12th Dec 2007 07:00
Leumi International Investments NV11 December 2007 BANK LEUMI LE-ISRAEL B.M. - (GUARANTOR - GUARANTEED EURO MEDIUM TERM NOTE PROGRAMME OF LEUMI INTERNATIONAL INVESTMENTS N.V.) Translation of Immediate Report Bank Leumi le-Israel B.M. Registration No. 520018078 Securities of the Corporation are listed on The Tel Aviv Stock Exchange Abbreviated Name: Leumi Leumi House, 34 Yehuda Halevi Street, Tel Aviv 65546 Phone: + 972 3 5148111, + 972 3 5149419; Facsimile: + 972 3 5149732 Electronic Mail: [email protected] 11 December 2007 To: Israel Securities Authority (www.isa.gov.il) The Tel Aviv Stock Exchange (www.tase.co.il) Immediate Report on Convening of General Meeting Regulation 36B (a) and 36C of the Securities (Periodic and Immediate Reports) Regulations, 1970 1. On 11 December 2007, it was resolved to call a Special General Meeting. Registration No. of the security with the Tel Aviv Stock Exchange entitling theholders thereof to participate in the General Meeting: 604611 The General Meeting will be held on Thursday, 17 January 2008 at 10:30 am atBeit Lyn, 35 Yehuda Halevi Street, Tel Aviv 2. The date for determining the right to participate in and vote at the GeneralMeeting is 17 December 2007. 3. Items on the agenda: See Annex 1 attached hereto. There is a proposal on the agenda for the appointment of an External Director. Section 239(d) of the Companies Law, 1999, whereby if all the members of theboard of directors of a company are of the same gender, the external directorbeing appointed must be of the opposite gender, is not applicable. The text of the proposed resolutions or summary of their main points: See Annex 2 attached hereto. 4. The text of the Voting Paper is attached hereto as Annex 3. Address of the website at which one may vote, in a case where the company isallowing voting through the internet: N/A E-mail address of the company for statutory submissions required by a StockExchange Member in a case where the company is allowing voting through theinternet: N/A 5. Required legal quorum for holding the Meeting: Three members present inperson. 6. In the absence of a legal quorum, the adjourned Meeting will be held on: 24January 2008 at 10:30 am at Beit Lyn, 35 Yehuda Halevi Street, Tel Aviv. 7. Time and place for viewing each proposed resolution whose text is not fullypresented in the above agenda: The registered office of the Bank, Leumi House(11th floor), the Secretariat of the Bank, 34 Yehuda Halevi Street, Tel Aviv,Sunday to Thursday between the hours of 8:00 and 15:00. _____________________________________________________________________Name of Electronic Reporter: Jennifer Janes, Position: Executive Vice President,Group SecretaryPOB 2 Tel Aviv 61000, Phone: + 972 3 5149419, Facsimile: + 972 3 5149732,Electronic Mail: [email protected] Annex 1 Details of the Items on the Agenda of the General Meeting: Item 1: Approval of the Purchase of a New Directors' and other Officers'Liability Insurance Policy (D&O) Description of Item: The General Meetings of the Bank have approved, from timeto time, the renewal and purchase of insurance policies in respect of theliability of the Directors and other officers of the Bank and the Group. TheSpecial General Meeting of the Bank held on 14 February 2007 approved thepurchase of insurance cover of an amount of up to U.S.$ 207.5 million (for oneyear commencing 1 July 2006). The Audit Committee, and thereafter the Board of Directors of the Bank, haveapproved the purchase of an insurance policy in respect of the liability of theDirectors and other officers of the Bank and the Group, including overseassubsidiaries, for a period of one year commencing 1 July 2007, with cover ofU.S.$ 207.5 million (with a right of reinstatement of U.S.$ 197.5) at a premiumof U.S.$ 1,267,760. Text of the Resolution: To approve the purchase of a new insurance policy inrespect of the liability of the Directors and other officers of the Bank and theGroup, for a period of one year commencing 1 July 2007, with cover of U.S.$207.5 million at a premium of some U.S.$ 1,268 thousand. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 2: Change of the Terms of Employment of the Chairman of the Board ofDirectors Description of Item: Pursuant to the agreement between the Bank and the Chairmanof the Board of Directors, Mr. Eitan Raff, of 16 July 1995 (as amended on 25June 2001 and 25 February 2004), the Chairman of the Board of Directors isentitled to a provision by the Bank equal to 2.5% of his monthly compensation(the "Provision Amount") for loss of earning ability insurance. Since according to the terms of the said insurance, as from the date on whichthe Chairman of the Board reached the age of 65, it is no longer possible tomake such provisions, it is proposed that, from such date, the Bank's provisionsfor loss of earning ability insurance cease, and that the Provision Amount beprovided instead for the purposes of increasing the Bank's pension provisionsfor the Chairman of the Board, such that instead of a 5% pension provision, theBank will provide 7.5% of the monthly compensation for pension. It should be noted that the proposed amendment to the terms of employment of theChairman of the Board does not involve any additional expense for the Bank. The said amendment to the terms of employment of the Chairman of the Board wasapproved by the Audit Committee of the Board of Directors, and thereafter by theBoard of Directors. It should be noted that the Chairman of the Board was notpresent at the time of approval of the said resolutions by the Audit Committeeand Board of Directors. Text of the Resolution: To approve a change to the terms of employment of theChairman of the Board of Directors, Mr. Eitan Raff, such that instead of theentitlement of the Chairman of the Board to a provision equal to 2.5% of hisgross monthly salary for loss of earning ability insurance, these amounts willbe provided as an addition to the Bank's provision to the pension fund of theChairman of the Board. The change will take effect as from the date on which theChairman of the Board reached the age of 65. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 3: Election of Professor Israel Gilead as an External Director for anAdditional Period of Three Years Description of Item: Professor Israel Gilead has served as an External Directorof the Bank pursuant to Section 239 of the Companies Law, 1999 (the "CompaniesLaw") since 1 February 2005 and will complete his three year term on 31 January2008. The Shares Committee of the Bank, that votes in respect of the shares heldby the State pursuant to the Bank Shares (Arrangement Shares) (TemporaryProvision) Law, 1993 (the "Shares Committee") has proposed his election for anadditional period of three years, as of such date. Details regarding the candidate, to the best of the knowledge of the Bank: (1) Name: Professor Israel Gilead (1A) Identity Number: 05062900-5 (2) Date of Birth: 17 November 1951 (3) Address for Service of Court Documents: 9 Miron Street, Mevasseret Zion90805 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Chairman of theGuidelines Committee, Member of the Credit Committee, Audit Committee, Committeefor the Approval of Transactions, Finance Committee, Remuneration Committee, AdHoc Committee for the Implementation of the Capital Market Reform, SecuritiesCommittee, Special Committee for LII Offerings, Committee for the Approval ofConflicts of Interest and Examining Committee. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: Yes (7) Is he an employee of the corporation, its subsidiary or associated company,or of an interested party: No (8) Date of commencement of term as a director of the corporation: 1 February2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: Professor of Law, Doctor of Law and BA in Law and Economics - TheHebrew University of Jerusalem. Professor of Law at the Hebrew University of Jerusalem. Chairman of the Central National Management Committee for Examination andEvaluation (the Psychometric Exam). Member of the Public Committee pursuant tothe Law for Appointment of Managers and Administration for Pension FundArrangements. Until February 2005, Director of Modus Selective Management Ltd. Until 2002, Member of the Investment Committee of Bank Yahav Ltd., ExternalDirector and member of the Audit Committee of the Yahav Savings, Yahavit andChen Yahav Provident Funds and the Provident and Supplementary Training FundsManagement Company of Bank Yahav Ltd. (10) Is he a family member of another interested party of the corporation - No (11) Does he possess accounting or financial expertise - Yes Text of the Resolution: To reelect Professor Israel Gilead as an ExternalDirector pursuant to sections 239 and 245 of the Companies Law, 1999 for aperiod of three years, commencing 1 February 2008. Required Majority: An ordinary majority, provided that in the vote the majorityshall include at least one third of the total votes of stockholders who are notcontrolling shareholders of the Bank, or acting on their behalf, taking part inthe vote (in calculating the total votes of such stockholders, abstentions willnot be taken into account); alternatively, the total number of opposing votes ofthe above stockholders will not exceed 1% of the total voting rights in theBank. Item 4: Director's Fees Description of Item: It is proposed to increase, commencing 1 February 2008, theattendance fees paid to Directors of the Bank (except the Chairman of the Boardof Directors), including the External Directors of the Bank, such that identicalattendance fees for meetings will be paid to all Directors (except the Chairman,as mentioned), of NIS 2,300 (instead of NIS 1,843). It should be noted that at this stage no change to the annual compensation andreimbursed expenses of Directors is on the agenda. It is also proposed that thedates of payment and linkage provisions of the attendance fees be based on theCompanies (Rules regarding External Directors' Compensation and Expenses)Regulations, 2000 (the "Compensation Regulations"), as in the past. The resolution was approved by the Audit Committee and Board of Directors, asrequired by the Companies Law. Explanation: Until now, the Bank has brought for the approval of the GeneralMeeting the annual compensation, attendance fees and reimbursement of expensesfor all Directors (expect the Chairman), following approval of the AuditCommittee and Board of Directors, in accordance with the compensation payable toexternal directors according to the table appearing in the CompensationRegulations. Pursuant to Regulation 8A of the Compensation Regulations, thecompany may approve "relative compensation" for external directors, as opposedto the compensation determined in the table appearing in the CompensationRegulations, according to the compensation of other directors of the company,and subject to various conditions laid down in the Compensation Regulations(whereby the relative amount may not be lower than the lowest compensationreceived by the "other directors" of the company, it may not exceed the averagecompensation received by the "other directors" of the company, it shall be paidat the same time as the compensation of the "other directors" and thecompensation of all the external directors of the company shall be identical).The Compensation Regulations also determine that the compensation paid to anexternal director may not be changed throughout the entire 3 years of his term,except for a change to the benefit of the external director made at the time ofappointment or extension of the term of another external director (Regulation 8Cof the Compensation Regulations). Since the General Meeting is being requested to elect an External Director ofthe Bank, the Audit Committee and thereafter Board of Directors resolved toapprove and recommend to the General Meeting the approval of an increase in theattendance fees paid to all the Directors (excluding the Chairman of the Board),including the External Director standing for election and the other servingExternal Director, in respect of attendance of the Directors at meetings of theBoard of Directors and its Committees. It should be noted that the change is proposed in light of the high work load ofthe members of the Board of Directors. Text of the Resolution: To approve an increase in attendance fees for bothregular and other meetings paid to all the Directors of the Bank (excluding theChairman), including External Directors, to an amount of NIS 2,300 per meeting,commencing 1 February 2008, with the dates of payment and linkage provisionsbeing based on the Companies (Rules regarding External Directors' Compensationand Expenses) Regulations, 2000. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 5: Approval of the Distribution of a Dividend in respect of the first 9months of 2007 In light of the results of the Bank for the 9 months ending 30 September 2007,the Board of Directors has resolved to recommend to the General Meeting thedistribution of a cash dividend of some 49.8% of the net profit for the aboveperiod (some NIS 1.414 billion), 100.0% of the paid-up capital. Subject to the approval of the General Meeting, the said dividend will be paidon 5 February 2008 to holders of the ordinary stock of the Bank who hold stockas of 20 January 2008 (the record date). The stock will trade "ex" dividend on21 January 2008, and the dividend will be NIS 1.0 for every NIS 1.0 par value ofordinary stock. (Tax will be deducted at source from the above dividend asrequired by law, namely, 20%). Text of the Resolution: To approve the distribution of a dividend in respect ofthe first nine months of 2007 ending 30 September 2007, of 100.0% of the paid-upcapital (NIS 1.0 for every NIS 1.0 par value of ordinary stock), constitutingsome 49.8% of the net profit for the nine months ending 30 September 2007, to bepaid on 5 February 2008. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Annex2 BANK LEUMI LE-ISRAEL B.M. NOTICE TO HOLDERS OF ORDINARY STOCK Notice is hereby given that a Special General Meeting of the Bank will be heldat Lyn House, 35 Yehuda Halevi Street, Tel Aviv, on Thursday, 17 January 2008 at10:30 am, for the following purposes: 1. To approve the purchase of a new insurance policy in respect of the liabilityof the Directors and other officers of the Bank and the Group, for a period ofone year commencing 1 July 2007, with cover of U.S.$ 207.5 million at a premiumof some U.S.$ 1,268 thousand. 2. To approve a change to the terms of employment of the Chairman of the Boardof Directors, Mr. Eitan Raff, such that instead of the entitlement of theChairman of the Board to a provision equal to 2.5% of his gross monthly salaryfor loss of earning ability insurance, these amounts will be provided as anaddition to the Bank's provision to the pension fund of the Chairman of theBoard. The change will take effect as from the date on which the Chairman of theBoard reached the age of 65. 3. To elect Prof. Israel Gilead for an additional period of three years as anExternal Director. 4. To approve an increase in attendance fees for both regular and other meetingsof the Board of Directors (excluding the Chairman), including those of theExternal Directors, commencing 1 February 2008. 5. To approve the distribution of a dividend in respect of the first nine monthsof 2007 ending 30 September 2007, of 100.0% of the paid-up capital (NIS 1.0 forevery NIS 1.0 par value of ordinary stock), constituting some 49.8% of the netprofit for the nine months ending 30 September 2007, to be paid on 5 February2008. The majority required to approve resolutions 1, 2, 4 and 5 above is an ordinarymajority of the total voting rights of the stockholders entitled to vote and whovoted in person or by proxy. The majority required to approve resolution 3 above is an ordinary majority,provided that in the vote the majority shall include at least one third of thetotal votes of stockholders who are not controlling shareholders of the Bank, oracting on their behalf, taking part in the vote (in calculating the total votesof such stockholders, abstentions will not be taken into account);alternatively, the total number of opposing votes of the above stockholders willnot exceed 1% of the total voting rights in the Bank. The date for determining the entitlement of all stockholders to vote at theGeneral Meeting is Monday, 17 December 2007. A stockholder entitled to attend and vote may vote by means of a voting paper,pursuant to the Companies Law, 1999 and the Companies (Written Voting andPosition Papers) Regulations, 2005 (the "Regulations"), such being in respect ofItems 1, 2, 3 and 4 on the agenda. The addresses of the distribution website of the Israel Securities Authority(the "Securities Authority") and of the website of the Tel Aviv Stock ExchangeLtd. (the "Stock Exchange"), at which the text of the voting paper and theposition papers (as defined in Section 88 of the Companies Law) are obtainable: Distribution website of the Securities Authority: http://www.magna.isa.gov.il/ Website of the Stock Exchange: http://www.maya.tase.co.il/ Voting by means of a voting paper is to be done on the Second Part of the votingpaper as published on the distribution website of the Securities Authority. A stockholder may apply to the Bank directly and receive the text of the votingpaper and the position papers. A Stock Exchange member will send via electronic mail, free of charge, the linkto the voting paper and the position papers on the distribution site of theSecurities Authority to all stockholders not registered in the Register ofShareholders and whose stock is registered with such Stock Exchange member, ifthe stockholder has given notice that he so wishes, provided that the notice wasgiven in respect of a particular securities account and at a date prior to therecord date. A stockholder whose stock is registered with a Stock Exchange member is entitledto receive a certificate of ownership from the Stock Exchange member throughwhich he holds his stock, at a branch of the Stock Exchange member or via mailto his address against payment of the delivery charge only, if so requested.Such a request is to be made in advance in respect of a particular securitiesaccount. The final date for delivery of position papers to the Bank is Thursday, 27December 2007. The final date for delivery of voting papers to the Bank is Monday, 14 January2008, at 10:30 am. Apart from the option of voting by means of a voting paper in respect of Items1, 2, 3 and 4 as previously mentioned, a stockholder entitled to attend and votemay appoint a proxy or proxies to attend and vote on his or her behalf. A proxyneed not be a stockholder of the Bank. To be effective, the proxy, together with the power of attorney (if any) underwhich it is signed, must reach the registered office of the Bank no less than 48hours prior to the time of the Meeting. In the case of stockholders who are notregistered in the Register of Shareholders, he/she must attach to the proxy acertificate of ownership from a Stock Exchange member, in accordance with theCompanies (Proof of Ownership of Shares for the Purpose of Voting at a GeneralMeeting) Regulations, 2000. Attention is drawn to the provisions of Section 34 of the Banking (Licensing)Law, 1981: "No person may come to an agreement with another regarding theirvoting for the election of a director of a banking corporation or a bank holdingcorporation, except in accordance with a permit granted by the Governor (of theBank of Israel), following consultation with the Licenses Committee; thisprovision will not apply to a holder of means of control* who comes to anagreement with another, that the other shall vote in the name of and on behalfof the holder for such person as the holder of means of control directs him,provided that the other shall not vote in the name of and on behalf of more thanone other holder." Therefore, as regards the election of the Director (Item 3 on the agenda), aproxy holder who is himself a stockholder of the Bank may vote in the name ofand on behalf of one additional stockholder only. As regards the other matterson the agenda of the General Meeting, there is nothing to prevent a proxy holderfrom representing more than one stockholder. Tel Aviv, 12 December 2007 By Order of the Board of Directors Jennifer Janes, Adv. Group Secretary The full text of the resolutions on the agenda of the General Meeting, as wellas details of the insurance policy, may be examined at the Secretariat of theBank at the registered office of the Bank, Leumi House (11th floor), 34 YehudaHalevi Street, Tel Aviv, tel. 972-3-5149716, between the hours of 8:00 and 15:00. * i.e. any stockholder Annex 3 BANK LEUMI LE-ISRAEL B.M. Voting Paper pursuant to the Companies (Written Voting and Position Papers)Regulations, 2005 (the "Regulations") in respect of the Special General Meetingto be held on Thursday, 17 January 2008. First Part 1. Name of Company: Bank Leumi le-Israel B.M. (the "Bank"). 2. Type of General Meeting, Date and Place at which to be Held: Special GeneralMeeting. The General Meeting will be held on Thursday, 17 January 2008 at 10:30am at the offices of the Bank at Lyn House, 35 Yehuda Halevi Street, Tel Aviv.Should the Meeting be adjourned, the adjourned Meeting will be held on Thursday,24 January 2008, at the same place and time. 3. Details of the Items on the Agenda in relation to which one may vote by meansof a Voting Paper: Item 1: Approval of the Purchase of a New Directors' and other Officers'Liability Insurance Policy (D&O) Description of Item: As you may recall, the General Meetings of the Bank haveapproved, from time to time, the renewal and purchase of insurance policies inrespect of the liability of the Directors and other officers of the Bank and theGroup. The Special General Meeting of the Bank held on 14 February 2007 approvedthe purchase of insurance cover of an amount of up to U.S.$ 207.5 million (forone year commencing 1 July 2006). The Audit Committee, and thereafter the Board of Directors of the Bank, haveapproved the purchase of an insurance policy in respect of the liability of theDirectors and other officers of the Bank and the Group, including overseassubsidiaries, for a period of one year commencing 1 July 2007, with cover ofU.S.$ 207.5 million (with a right of reinstatement of U.S.$ 197.5) at a premiumof U.S.$ 1,267,760. Text of the Resolution: To approve the purchase of a new insurance policy inrespect of the liability of the Directors and other officers of the Bank and theGroup, for a period of one year commencing 1 July 2007, with cover of U.S.$207.5 million at a premium of some U.S.$ 1,268 thousand. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 2: Change of the Terms of Employment of the Chairman of the Board ofDirectors Description of Item: Pursuant to the agreement between the Bank and the Chairmanof the Board of Directors, Mr. Eitan Raff, of 16 July 1995 (as amended on 25June 2001 and 25 February 2004), the Chairman of the Board of Directors isentitled to a provision by the Bank equal to 2.5% of his monthly compensation(the "Provision Amount") for loss of earning ability insurance. Since according to the terms of the said insurance, as from the date on whichthe Chairman of the Board reached the age of 65, it is no longer possible tomake such provisions, it is proposed that, from such date, the Bank's provisionsfor loss of earning ability insurance cease, and that the Provision Amount beprovided instead for the purposes of increasing the Bank's pension provisionsfor the Chairman of the Board, such that instead of a 5% pension provision, theBank will provide 7.5% of the monthly compensation for pension. It should be noted that the proposed amendment to the terms of employment of theChairman of the Board does not involve any additional expense for the Bank. The said amendment to the terms of employment of the Chairman of the Board wasapproved by the Audit Committee of the Board of Directors, and thereafter by theBoard of Directors. It should be noted that the Chairman of the Board was notpresent at the time of approval of the said resolutions by the Audit Committeeand Board of Directors. Text of the Resolution: To approve a change to the terms of employment of theChairman of the Board of Directors, Mr. Eitan Raff, such that instead of theentitlement of the Chairman of the Board to a provision equal to 2.5% of hisgross monthly salary for loss of earning ability insurance, these amounts willbe provided as an addition to the Bank's provision to the pension fund of theChairman of the Board. The change will take effect as from the date on which theChairman of the Board reached the age of 65. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 3: Election of Professor Israel Gilead as an External Director for anAdditional Period of Three Years Description of Item: Professor Israel Gilead has served as an External Directorof the Bank pursuant to Section 239 of the Companies Law, 1999 (the "CompaniesLaw") since 1 February 2005 and will complete his three year term on 31 January2008. The Shares Committee of the Bank, that votes in respect of the shares heldby the State pursuant to the Bank Shares (Arrangement Shares) (TemporaryProvision) Law, 1993 (the "Shares Committee") has proposed his election for anadditional period of three years, as of such date. Details regarding the candidate, to the best of the knowledge of the Bank: (1) Name: Professor Israel Gilead (1A) Identity Number: 05062900-5 (2) Date of Birth: 17 November 1951 (3) Address for Service of Court Documents: 9 Miron Street, Mevasseret Zion90805 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Chairman of theGuidelines Committee, Member of the Credit Committee, Audit Committee, Committeefor the Approval of Transactions, Finance Committee, Remuneration Committee, AdHoc Committee for the Implementation of the Capital Market Reform, SecuritiesCommittee, Special Committee for LII Offerings, Committee for the Approval ofConflicts of Interest and Examining Committee. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: Yes (7) Is he an employee of the corporation, its subsidiary or associated company,or of an interested party: No (8) Date of commencement of term as a director of the corporation: 1 February2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: Professor of Law, Doctor of Law and BA in Law and Economics - TheHebrew University of Jerusalem. Professor of Law at the Hebrew University of Jerusalem. Chairman of the Central National Management Committee for Examination andEvaluation (the Psychometric Exam). Member of the Public Committee pursuant tothe Law for Appointment of Managers and Administration for Pension FundArrangements. Until February 2005, Director of Modus Selective Management Ltd. Until 2002, Member of the Investment Committee of Bank Yahav Ltd., ExternalDirector and member of the Audit Committee of the Yahav Savings, Yahavit andChen Yahav Provident Funds and the Provident and Supplementary Training FundsManagement Company of Bank Yahav Ltd. (10) Is he a family member of another interested party of the corporation - No (11) Does he possess accounting or financial expertise - Yes Text of the Resolution: To reelect Professor Israel Gilead as an ExternalDirector pursuant to sections 239 and 245 of the Companies Law, 1999 for aperiod of three years, commencing 1 February 2008. Required Majority: An ordinary majority, provided that in the vote the majorityshall include at least one third of the total votes of stockholders who are notcontrolling shareholders of the Bank, or acting on their behalf, taking part inthe vote (in calculating the total votes of such stockholders, abstentions willnot be taken into account); alternatively, the total number of opposing votes ofthe above stockholders will not exceed 1% of the total voting rights in theBank. In the Second Part of this Voting Paper, space has been allocated for theindication of the existence or absence of an interest with regard to this Item3, and for a description of the nature of the relevant interest, as requiredaccording to the provisions of the Companies Law and the Regulations. It isemphasized that where a stockholder does not indicate the existence or absenceof such an interest, or does not describe the nature of the interest, his votewill not be included in the count. Item 4: Director's Fees Description of Item: It is proposed to increase, commencing 1 February 2008, theattendance fees paid to Directors of the Bank (except the Chairman of the Boardof Directors), including the External Directors of the Bank, such that identicalattendance fees for meetings will be paid to all Directors (except the Chairman,as mentioned), of NIS 2,300 (instead of NIS 1,843). It should be noted that at this stage no change to the annual compensation andreimbursed expenses of Directors is on the agenda. It is also proposed that thedates of payment and linkage provisions of the attendance fees be based on theCompanies (Rules regarding External Directors' Compensation and Expenses)Regulations, 2000 (the "Compensation Regulations"), as in the past. The resolution was approved by the Audit Committee and Board of Directors, asrequired by the Companies Law. Explanation: Until now, the Bank has brought for the approval of the GeneralMeeting the annual compensation, attendance fees and reimbursement of expensesfor all Directors (expect the Chairman), following approval of the AuditCommittee and Board of Directors, in accordance with the compensation payable toexternal directors according to the table appearing in the CompensationRegulations. Pursuant to Regulation 8A of the Compensation Regulations, thecompany may approve "relative compensation" for external directors, as opposedto the compensation determined in the table appearing in the CompensationRegulations, according to the compensation of other directors of the company,and subject to various conditions laid down in the Compensation Regulations(whereby the relative amount may not be lower than the lowest compensationreceived by the "other directors" of the company, it may not exceed the averagecompensation received by the "other directors" of the company, it shall be paidat the same time as the compensation of the "other directors" and thecompensation of all the external directors of the company shall be identical).The Compensation Regulations also determine that the compensation paid to anexternal director may not be changed throughout the entire 3 years of his term,except for a change to the benefit of the external director made at the time ofappointment or extension of the term of another external director (Regulation 8Cof the Compensation Regulations). Since the General Meeting is being requested to elect an External Director ofthe Bank, the Audit Committee and thereafter Board of Directors resolved toapprove and recommend to the General Meeting the approval of an increase in theattendance fees paid to all the Directors (excluding the Chairman of the Board),including the External Director standing for election and the other servingExternal Director, in respect of attendance of the Directors at meetings of theBoard of Directors and its Committees. It should be noted that the change is proposed in light of the high work load ofthe members of the Board of Directors. Text of the Resolution: To approve an increase in attendance fees for bothregular and other meetings paid to all the Directors of the Bank (excluding theChairman), including External Directors, to an amount of NIS 2,300 per meeting,commencing 1 February 2008, with the dates of payment and linkage provisionsbeing based on the Companies (Rules regarding External Directors' Compensationand Expenses) Regulations, 2000. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. 4. Place and Time at which the Full Text of the Proposed Resolutions may beExamined: The full text of the proposed resolutions, as well details of theinsurance policy, may be examined at the Secretariat of the Bank at the Bank'sregistered office, Leumi House, 34 Yehuda Halevi Street (11th floor), Tel Aviv,tel. 972-3-5149716, between the hours of 8:00 and 15:00. 5. The voting paper will only be valid if an unregistered shareholder'scertificate of ownership is attached thereto (that is, a person in whose nameordinary stock of the Bank is registered with a Stock Exchange Member, and suchstock is included in the stock registered in the Register of Shareholders in thename of the nominee company (Hevra Le-Rishumim)). In the case of holders ofshares (stock) registered in the Register of Shareholders of the Bank, thevoting paper will only be valid if a copy of an identity document, passport orcertificate of incorporation is attached thereto. This voting paper, togetherwith the previously mentioned attachments, must reach the Bank at least 72 hoursbefore the time of the vote (by Monday, 14 January 2008 at 10:30 am). 6. Address of the Bank for the Delivery of Voting Papers and Position Papers:The Bank's registered office, Leumi House, 34 Yehuda Halevi Street, Tel Aviv65546, for the attention of the Secretariat of the Bank (11th floor). 7. Final Date for the delivery of Position Papers to the Bank: 10 days followingthe record date i.e. by 27 December 2007. 8. Final Date for the delivery of the Response of the Board of Directors to thePosition Papers: 12 days prior to the date of the General Meeting i.e. 4 January2008. 9. Address of the distribution website of the Israel Securities Authority and ofthe website of the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"), at whichvoting papers and position papers are available: Distribution website of the Israel Securities Authority: http://www.magna.isa.gov.il/ Website of the Stock Exchange: http://www.maya.tase.co.il/ 10. A stockholder is entitled to receive the certificate of ownership at abranch of the Stock Exchange member or via mail, if so requested. Such a requestis to be made in advance in respect of a particular securities account. 11. An unregistered stockholder is entitled to receive, via electronic mail andfree of charge, the link to the voting paper and position papers on thedistribution site of the Securities Authority from the Stock Exchange memberthrough which he holds his stock, unless he notifies the Stock Exchange memberthat he does not wish to receive the said link or that he wishes to receivevoting papers via mail for payment; notice with regard to voting papers alsoapplies to the receipt of position papers. One or more stockholders who, on the record date (17 December 2007), hold anamount constituting five percent or more of the total voting rights in the Bank,and the holder of said amount out of the total voting rights that are not heldby the controlling shareholder of the Bank (as defined in Section 268 of theCompanies Law (the "Controlling Shareholder")), is entitled to examine thevoting papers as detailed in Regulation 10 of the Regulations, following theholding of the General Meeting, either personally or through a representative,at the registered office of the Bank during normal business hours. The amount of stock constituting 5% of the total voting rights of the Bank isNIS 70,711,634 par value ordinary stock of the Bank. The amount of stock constituting 5% of the total voting rights of the Bank thatare not held by the Controlling Shareholder is NIS 56,716,493 par value ordinarystock of the Bank. Voting Paper - Second Part Companies (Written Voting and Position Papers) Regulations, 2005 (the "Regulations") Name of Company: Bank Leumi le-Israel B.M. Address of the Company (for delivery and sending of voting papers): Leumi House,34 Yehuda Halevi Street, Tel Aviv 65546 (11th floor), for the attention of theSecretariat of the Bank Company No.: 52-001807-8 Date of Meeting: Thursday, 17 January 2008, at 10:30 am Type of Meeting: Special Record Date: Monday, 17 December 2007 (To here to be completed by the Company) Details of Shareholder Name of Shareholder (Ordinary Stock): __________________________________________ Identity No.: ________________________________________________________________ If the shareholder is not a holder of an Israeli Identity Document - Passport No.: ________________________________________________________________ Country of Issue: _____________________________________________________________ Expiry Date: ________________________________________________________________ If the shareholder is a corporation - Registered No.: ______________________________________________________________ Country of Registration: _______________________________________________________ Manner of Voting Item Manner of Voting(1) With regard to the election of an ExternalNumber on Director (Section 239(b) of the Companies the Agenda Law - Are you a controlling shareholder (Item 3)(1)? In Against Abstain Yes* No Favor 1 2 3 4 Details Regarding the Resolution for the approval of the election of an ExternalDirector - Item 3 on the Agenda - the following are details regarding my/ourbeing a "Controlling Shareholder" (pursuant to Section 239(b) of the CompaniesLaw):____________________________________________________________________________________________________________________________________________________ ____________________ _____________________ Date Signature ________________________________________________________________________________Stockholders who hold stock through a Stock Exchange member (pursuant to Section177(1) of the Companies Law) - the voting paper is only valid together with acertificate of ownership. Stockholders registered in the Register of Shareholders of the Bank - the votingpaper is only valid together with a copy of an identity document/passport/certificate of incorporation. -------------------------- (1) Lack of completion will be considered abstention from voting with regard tothe relevant item(2) The votes of a stockholder who does not complete this column, or who indicates "yes" and does not provide details, will not be counted.*Please provide details. This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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