28th Apr 2008 14:49
Leumi International Investments NV28 April 2008 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] 28 April 2008 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 28 April 2008, it was resolved to call an Annual 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, 5 June 2008 at 10:30 am at BeitLyn, 35 Yehuda Halevi Street, Tel Aviv 2. The date for determining the right to participate in and vote at the GeneralMeeting is 5 May 2008. 3. Items on the agenda: See Annex 1 attached hereto. There is no 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: 12June 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] Annex1 BANK LEUMI LE-ISRAEL B.M. NOTICE TO HOLDERS OF ORDINARY STOCK Notice is hereby given that the fifty-seventh Annual General Meeting of the Bankwill be held at Lyn House, 35 Yehuda Halevi Street, Tel Aviv, on Thursday, 5June 2008 at 10:30 am, for the following purposes: 1. To receive and discuss the Financial Statements and the Reports of theDirectors and Auditors for the year ending 31 December 2007; 2. To approve the distribution of a dividend in respect of the fourth quarter of2007, of some 18.4% of the paid-up capital (some NIS 0.18 for every NIS 1.0 parvalue of ordinary stock), constituting some 52.2% of the net profit for thefourth quarter of 2007, to be paid on 30 June 2008. (Should additional optionsbe exercised up until the record date, the rate of the dividend in relation tothe paid-up capital, and the amount of the dividend per share will be reducedaccordingly.)Together with the dividend for the first nine months of 2007, which was paid inFebruary 2008, the total dividends in respect of 2007 will reach some 50.2% ofthe net profit for 2007; 3. To reelect the Auditors Somekh Chaikin and Kost Forer Gabbay & Kasierer, andto authorize the Audit Committee of the Board of Directors to fix theirremuneration; 4. To approve an amendment to Article 8 of the Articles of Association, by theaddition of the following paragraph: "The Board of Directors may delegate itsauthority to allot shares arising from the exercise or conversion of securitiesof the Company - to a Board Committee, to the General Manager of the Company orto any other person recommended to the Board of Directors by the GeneralManager"; 5. To approve the payment of a bonus to the Chairman of the Board of Directors; 6. To reelect three Directors: (a) Mr. Rami Avraham Guzman, (b) Adv. JacobMashaal, (c) Mr. Zvi Koren; and (d) to elect a new Director, Adv. Miri (Miriyam)Katz; (a separate vote will be held in respect of the election of eachcandidate); 7. 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 of18 months commencing 30 April 2008, with cover of up to U.S.$ 260 million at apremium not exceeding U.S.$ 1,800 thousand; and 8. To approve the resolutions concerning approval of holding positions anddisclosure by officers, according to the text presented to the Meeting. The majority required to approve the resolutions is an ordinary majority of thetotal voting rights of the stockholders entitled to vote and who voted in personor by proxy. The date for determining the entitlement of all stockholders to vote at theGeneral Meeting is Tuesday, 5 May 2008. A stockholder entitled to attend and vote may vote by means of a voting paper,pursuant to the Companies Law and the Companies (Written Voting and PositionPapers) Regulations, 2005 (the "Regulations"), such being in respect of Items 5to 8 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, 15 May2008. The final date for delivery of voting papers to the Bank is Monday, 2 June 2008,at 10:30 am. Apart from the option of voting by means of a voting paper in respect of theitems previously mentioned, a stockholder entitled to attend and vote mayappoint a proxy or proxies to attend and vote on his or her behalf. A proxy neednot 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 Directors (Item 6 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 such a proxyholder from representing more than one stockholder. Tel Aviv, 29 April 2008 By Order of the Board of Directors Jennifer Janes, Adv. Group Secretary * i.e. any stockholder 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. Annex 2 Details of the Items on the Agenda of the General Meeting: Item 1: The Financial Statements for 2007 The Annual Report of the Bank for 2007 may be viewed at the Magna website of theIsrael Securities Authority and at the website of the Bank, www.leumi.co.il. In addition, copies are available on request from the Secretariat of the Bank,P.O. Box 2, Tel Aviv 61000, or telephone 03-5149716. Text of the Resolution: To receive and discuss the Financial Statements and theReports of the Directors and Auditors for the year ending 31 December 2007. 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: Approval of the Distribution of a Dividend in respect of the FourthQuarter of 2007 Description of Item: In light of the dividend policy and considering the resultsof the Bank for the fourth quarter of 2007, the Board of Directors hasrecommended to the General Meeting the distribution of a cash dividend (of someNIS 270 million) of some 52.2% of the net profit for the fourth quarter of 2007.Together with the dividend in respect of the first nine months of 2007, whichwas paid in February 2008, the total dividends in respect of 2007 will reachsome 50.2% of the profit for the year. Subject to the approval of the General Meeting, the said dividend in respect ofthe fourth quarter of 2007 will be paid on 30 June 2008 to holders of theordinary stock of the Bank who hold stock as of 17 June 2008 (the record date).The stock will trade "ex" dividend on 18 June 2008. Based on the paid-up sharecapital as of 27 April 2008, the dividend in respect of the fourth quarter of2007 is at a rate of some 18.4% of the paid-up capital and the dividend pershare will be NIS 0.18 for every NIS 1.0 par value of ordinary stock. Shouldadditional options be exercised up until the record date, the rate of thedividend in relation to the paid-up capital, and the amount of the dividend pershare will be reduced accordingly. Text of the Resolution: To approve the distribution of a dividend in respect ofthe fourth quarter of 2007, of some 18.4% of the paid-up capital (some NIS 0.18for every NIS 1.0 par value of ordinary stock), constituting some 52.2% of thenet profit for the fourth quarter of 2007, to be paid on 30 June 2008. (Shouldadditional options be exercised up until the record date, the rate of thedividend in relation to the paid-up capital, and the amount of the dividend pershare will be reduced accordingly.)Together with the dividend for the first nine months of 2007, which was paid inFebruary 2008, the total dividends in respect of 2007 will reach some 50.2% ofthe net profit for 2007. 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 Auditors Description of Item: The Annual General Meeting is requested to approve thereelection of the joint auditors of the Bank, Somekh Chaikin and Kost ForerGabbay & Kasierer and to authorize the Audit Committee of the Board of Directorsto fix their remuneration. For the report to the Annual General Meeting on theremuneration of the Auditors, see page 225 of the Annual Report of the Bank. Text of the Resolution: To reelect the Auditors Somekh Chaikin and Kost ForerGabbay & Kasierer, and to authorize the Audit Committee of the Board ofDirectors to fix their remuneration. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 4: Amendment to Article 8 of the Articles of Association (By-laws) of theBank Description of Item: An amendment is proposed to Article 8 of the Articles ofAssociation of the Bank, pursuant to section 288(b)(1) of the Companies Law,1999. The amendment will allow the Board of Directors of the Bank to delegateits authority to allot shares of the Bank within the framework of the exerciseor conversion of convertible securities issued by the Bank. Since, according to the option program of the employees of the Bank, theemployees may exercise the options every day, the Allotment Committee of theBoard of Directors is required to approve resolutions of a technical natureevery few days. In order to enable the allotment of shares under the optionprogram on an ongoing basis, without the need for convening the Committee, it isproposed to allow the Board of Directors to delegate its authority in thisregard also to the Chief Executive Officer of the Bank or another personrecommended by the Chief Executive Officer, and all in accordance with theprovisions of section 288 of the Companies Law. Text of the Resolution: To approve an amendment to Article 8 of the Articles ofAssociation, by the addition of the following paragraph: "The Board of Directorsmay delegate its authority to allot shares arising from the exercise orconversion of securities of the Company - to a Board Committee, to the GeneralManager of the Company or to any other person recommended to the Board ofDirectors by the General Manager". 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: Payment of a Bonus to the Chairman of the Board of Directors Description of Item: For the sake of good order, below are the details regardingthe proposed payment of a bonus to the Chairman of the Board of Directors, whichwere included in the Immediate Report filed by the Bank on 31 March 2008,pursuant to the directives of the Israel Securities Authority with regard todisclosure relating to the approval of compensation of senior officers: On 30 March 2008, following the approval of the Audit Committee, the Board ofDirectors of the Bank approved, as detailed below, compensation in respect of2007 for Mr. Eitan Raff, Chairman of the Board of Directors (subject to theapproval of the General Meeting) (the "Bonus to the Chairman of the Board ofDirectors"). 1. Payment of the Bonus to the Chairman of the Board of Directors was discussedat a number of meetings of the Compensation Committee of the Board of Directors,and a number of meetings of the Administration Committee of the Board ofDirectors, was discussed and approved by the Audit Committee of the Board ofDirectors on 30 March 2008, and following discussions held by the Board ofDirectors of the Bank on 26 February 2008 and 17 March 2008, was approved by theBoard of Directors on 30 March 2008. Payment of the bonus to the Chairman of theBoard of Directors is subject to the approval of the General Meeting of theBank. 2. The financial results of the Bank for 2007 were presented to the said organsof the Bank, together with comparisons with recent years and comparisons withavailable financial results of other banks in the system. In addition, financialdata was presented regarding the terms of employment and bonuses paid to theChairman of the Board of Directors, the President and Chief Executive Officerand the Management of the Bank in previous years, as well as data, to the extentthat it had been published to the public, regarding bonuses, salary and benefitsgranted to the chairmen of the boards of directors, the chief executive officersand the members of the management of other banks, other companies in the Israelicapital market, and other relevant companies in the Israeli economy. 3. Amount of the Bonus Approved in respect of 2007: Following consideration and discussions by the Audit Committee and the Board ofDirectors regarding the bonus of the Chairman of the Board of Directors, afterconsideration, inter alia, of the background material presented to them, and ofthe recommendations of the Compensation Committee and the AdministrationCommittee of the Bank, and having received a report on the position of theShares Committee of the Bank, the Audit Committee and thereafter the Board ofDirectors resolved to approve a bonus for the Chairman of the Board of Directorsin the amount of NIS 4 million. 4. The Rationale for Granting the Bonus: The considerations forming the basis for the resolutions of the Audit Committeeand the Board of Directors regarding the granting of the Bonus to the Chairmanof the Board of Directors in respect of 2007 and the determination of itsamount, included, inter alia: - 2007 was a special year during which the Chairman of the Board of Directorsand other senior managers of the Bank led the Bank to outstanding achievements,and to the best results out of the five largest banks in the system, and madethe Bank the most profitable bank in the system.Net operating profit increased from NIS 1.454 billion in 2006 to NIS 2.984billion in 2007 - the year in which the Bank achieved the highest net operatingprofit in its history. Net return of net operating profit on shareholders'equity rose from 8.3% in 2006 to 15.4% in 2007. - The fact that the Bank has no option program for the Chairman of the Board ofDirectors and senior management. It should be noted that the Bank has an optionprogram for all its employees, including the Chairman of the Board of Directorsand senior management, but no special option program exists for the Chairman ofthe Board of Directors and senior management, as is the norm at other banks andother large financial institutions. - Determination of the compensation level for the Chairman of the Board ofDirectors of the Bank is carried out against the background of acceptedcompensation levels for senior officers in corresponding positions in thebanking system and other large financial institutions. - Determination of the compensation level was carried out while taking intoaccount general public considerations. The Audit Committee and Board of Directors are satisfied that the compensationapproved by them for the Chairman of the Board of Directors in respect of 2007,is appropriate and reasonable considering the circumstances and compared withthe banking system as a whole. Text of the Resolution: To approve the payment of a bonus to the Chairman of theBoard of Directors, Mr. Eitan Raff, in respect of the results of 2007, in theamount of NIS 4 million. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6: Election of Directors Description of Item: Mr. Rami Avraham Guzman, Adv. Jacob Mashaal, Mr. Zvi Korenand Ms. Vered Raichman are retiring by rotation (pursuant to the Articles ofAssociation of the Bank). Messrs. Guzman, Mashaal and Koren are offeringthemselves for reelection. Their continued service as Directors is subject tothe approval of the Supervisor of Banks. The shares committee of the Bank has notified the Bank of its intention topropose the above three Directors for reelection at the General Meeting,pursuant to the Bank Shares (Arrangement Shares) (Temporary Provision) Law,1993, and of its intention to propose Adv. Miri Katz for election as a newDirector. Adv. Katz has been approved for service as a Director by theSupervisor of Banks. Item 6(a): Reelection of Mr. Rami Avraham Guzman as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Rami Avraham Guzman (1A) Identity Number: 1118132 (2) Date of Birth: 11 March 1939 (3) Address for Service of Court Documents: 8 Ruchama Street, Ramat Gan 52354 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the CreditCommittee, Audit Committee, Committee for the Approval of Transactions, FinanceCommittee, Administration Committee, Committee for Supervision and Monitoringthe Hermesh Project. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Political Science and M.A. in BusinessAdministration and Public Administration, The Hebrew University of Jerusalem. Company Director, Consultant to Public/Government Companies and Institutions.Consultant to companies in the fields of electronics and communications. Director and Shareholder, Rami Guzman Initiatives and Consulting Ltd. Director, Adamind Ltd., Afcon Electro Mechanics Ltd. and Ampa Capital Ltd. Consultant to Metrolight Ltd. Member of Advisory Committee, Micromedic Technologies Ltd. Member of Investment Committee, Israel Infrastructure Fund I-A, L.P., IsraelInfrastructure Fund I-B, L.P., Israel Infrastructure Fund I-C, L.P. and IsraelInfrastructure Management 1 Ltd. Member of Credit Committee, B.S.S.CH. - The Israeli Credit Insurance CompanyLtd. Member of government committees, including the Water Industry OrganizationCommittee (until 2007) and Encouragement of Investments Committee (since 2007). Until January 2008, Permanent Advisor to Vishay Israel Ltd. Until May 2006, Director of Taldor Communications Ltd. Until July 2005, Director of Discount Provident Fund Management Ltd. Until 2005, Vice-President of Motorola, Inc. Until December 2004, Director and Chief Financial Officer of Motorola IsraelLtd., Director of Mirs Communications Ltd., Bar-Mot Communication Ltd., AfconIndustries Ltd. and Beeper Communications Israel 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 Mr. Rami Avraham Guzman as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(b): Reelection of Adv. Jacob Mashaal as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Adv. Jacob Mashaal (1A) Identity Number: 070908348 (2) Date of Birth: 1 November 1938 (3) Address for Service of Court Documents: 99 Moshav Neve Yaraq, 49945 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the CreditCommittee, Finance Committee, Administration Committee, Committee for theApproval of Conflicts of Interest. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Statistics, B.A. in Law and M.B.A., The HebrewUniversity of Jerusalem. Company Manager. Chairman of the Board of Directors, CEO and Owner, IBECO Ltd. and J. Mashaal &Sons Entrepreneurs Ltd. Chairman of the Board of Directors, CEO and Shareholder, Lev Afek Ltd. andA.V.M.S. Investments Ltd. Member of Management Committee, Moshav Neve Yaraq Ltd. Until October 2006, Director of Private Lease Ltd., Gazit Credit Ltd., GazitLeasing (Member of Gazit Financing Group) Ltd., Gazit Finance (Member of GazitFinancing Group) Ltd., Z.A. Collateral Investments Ltd. Director, CEO and Shareholder, Inbar Lease and Finance 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 Adv Jacob Mashaal as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(c): Reelection of Mr. Zvi Koren as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Zvi Koren (1A) Identity Number: 9797200 (2) Date of Birth: 10 February 1940 (3) Address for Service of Court Documents: 14 Mishol Moran Street, Jerusalem97282 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the AuditCommittee, Committee for the Approval of Transactions, Finance Committee andAdministration Committee. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Statistics and M.B.A., The Hebrew University ofJerusalem. Economic Consultant. Director and Shareholder, Teconomy Ltd. External Director, Boymelgreen Capital Ltd. and E-Sim Ltd. Until June 2005, Director of Emda Mututal Fund Management Ltd. Until 2004, External Director of Al-Bad Mishuot Itzhak 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 Mr. Zvi Koren as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(d): Election of a New Director, Adv. Miri (Miriyam) Katz Description of the Item: Ms. Vered Raichman, who has served as a Director of theBank since 1995, announced that she will not be offering herself for reelectionat the General Meeting. Ms. Raichman has contributed much to the advancement ofthe business of the Bank and its betterment. As previously mentioned, the Shares Committee has announced its intention topropose that the General Meeting elect Adv. Miri Katz as a new Director is herplace. Details regarding the candidate for election as a new Director to the best ofthe knowledge of the Bank: (1) Name: Adv. Miri (Miriyam) Katz (1A) Identity Number: 050568070 (2) Date of Birth: 4 March 1951 (3) Address for Service of Court Documents: 18/32 Michael Neeman Ave., Tel Aviv69581 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: N/A (6) Is she an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (7) Is she 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: Followingapproval of the General Meeting. (9) Education and employment during the last five years and details of thecorporations where she serves as a director: Education: LL.B - The Hebrew University of Jerusalem. Advocate. External Director of Itamar Medical Ltd. and Tower Semiconductor Ltd. Director of The Caesarea Edmond Benjamin de Rothschild Development CorporationLtd., The Caesarea Edmond Benjamin de Rothschild Fund, The Edmond and Nadine deRothschild Israel Fund. CEO of Miri Katz Projects Ltd. and the "Ima" Fund (Registered Non-ProfitSociety). Until 2006, External Director of the Bank of Jerusalem Ltd. Until 2003, Member of the Licenses Committee of the Banking SupervisionDepartment and Member of the Advisory Committee to the Supervisor of Banks. (10) Is she a family member of another interested party of the corporation - No (11) Does she possess accounting or financial expertise - Yes Text of the Resolution: To elect Adv. Miri (Miriyam) Katz as a new Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 7: Approval of the Purchase of a New Directors' and other Officers'Liability Insurance Policy (D&O) Description of Item: As you may recall, the Special General Meeting of the Bankheld in January of this year approved the purchase of an insurance policy inrespect of the liability of the Directors and other officers of the Bank and theGroup, including overseas subsidiaries, for a period of one year commencing 1July 2007, with cover of U.S.$ 207.5 million (with a right of reinstatement ofU.S.$ 197.5) at a premium of U.S.$ 1,268 thousand. In light of the decrease in the value of the dollar, the currency in which thepolicy is denominated, and the decrease in the cost of premiums in the market atthe moment, it is proposed to purchase cover of U.S.$ 260 million for a periodof 18 months, commencing 30 April 2008 (while canceling the existing cover inrespect of May and June 2008). The Audit Committee, and thereafter the Board of Directors of the Bank, approvedthe purchase of an insurance policy in respect of the liability of the Directorsand other officers of the Bank and the Group, including overseas subsidiaries,for a period of 18 months commencing 30 April 2008, with cover of U.S.$ 260million (with a right of reinstatement of U.S.$ 250) at a premium not exceedingU.S.$ 1,800 thousand. 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 18 months commencing 30 April 2008, with cover of up toU.S.$ 260 million at a premium not exceeding U.S.$ 1,800 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 8: Resolutions concerning Approval of Holding Positions and Disclosure byOfficers Description of Item: The General Meeting is requested to approve resolutionsregarding the approval of holding positions and disclosure by the Bank'sofficers. Similar resolutions were approved by the Annual General Meeting heldon 20 May 2007. The Companies Law imposes on the officers of the Bank a duty to refrain from anyact that may constitute a conflict of interests between holding their positionsin the Bank and holding another position, including a position with companies inthe Leumi Group, or their personal interests. However, the Bank may approve theexistence of such a conflict of interests; that is to say, the Bank may agreethat its officer hold a position in addition to his positions in the Bank, afterthe officer has disclosed to the Bank the positions he holds outside the Bank. It is clarified that the approval set out in the proposed resolutions does notconstitute approval of a specific act or transaction in which an officer of theBank is involved through his position outside the Bank, if such specific act ortransaction requires approval under the Companies Law. In addition, the Companies Law imposes on officers the obligation to discloseexisting or proposed transactions of the Bank in which the officer has apersonal interest. Where such personal interest also includes a personalinterest of a corporation in which the officer or his relative has an interest(such as acting as a director of such corporation) such a duty of disclosure isimposed on the officer, whether or not the transaction is in the ordinary courseof business. The Companies Law also sets out the manner of approval of suchtransactions of the Bank and provides that the Bank may approve transactions inthe ordinary course of business in the manner provided in its Articles ofAssociation. It is therefore proposed that these resolutions be approved, following theirapproval by the Audit Committee and subsequently by the Board of Directors, asrequired by the Companies Law. Text of the Resolution: To approve the resolutions concerning approval ofholding positions and disclosure by officers, pursuant to the text presented tothe Meeting. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. 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 Annual General Meetingto be held on Thursday, 5 June 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: Annual GeneralMeeting. The General Meeting will be held on Thursday, 5 June 2008 at 10:30 amat 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,12 June 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 5: Payment of a Bonus to the Chairman of the Board of Directors Description of Item: For the sake of good order, below are the details regardingthe proposed payment of a bonus to the Chairman of the Board of Directors, whichwere included in the Immediate Report filed by the Bank on 31 March 2008,pursuant to the directives of the Israel Securities Authority with regard todisclosure relating to the approval of compensation of senior officers: On 30 March 2008, following the approval of the Audit Committee, the Board ofDirectors of the Bank approved, as detailed below, compensation in respect of2007 for Mr. Eitan Raff, Chairman of the Board of Directors (subject to theapproval of the General Meeting) (the "Bonus to the Chairman of the Board ofDirectors"). 1. Payment of the Bonus to the Chairman of the Board of Directors was discussedat a number of meetings of the Compensation Committee of the Board of Directors,and a number of meetings of the Administration Committee of the Board ofDirectors, was discussed and approved by the Audit Committee of the Board ofDirectors on 30 March 2008, and following discussions held by the Board ofDirectors of the Bank on 26 February 2008 and 17 March 2008, was approved by theBoard of Directors on 30 March 2008. Payment of the bonus to the Chairman of theBoard of Directors is subject to the approval of the General Meeting of theBank. 2. The financial results of the Bank for 2007 were presented to the said organsof the Bank, together with comparisons with recent years and comparisons withavailable financial results of other banks in the system. In addition, financialdata was presented regarding the terms of employment and bonuses paid to theChairman of the Board of Directors, the President and Chief Executive Officerand the Management of the Bank in previous years, as well as data, to the extentthat it had been published to the public, regarding bonuses, salary and benefitsgranted to the chairmen of the boards of directors, the chief executive officersand the members of the management of other banks, other companies in the Israelicapital market, and other relevant companies in the Israeli economy. 3. Amount of the Bonus Approved in respect of 2007: Following consideration and discussions by the Audit Committee and the Board ofDirectors regarding the bonus of the Chairman of the Board of Directors, afterconsideration, inter alia, of the background material presented to them, and ofthe recommendations of the Compensation Committee and the AdministrationCommittee of the Bank, and having received a report on the position of theShares Committee of the Bank, the Audit Committee and thereafter the Board ofDirectors resolved to approve a bonus for the Chairman of the Board of Directorsin the amount of NIS 4 million. 4. The Rationale for Granting the Bonus: The considerations forming the basis for the resolutions of the Audit Committeeand the Board of Directors regarding the granting of the Bonus to the Chairmanof the Board of Directors in respect of 2007 and the determination of itsamount, included, inter alia: - 2007 was a special year during which the Chairman of the Board of Directorsand other senior managers of the Bank led the Bank to outstanding achievements,and to the best results out of the five largest banks in the system, and madethe Bank the most profitable bank in the system.Net operating profit increased from NIS 1.454 billion in 2006 to NIS 2.984billion in 2007 - the year in which the Bank achieved the highest net operatingprofit in its history. Net return of net operating profit on shareholders'equity rose from 8.3% in 2006 to 15.4% in 2007. - The fact that the Bank has no option program for the Chairman of the Board ofDirectors and senior management. It should be noted that the Bank has an optionprogram for all its employees, including the Chairman of the Board of Directorsand senior management, but no special option program exists for the Chairman ofthe Board of Directors and senior management, as is the norm at other banks andother large financial institutions. - Determination of the compensation level for the Chairman of the Board ofDirectors of the Bank is carried out against the background of acceptedcompensation levels for senior officers in corresponding positions in thebanking system and other large financial institutions. - Determination of the compensation level was carried out while taking intoaccount general public considerations. The Audit Committee and Board of Directors are satisfied that the compensationapproved by them for the Chairman of the Board of Directors in respect of 2007,is appropriate and reasonable considering the circumstances and compared withthe banking system as a whole. Text of the Resolution: To approve the payment of a bonus to the Chairman of theBoard of Directors, Mr. Eitan Raff, in respect of the results of 2007, in theamount of NIS 4 million. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6: Election of Directors Description of Item: Mr. Rami Avraham Guzman, Adv. Jacob Mashaal, Mr. Zvi Korenand Ms. Vered Raichman are retiring by rotation (pursuant to the Articles ofAssociation of the Bank). Messrs. Guzman, Mashaal and Koren are offeringthemselves for reelection. Their continued service as Directors is subject tothe approval of the Supervisor of Banks. The shares committee of the Bank has notified the Bank of its intention topropose the above three Directors for reelection at the General Meeting,pursuant to the Bank Shares (Arrangement Shares) (Temporary Provision) Law,1993, and of its intention to propose Adv. Miri Katz for election as a newDirector. Adv. Katz has been approved for service as a Director by theSupervisor of Banks. Item 6(a): Reelection of Mr. Rami Avraham Guzman as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Rami Avraham Guzman (1A) Identity Number: 1118132 (2) Date of Birth: 11 March 1939 (3) Address for Service of Court Documents: 8 Ruchama Street, Ramat Gan 52354 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the CreditCommittee, Audit Committee, Committee for the Approval of Transactions, FinanceCommittee, Administration Committee, Committee for Supervision and Monitoringthe Hermesh Project. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Political Science and M.A. in BusinessAdministration and Public Administration, The Hebrew University of Jerusalem. Company Director, Consultant to Public/Government Companies and Institutions.Consultant to companies in the fields of electronics and communications. Director and Shareholder, Rami Guzman Initiatives and Consulting Ltd. Director, Adamind Ltd., Afcon Electro Mechanics Ltd. and Ampa Capital Ltd. Consultant to Metrolight Ltd. Member of Advisory Committee, Micromedic Technologies Ltd. Member of Investment Committee, Israel Infrastructure Fund I-A, L.P., IsraelInfrastructure Fund I-B, L.P., Israel Infrastructure Fund I-C, L.P. and IsraelInfrastructure Management 1 Ltd. Member of Credit Committee, B.S.S.CH. - The Israeli Credit Insurance CompanyLtd. Member of government committees, including the Water Industry OrganizationCommittee (until 2007) and Encouragement of Investments Committee (since 2007). Until January 2008, Permanent Advisor to Vishay Israel Ltd. Until May 2006, Director of Taldor Communications Ltd. Until July 2005, Director of Discount Provident Fund Management Ltd. Until 2005, Vice-President of Motorola, Inc. Until December 2004, Director and Chief Financial Officer of Motorola IsraelLtd., Director of Mirs Communications Ltd., Bar-Mot Communication Ltd., AfconIndustries Ltd. and Beeper Communications Israel 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 Mr. Rami Avraham Guzman as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(b): Reelection of Adv. Jacob Mashaal as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Adv. Jacob Mashaal (1A) Identity Number: 070908348 (2) Date of Birth: 1 November 1938 (3) Address for Service of Court Documents: 99 Moshav Neve Yaraq, 49945 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the CreditCommittee, Finance Committee, Administration Committee, Committee for theApproval of Conflicts of Interest. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Statistics, B.A. in Law and M.B.A., The HebrewUniversity of Jerusalem. Company Manager. Chairman of the Board of Directors, CEO and Owner, IBECO Ltd. and J. Mashaal &Sons Entrepreneurs Ltd. Chairman of the Board of Directors, CEO and Shareholder, Lev Afek Ltd. andA.V.M.S. Investments Ltd. Member of Management Committee, Moshav Neve Yaraq Ltd. Until October 2006, Director of Private Lease Ltd., Gazit Credit Ltd., GazitLeasing (Member of Gazit Financing Group) Ltd., Gazit Finance (Member of GazitFinancing Group) Ltd., Z.A. Collateral Investments Ltd. Director, CEO and Shareholder, Inbar Lease and Finance 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 Adv Jacob Mashaal as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(c): Reelection of Mr. Zvi Koren as a Director Details regarding the candidate for reelection, to the best of the knowledge ofthe Bank: (1) Name: Zvi Koren (1A) Identity Number: 9797200 (2) Date of Birth: 10 February 1940 (3) Address for Service of Court Documents: 14 Mishol Moran Street, Jerusalem97282 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: Member of the AuditCommittee, Committee for the Approval of Transactions, Finance Committee andAdministration Committee. (6) Is he an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (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: 29 June 2005 (9) Education and employment during the last five years and details of thecorporations where he serves as a director: Education: B.A. in Economics and Statistics and M.B.A., The Hebrew University ofJerusalem. Economic Consultant. Director and Shareholder, Teconomy Ltd. External Director, Boymelgreen Capital Ltd. and E-Sim Ltd. Until June 2005, Director of Emda Mututal Fund Management Ltd. Until 2004, External Director of Al-Bad Mishuot Itzhak 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 Mr. Zvi Koren as a Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 6(d): Election of a New Director, Adv. Miri (Miriyam) Katz Description of the Item: Ms. Vered Raichman, who has served as a Director of theBank since 1995, announced that she will not be offering herself for reelectionat the General Meeting. Ms. Raichman has contributed much to the advancement ofthe business of the Bank and its betterment. As previously mentioned, the Shares Committee has announced its intention topropose that the General Meeting elect Adv. Miri Katz as a new Director is herplace. Details regarding the candidate for election as a new Director to the best ofthe knowledge of the Bank: (1) Name: Adv. Miri (Miriyam) Katz (1A) Identity Number: 050568070 (2) Date of Birth: 4 March 1951 (3) Address for Service of Court Documents: 18/32 Michael Neeman Ave., Tel Aviv69581 (4) Citizenship: Israeli (5) Membership of Committees of the Board of Directors: N/A (6) Is she an External Director as defined in the Companies Law and possessingaccounting and financial expertise or professional qualifications: No (7) Is she 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: Followingapproval of the General Meeting. (9) Education and employment during the last five years and details of thecorporations where she serves as a director: Education: LL.B - The Hebrew University of Jerusalem. Advocate. External Director of Itamar Medical Ltd. and Tower Semiconductor Ltd. Director of The Caesarea Edmond Benjamin de Rothschild Development CorporationLtd., The Caesarea Edmond Benjamin de Rothschild Fund, The Edmond and Nadine deRothschild Israel Fund. CEO of Miri Katz Projects Ltd. and the "Ima" Fund (Registered Non-ProfitSociety). Until 2006, External Director of the Bank of Jerusalem Ltd. Until 2003, Member of the Licenses Committee of the Banking SupervisionDepartment and Member of the Advisory Committee to the Supervisor of Banks. (10) Is she a family member of another interested party of the corporation - No (11) Does she possess accounting or financial expertise - Yes Text of the Resolution: To elect Adv. Miri (Miriyam) Katz as a new Director. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. Item 7: Approval of the Purchase of a New Directors' and other Officers'Liability Insurance Policy (D&O) Description of Item: As you may recall, the Special General Meeting of the Bankheld in January of this year approved the purchase of an insurance policy inrespect of the liability of the Directors and other officers of the Bank and theGroup, including overseas subsidiaries, for a period of one year commencing 1July 2007, with cover of U.S.$ 207.5 million (with a right of reinstatement ofU.S.$ 197.5) at a premium of U.S.$ 1,268 thousand. In light of the decrease in the value of the dollar, the currency in which thepolicy is denominated, and the decrease in the cost of premiums in the market atthe moment, it is proposed to purchase cover of U.S.$ 260 million for a periodof 18 months, commencing 30 April 2008 (while canceling the existing cover inrespect of May and June 2008). The Audit Committee, and thereafter the Board of Directors of the Bank, approvedthe purchase of an insurance policy in respect of the liability of the Directorsand other officers of the Bank and the Group, including overseas subsidiaries,for a period of 18 months commencing 30 April 2008, with cover of U.S.$ 260million (with a right of reinstatement of U.S.$ 250) at a premium not exceedingU.S.$ 1,800 thousand. 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 18 months commencing 30 April 2008, with cover of up toU.S.$ 260 million at a premium not exceeding U.S.$ 1,800 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 8: Resolutions concerning Approval of Holding Positions and Disclosure byOfficers Description of Item: The General Meeting is requested to approve resolutionsregarding the approval of holding positions and disclosure by the Bank'sofficers. Similar resolutions were approved by the Annual General Meeting heldon 20 May 2007. The Companies Law imposes on the officers of the Bank a duty to refrain from anyact that may constitute a conflict of interests between holding their positionsin the Bank and holding another position, including a position with companies inthe Leumi Group, or their personal interests. However, the Bank may approve theexistence of such a conflict of interests; that is to say, the Bank may agreethat its officer hold a position in addition to his positions in the Bank, afterthe officer has disclosed to the Bank the positions he holds outside the Bank. It is clarified that the approval set out in the proposed resolutions does notconstitute approval of a specific act or transaction in which an officer of theBank is involved through his position outside the Bank, if such specific act ortransaction requires approval under the Companies Law. In addition, the Companies Law imposes on officers the obligation to discloseexisting or proposed transactions of the Bank in which the officer has apersonal interest. Where such personal interest also includes a personalinterest of a corporation in which the officer or his relative has an interest(such as acting as a director of such corporation) such a duty of disclosure isimposed on the officer, whether or not the transaction is in the ordinary courseof business. The Companies Law also sets out the manner of approval of suchtransactions of the Bank and provides that the Bank may approve transactions inthe ordinary course of business in the manner provided in its Articles ofAssociation. It is therefore proposed that these resolutions be approved, following theirapproval by the Audit Committee and subsequently by the Board of Directors, asrequired by the Companies Law. Text of the Resolution: To approve the resolutions concerning approval ofholding positions and disclosure by officers, pursuant to the text presented tothe Meeting. Required Majority: An ordinary majority of the total voting rights of thestockholders entitled to vote and who voted in person or by proxy. 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 Item8, 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. 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, 2 June 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 Thursday, 15 May 2008. 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. Friday,23 May 2008. 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 made 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 a 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 (5 May 2008), hold an amountconstituting five percent or more of the total voting rights in the Bank, andthe holder of said amount out of the total voting rights that are not held bythe 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 73,225,978* 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 59,237,908* par valueordinary stock of the Bank. * As of 27 April 2008, and subject to change following allotment of additionalshares due to the exercise of outstanding options, until the said record date. 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, 5 June 2008, at 10:30 am Type of Meeting: Annual Record Date: Monday, 5 May 2008 (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 approval of a transactionNumber on pursuant to section 255 of the Companies Law -the Agenda Do you have a personal interest in the Resolution (Item 8)(2)?---------- --------------------- ---------------------------------------------- In Against Abstain Yes* No Favor---------- -------------------- ----------------------------------------------56(a)6(b)6(c)6(d)78 Regarding the Resolution concerning approval of holding positions and disclosureby officers - Item 8 on the Agenda - the following are the details regarding my/our having a "personal interest in the Resolution" (pursuant to Section 255 ofthe Companies Law):________________________________________________________________________________________________________________________________________________________________ ____________________ ____________________ 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) Failure to complete 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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