17th Jan 2008 13:24
Leumi International Investments NV17 January 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] 17 January 2008 To: Israel Securities Authority (www.isa.gov.il) The Tel Aviv Stock Exchange (www.tase.co.il) Immediate Report on Outcome of General Meeting Regulation 36D of the Securities (Periodic and Immediate Reports) Regulations,1970 1. At the Special General Meeting held on 17 January 2008 the following resolutions were approved: Resolutions attached. Note: If the General Meeting approved a resolution where the legally requiredmajority is not an ordinary majority, the following details will be included inthe report: Total number of shares participating in the vote, number of sharesvoting in favor of and against the resolution, and the percentages that theseconstitute out of the total number of shares included in the quorum for thepurposes of the vote, while differentiating between the controlling shareholdersor those voting on their behalf and the non-controlling shareholders or thosevoting on their behalf. In addition, any other differentiation betweenshareholders as is required for the purposes of approving the resolution will benoted. _____________________________________________________________________ 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] Bank Leumi le-Israel B.M. Annex to Immediate Report dated 17.1.2008 Resolutions Approved at the Special General Meeting held on 17.1.2008 Item 1: Approval of the Purchase of a New Directors' and other Officers'Liability Insurance Policy (D&O) Resolved: To approve the purchase of a new insurance policy in respect of theliability of the Directors and other officers of the Bank and the Group, for aperiod of one year commencing 1 July 2007, with cover of U.S.$ 207.5 million ata premium of some U.S.$ 1,268 thousand. Item 2: Change of the Terms of Employment of the Chairman of the Board ofDirectors Resolved: To approve a change to the terms of employment of the Chairman of theBoard of 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. Item 3: Election of Professor Israel Gilead as an External Director for anAdditional Period of Three Years Resolved: To reelect Professor Israel Gilead as an External Director pursuant tosections 239 and 245 of the Companies Law, 1999 for an additional three years,commencing 1 February 2008. For details of the vote, see below. Item 4: Director's Fees Resolved: To approve an increase in attendance fees for both regular and othermeetings paid to all the Directors of the Bank (excluding the Chairman),including External Directors, to an amount of NIS 2,300 per meeting, commencing1 February 2008, with the dates of payment and linkage provisions being based onthe Companies (Rules regarding External Directors' Compensation and Expenses)Regulations, 2000. Item 5: Approval of the Distribution of a Dividend in respect of the first 9months of 2007 Resolved: To approve the distribution of a dividend in respect of the first ninemonths of 2007 ending 30 September 2007, of 100.0% of the paid-up capital (NIS1.0 for every NIS 1.0 par value of ordinary stock), constituting some 49.8% ofthe net profit for the nine months ending 30 September 2007, to be paid on 5February 2008. Details of the Voting regarding Item 3 The majority required to approve the resolution in respect of item 3 shallinclude 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 rights in the Bank. No. of Shares Percentage Total shares participating in the vote - 700,536,281 100.0 Number of shares voting in favor of theproposal: Shares Committee on behalf ofthe State of Israel (controllingshareholder) - 279,761,404 39.9 Other shareholders - 368,407,728 52.6 Total in favor of the proposal - 648,169,132 92.5 ----------- ---- Total shares that voted againstthe proposal (controlling shareholdersdid not vote against the proposal) - 52,367,149 7.5 ----------------------------------------------------------------------- Total shares that participated inthe vote, excluding the State: 420,774,877 100.0 ----------- ----- Total shares that voted in favor ofthe proposal (excluding the State): 368,407,728 87.5 ----------- ---- One third of the participants in thevote, excluding the State, as requiredby section 239 of the Companies Law: 140,258,292 This information is provided by RNS The company news service from the London Stock ExchangeRelated Shares:
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