. Business relationships between the Bank and Mr. Alfred Akirov or companies under his
control (hereinafter – “Mr. Akirov”). Mr. Akirov is the (indirect) controlling shareholder
of a private asset company which is registered outside Israel; the said asset company
holds a single asset outside Israel and the Candidate has minority shareholding in this
company through a private company, which is wholly-owned by him. The value of the
Candidate’s holdings in this company constitutes a negligible portion of the Candidate’s
wealth. His holding in this company does not give rise to an interest, either because it
does not form a partnership with Mr. Akirov, or because in view of it negligibility from
the point of view of the Candidate, it does not give rise to an interest.
The aforementioned approval of the Audit Committee is subject to Dr. Turbowicz’s terminating
his role as a member of the deputation of bondholders of Tao Tsuot Ltd. (under liquidation and
receivership) and to his being prohibited from taking part in discussions regarding the field of gas,
the Allied Group and/or Prof. Swary, the Alrov Group and/or Mr. Akirov, should Dr. Turbowicz be
appointed as External Director in the Bank and as from the date of such appointment.
The Proposed Resolution:
To appoint Dr. Yoram Turbowicz as an External Director pursuant to Directive 301 of the Proper
Banking Administration Directives, for a period of three years.

Mr. Gabbay’s tenure in office shall commence after receipt of approval or notice of non-objection
of the Supervisor of Banks.
20

Regarding item no. 8 on the agenda – appointment of Mr. Ohad Marani as an External
Director (301)

Candidate Ohad Marani

ID number 053492971

Date of birth March 20, 1955

Address for serving court documents Beit Leumi, 34 Yehuda Halevi St., Tel Aviv,
6513616

Citizenship Israeli

Membership in Board of Directors As of the date of publication of this

Committees immediate report, Mr. Marani is a member
of the Audit and Credit committee and the
committee for monitoring the application
of the Strum Law.
If he is appointed by the General Meeting
and the Supervisor of Banks approves his
appointment for a second tenure in office
or issues a notice of non-objection thereto,
he will be appointed, pursuant to the
resolution of the Board of Directors as a
member in Board of Directors committees.

External Director pursuant to Directive 301 of External Director pursuant to Directive 301
the Proper Conduct of Banking Business of the Proper Conduct of Banking Business
Directives Directives, subject to appointment by the
General Meeting and to receipt of the
approval or notice of non-objection of the
Supervisor of Banks.

Independent Director as defined in the Classified as an independent director in his

Companies Law current tenure in office.

Employee of the Bank, a subsidiary, related No

company or an interested party of the bank

Date on which tenure in office as director November 1, 2015 (his first tenure in office
commenced shall end on October 31, 2018)
21

Date on which second tenure in office as Subject to appointment by the General

director commenced Meeting and receipt of the approval or
notice of non-objection of the Supervisor
of Banks and not before November 1, 2018
(the date on which his first tenure in office
ends).

Education/professional qualifications Please see the curriculum vitae attached to

this report

Employment during the last five years and list Please see the curriculum vitae attached to
of corporations in which he served as director this report

A relative of another interested party in the No

corporation

Possesses accounting and financial expertise Yes

pursuant to Section 92(a)(12) to the
Companies Law

Audit Committee’s Resolutions

On June 7, 2018, the Audit Committee approved, based on the facts it was presented with and
the candidate’s declarations, that the circumstances described below in connection with the
candidate and/or anyone closely associated with him do not constitute an interest in accordance
with the Banking Ordinance and in accordance with the position of the Supervision of Banks
Department, or alternatively that those circumstances constitute, at most, negligible
relationships and therefore do not constitute an interest. Furthermore, and after discussing the
matter, the Audit Committee decided that neither do the circumstances described below
constitute an interest pursuant to Section 240(b) to the Companies Law, or alternatively that
those circumstances constitute, at most, negligible relationships and therefore do not constitute
an interest, in accordance with the Companies Regulations (Matters that Do Not Constitute an
Interest), 5767-2006 (hereinafter – “the Negligible Interest Regulations”):

3. Business relationships between Mr. Marani and the State of Israel, a material shareholder
of the Bank – a relative of Mr. Marani is employed in a non-senior position at the Prime
Minister’s Office.
The Proposed Resolution:

To appoint Mr. Ohad Marani as an External Director pursuant to Directive 301 of the Proper
Banking Administration Directives, for a period of three years.

Mr. Marani’s tenure in office shall commence after receipt of approval or notice of non-objection
of the Supervisor of Banks and not before November 1, 2018 (the date on which his first tenure in
office ends).
23

4. Place and date for reviewing the full text of the proposed resolutions:

Documents relating to the items on the agenda of the General Meeting may be reviewed at the
Bank’s secretariat, at the Bank’s registered office at 34 Yehuda Halevi St. (Beit Leumi) 11th floor,
Tel Aviv, Tel: +972-76-8859419, from Sunday to Thursday between 08:00 to 15:00, as well as in
the Israel Securities Authority’s publication website and the Tel Aviv Stock Exchange Ltd.’s
website, at the addresses detailed in Section 11.

5. The majority required to pass the resolutions in the meeting on the topics which may be voted
on using a proxy statement:

5.1. The majority required to pass a resolution on Topic 2 on the agenda, dealing with the
reappointment of Somekh Chaikin (KMPG) and Kost Forer Gabbay & Kasierer (EY)
accounting firms as the Bank’s joint independent auditors, for the period starting on the
date of the present annual general meeting’s approval until the end of the next annual
general meeting of the Bank, and to authorize the Bank’s Board of Director to determine
their remuneration, is a “regular majority” out of the total votes of the shareholders who
are entitled to vote and voted whether by themselves or by proxy. The count of the
participants’ votes shall not take into account abstaining votes.

5.2. The majority required to pass a resolution on Topics 6 to 8 on the agenda, dealing with
the appointment of two external directors (pursuant to Directive 301) to the Bank’s Board
of Directors, is a “regular majority” out of the total votes of shareholder who are entitled
to vote and voted whether by themselves or by proxy. The count of the participants’ votes
shall not take into account abstaining votes.

5.3. Pursuant to the provisions of Section 239(b) of the Companies Law, and taking into
consideration the fact that the bank is a corporation without a control core, the majority
required in order to pass a resolution on Topics 3 to 5 on the agenda, dealing with the
appointment of two EDs (pursuant to the provisions of the Companies Law) to the Bank’s
Board of Directors is a normal majority out of the total voting rights of the shareholders
that are entitled to vote and that vote themselves, as long as one of the following
conditions is met: (a) the count of majority votes shall include a majority out of the
participants in the vote who have no personal interest in the approval of the appointment;
or (b) the total objecting votes from among the shareholders detailed in Subsection (a)
above shall not exceed a rate of 2% of all voting rights in the Bank. Abstaining votes shall
not be taken into account in counting the votes of the said shareholders.

5.4. Personal interest, interested party in the bank, senior office holder and institutional
investor

a. Section 267A(b)(1) of the Companies Law stipulates, among other things, that “the
provisions of Section 276 shall apply, mutatis mutandis, to anyone who has a
24

personal interest.” Section 276 to the Companies Law stipulates that: “If a
shareholder participates in a vote under section 275, then he shall inform the
company before the vote – and if the vote is by voting ballot, on the voting ballot –
whether or not he has a personal interest in the approval of the transaction; if the
shareholder failed to inform as aforesaid, then he shall not vote and his vote shall not
be counted.”

b. It is hereby clarified that Section 1 to the Companies Law stipulates that a personal
interest is also “a personal interest of a person who votes according to a power of
attorney given to him by another person, even if that other person has no personal
interest, and the vote of a person who was given a power of attorney to vote on behalf
of a person with a personal interest shall also be considered as the vote of a person
with a personal interest, regardless of whether the voter can exercise discretion
regarding the vote or not.”

c. Therefore, a shareholder participating in a vote, is required to inform the Bank before

casting his vote in the Meeting or, if he votes via a voting ballot, on the voting ballot,
if he has persona interest in the approval of items 3 to 5 on the agenda of the General
Meeting – the appointment of Mr. Yoram Gabbay, Ms. Tamar Gottlieb and/or Mr.
Refael Danieli as ED. A shareholder who fails to give such notice shall not be
regarded as having voted on that item, and his vote shall not be counted.

d. Furthermore, a shareholder participating in a vote is required to inform the Bank

before casting his vote in the Meeting or, if he votes via a voting ballot, on the voting
ballot, if he is an interested party of the bank (as the term “interested party” is
defined in Section 1 of the Securities Law, 5728-1968), a senior officeholder in the
Bank (as the term “senior office holder” is defined in Section 37(d) of the said law),
an institutional entity as defined in regulation 1 to the Supervision of Financial
Services Law (Insurance), 5741-1981, or a fund manager as defined in the Joint
Investment Trust Law, 5754-1994. If the participating shareholder is an interested
party, senior office holder, institutional entity or fund manager, he is required to
provide details regarding other relationships he has with the Bank or senior office
holders of the Banks and regarding the nature of those relationships. If the vote is
cast under power of attorney, such details shall also be given to the grantor and the
recipient of the power of attorney.
6. A proxy statement shall have effect only if it is attached a certificate of ownership of the
unregistered shareholder on the effective date (i.e. any person to whose credit the Bank’s shares
are registered with a Stock Exchange Member, when such shares are included in the registered
shares in the shareholder register, in the name of a nominee company) (hereinafter:
“Unregistered Shareholder”) or if such a certificate of ownership is sent to the Bank through
the electronic voting system, and in case of a shareholder registered in the Bank’s shareholder
register, the proxy statement shall have effect only if it is attached a photocopy of an identity
card, passport or certificate of incorporation. The Bank must be delivered, at the address
detailed in Section 8 below, this Proxy Statement together with the documents attached
thereto, as foregoing, no later than four hours before the time of the convening of the meeting,
i.e. by 10:30 AM on Thursday, October 4, 2018.
25

7. Time of turning off the Electronic Voting System - Unregistered shareholders may also vote with
respect to all of the items on the agenda of the General Meeting via an electronic voting ballot
that will be sent through the Electronic Voting System. Voting shall be possible starting from the
end of the effective date and until 6 hours before the convening of the general meeting, i.e. until
8:30 on Thursday, October 4, 2018.

8. The Bank’s address for the delivery of proxy statements and position statements: Beit Leumi, 34
Yehuda Halevi St., Tel Aviv 6513616, care of the Bank’s Secretariat (Floor 11).

9. The deadline for submission of position statements to the Bank: September 24, 2018 (inclusive).

10. Deadline for producing the Board of Directors’ response to statements of position: by Sunday,
September 30, 2018 (inclusive).
11. Address of the Israel Securities Authority’s publication website and the Tel Aviv Stock Exchange
Ltd.’s website (hereinafter: “the TASE”) where the proxy statements and the statements of
position are available:
- The Israel Securities Authority’s publication website: http://www.magna.isa.gov.il/
- The TASE’s website: http://maya.tase.co.il/

12. An unregistered shareholder may receive the certificate of ownership at the branch of the TASE
member or by postal delivery, if it so requests. An application on this matter shall be delivered
in advance for a particular securities account. An unregistered shareholder may instruct the
Member of the Stock Exchange to deliver his Ownership Confirmation to the Bank via the
Electronic Voting System.

13. An unregistered shareholder is entitled to receive by email, free of charge, a link to the format
of the proxy statement and position statements on the distribution website of the Israel
Securities Authority, from the Stock Exchange member through which it holds its shares, unless
it informs the Stock Exchange member that it is not interested in receiving such a link, or that it
is interested to receive proxy statements by mail in consideration for a fee; a notice on the
matter of the proxy statements shall also apply to the matter of receiving position statements.

14. One or more shareholders holding on the effective date (Wednesday, September 5, 2018) a rate
constituting five percent or more of the total voting rights in the Bank, and any person holding
such a rate out of the total voting rights that are not held by the controlling shareholder in the
Bank as defined in Section 268 of the Companies Law (“Controlling Shareholder”), may review
whether by itself or through an agent on its behalf, after the convening of the general meeting,
at the Bank’s registered headquarters, during regular work hours, the statements of proxy as
detailed in Regulation 10 of the Regulations.
The quantity of shares constituting 5% of the total voting rights in the Bank is: NIS 75,384,149
par value ordinary shares of the Bank (as of August 28, 2018).

15. 15. After the publication of the proxy statement, changes may take place in the agenda and
position statements may be published. In such a case, it shall be possible to review the up-to-
date agenda and the position statements published in the Bank’s reports on the distribution
website as provided in Section 11 above.
26

A shareholder shall state its vote with regard to the topics on the agenda in the second part
of this Proxy Statement.
27

Proxy Statement - Part Two

The Companies Regulations (Voting by Ballot and Position Statements), 5766-2005 (the
“Regulations”)

Company: Bank Leumi of Israel Ltd.

The Company’s address (for the delivery and mailing of proxy statements): Beit Leumi, 34
Yehuda Halevi St., Tel Aviv 6513616, Floor 11, care of the Bank’s Secretariat.

Company no.: 52-001807-8

Time of the meeting: Thursday, October 4, 2018, 14:30.

Type of meeting: Annual.

Record date: Wednesday, September 5, 2018.

Shareholder Information

Shareholder name - ___________________________

ID no. - ___________________________

If the shareholder does not have an Israeli ID card -

Passport no. - ___________________________

Country of issue - _________________________

Expiry date - ___________________________

If the shareholder is a corporation -

Corporation no. - ______________________

Place of incorporation - __

Votes

No. of topic on the agenda Vote1 On the matter of the

appointment of an External
Director (Section 239(b) or
245(a1) of the Companies Law) -
Are you an interested party or do
you have any personal interest in
approving the appointment? 2
In favor Against Abstaining Yes No
2. The re-appointment of the
auditing firms Somekh
Chaikin and Kost Forer
Gabbay & Kasierer as joint
independent auditors of the
Bank and the authorization
of the Bank's Board of
Directors to set their fees
3. Election of an ED pursuant
to the provisions of the
Companies Law - Mr.
Yoram Gabbay
4. Election of an ED pursuant
to the provisions of the
Companies Law - Ms. Tamar
Gottlieb
5. Election of an ED pursuant
to the provisions of the
Companies Law - Mr. Refael
Danieli
6. Election of an external
director pursuant to the
provisions of Directive 301 -
Dr. Shmuel Ben Zvi
29

7. Election of an external
director pursuant to the
provisions of Directive 301 -
Dr. Yoram Turbowicz
8. Election of an external
director pursuant to the
provisions of Directive 301 -
Mr. Ohad Marani

Details:

Are you an interested party, senior officer3, fund manager4 or institutional investor5? Yes
_________ No _______.

If yes, please provide details regarding additional relations between you and the Bank or senior
officers in the Bank, and the nature of such relations:
________________________________________________________________________

________________________________________________________________________

Please detail your interest or other characteristic as a shareholder or your personal interest,
as relevant, in passing Resolution 3 detailed above:

________________________________________________________________________

Please detail your interest or other characteristic as a shareholder or your personal interest,
as relevant, in passing Resolution 4 detailed above:

________________________________________________________________________
30

________________________________________________________________________

Please detail your interest or other characteristic as a shareholder or your personal interest,
as relevant, in passing Resolution 5 detailed above:

________________________________________________________________________

For shareholders holding shares through a Stock Exchange member (pursuant to Section 177 (1)
of the Companies Law) - This Proxy Statement is effective only when attached a certificate of
ownership, excluding cases where voting is performed through the system.
For shareholders registered in the Bank’s shareholder registry - The Proxy Statement is effective
when attached a photocopy of the ID card/passport/certificate of incorporation.

Date Signature

===================================================
Provide details in the lines designated for this purpose below the table.
1
Failure to mark shall be deemed as abstaining from voting on that topic.
2
The vote of a shareholder who does not fill this column or who signs "yes" and does not
specify, shall not be counted.
3
As the term “senior officer holder” is defined in Section 37(d) of the Securities Law, 5728-
1968.
4
As the term is defined in the Joint Investments Trust Law 5754-1994.
5
As the term “institutional investor” is defined in Regulation 1 of the Companies Regulations
(Voting by Ballot and Position Statements), 5766-2005.

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