15th Sep 2008 08:49
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]
14 September 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 14 September 2008, it was resolved to call a Special General Meeting.
Registration No. of the security with the Tel Aviv Stock Exchange entitling the holders thereof to participate in the General Meeting: 604611
The General Meeting will be held on Tuesday, 7 October 2008 at 10:00 am at Beit Lyn, 35 Yehuda Halevi Street, Tel Aviv
2. The date for determining the right to participate in and vote at the General Meeting is 22 September 2008.
3. Items on the agenda:
See Annex 1 attached hereto.
The agenda does not include a proposal regarding the appointment of an External Director.
The text of the proposed resolutions or summary of their main points:
See Annex 2 attached hereto.
4. No Voting Paper or Position Papers are attached hereto.
Address of the website at which one may vote, in a case where the company is allowing voting through the internet: N/A
E-mail address of the company for statutory submissions required by a Stock Exchange Member in a case where the company is allowing voting through the internet: N/A
5. Required legal quorum for holding the Meeting: Three members present in person.
6. In the absence of a legal quorum, the adjourned Meeting will be held on: 26 October 2008 at 10:00 am at Beit Lyn, 35 Yehuda Halevi Street, Tel Aviv.
7. Time and place for viewing each proposed resolution whose text is not fully presented 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 Secretary
POB 2 Tel Aviv 61000, Phone: + 972 3 5149419, Facsimile: + 972 3 5149732,
Electronic Mail: [email protected]
Annex 1
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 held at the Bank's offices at Lyn House, 35 Yehuda Halevi Street, Tel Aviv, on Tuesday, 7 October 2008 at 10:00 am, to approve the following resolution:
To approve an increase in the authorized share capital of the Bank to NIS 2,215,000,000, by the creation of 500,000,000 ordinary shares of NIS 1.0 par value each, which shall, upon being issued and fully paid, be convertible into stock - for the purpose of the issue of hybrid subordinated capital notes.
The majority required to approve the resolution is an ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy.
The date for determining the entitlement of all stockholders to vote at the General Meeting is Monday, 22 September 2008.
A stockholder entitled to attend and vote may appoint a proxy or proxies to attend and vote on his or her behalf. A proxy need not be a stockholder of the Bank.
To be effective, the proxy, together with the power of attorney (if any) under which it is signed, must reach the registered office of the Bank no less than 48 hours prior to the time of the Meeting. In the case of stockholders who are not registered in the Register of Shareholders, he/she must attach to the proxy a certificate of ownership from a Stock Exchange member, in accordance with the Companies (Proof of Ownership of Shares for the Purpose of Voting at a General Meeting) Regulations, 2000.
Details of the circumstances under which the Notes may be converted, either fully or partially, into ordinary shares of the Bank, may be examined at the Secretariat of the Bank at the registered office of the Bank, Leumi House, 34 Yehuda Halevi Street, Tel Aviv, tel: +972 3 514 9716 between 08:00 and 15:00.
Tel Aviv, 15 September 2008
By Order of the Board of Directors
Jennifer Janes, Adv.
Group Secretary
Annex 2
Leumi House
34 Yehuda Halevi Street
P.O. Box 2
Tel Aviv 61000
Israel
Tel: 972-3-5149716
15 September 2008
To the Ordinary Stockholders
Dear Stockholder,
Enclosed herewith for your examination is Notice of a Special General Meeting of the Bank, to be held on Tuesday, 7 October 2008, and a proxy form therefor.
The Bank, subject to obtaining the required authorizations, intends to execute a number of issues of hybrid subordinated capital notes ("Hybrid Notes") in the coming years, in a total amount of up to NIS 3 billion, to be recognized by the Bank of Israel as part of the Bank's Tier I capital.
Issue of the Hybrid Notes will lead to an increase in the Bank's capital adequacy ratio, which will enable the Bank to continue to develop its business, will support its dividend policy, and improve its return on equity.
The Bank considers that raising the capital adequacy ratio should be carried out at this time in light of adoption of the Basel II directives by the Supervisor of Banks, and his stated intention to increase in the future the ratio of capital to risk assets to at least 12%. In addition, the Bank feels that it is appropriate to aim towards achieving a capital adequacy ratio in line with worldwide standards, and in parallel with that of banks in countries comparable to Israel.
These Notes, similar to the subordinated deposits/capital notes issued by the Bank in 2002, will include in their terms the possibility of compulsory conversion to ordinary shares, but only in extremely exceptional circumstances.
In light if this, and in order to enable the Bank to issue Notes bearing such conversion rights, the Board of Directors is now proposing that the Special General Meeting approve an increase in the Bank's authorized share capital for this purpose from NIS 1,715 million to NIS 2,215 million.
Stockholders who are unable to participate in and vote at the Meeting are requested to sign the attached proxy form, which must reach the registered office of the Bank by 10:00 am on Sunday, 5 October 2008. The return of proxy forms as detailed will not prevent stockholders from attending and voting in person if they subsequently decide to do so.
Details of the circumstances under which the Notes may be converted, either fully or partially, into ordinary shares of the Bank, may be examined at the Secretariat of the Bank at the registered office of the Bank, Leumi House (11th floor), 34 Yehuda Halevi Street, Tel Aviv, tel: +972 3 514 9716 between 08:00 and 15:00.
Yours faithfully,
Jennifer Janes, Adv.
Group Secretary
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