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1 2011 Annual Report Table of Contents Report of the Board of Directors to the General Meeting of Shareholders and Description of Bank Group Business 5 Management Review of Group Business and Operating Results 225 Certifications 254 Report of the Board of Directors and Management as to Internal Control of Financial Reporting 256 Financial Statements 257 2 3 Report of the Board of Directors to the General Meeting of Shareholders Table of Contents The General Environment and the Effect of External Factors on the Bank Group 5 Bank Group Operations and Description of its Businesses Development 11 Holding Structure – Major Companies 13 Control of the Bank Group 14 Investments in Bank Capital and Transactions in Bank Shares 16 Profit and Profitability 18 Fixed assets and installations 37 Off balance sheet activity 42 Description of Businesses of the Bank Group by Operating Segment 43 International operations 81 Human resources 85 Bank remuneration policy 95 Bank organizational structure 96 Tax Laws Applicable to the Bank Group 99 Legislation and Supervision of Bank Group Operations 101 Significant Agreements 113 Legal Proceedings 114 Events outside the Normal Course of Bank Group Business 116 Business Strategy 117 Forecasts and Assessments with Regard to Bank Group Business 118 Marketing Operations 119 Sources and financing 124 Risk management - Basle II: Pillar 3 128 Social involvement and charitable donations 178 Disclosure concerning the Internal Auditor 180 Accounting Policy on Critical Matters 184 Certification process of the financial statements 189 Independent Auditors' report 191 Controls and Procedures 191 The Code of Ethics 192 Executive Management 193 Senior Officers 194 Transactions with controlling shareholders 208 Independent auditors’ fees 213 Board of Directors 214 4 5 Report of the Board of Directors to the General Meeting of Shareholders At the meeting of the Board of Directors held on March 25, 2012, it was resolved to approve and publish the consolidated financial statements of Mizrahi Tefahot Bank Ltd. and its investees as of December 31, 2011. The financial statements were prepared in accordance with the directives and guidelines issued by the Supervisor of Banks. The General Environment and the Effect of External Factors on the Bank Group Developments in Israel's Economy in 2011 Real Developments In 2011, Israel's economy continued to grow, although the growth pace slowed down as the year progressed. According to estimates by the Central Bureau of Statistics, GDP grew by 4.7% in 2011, similar to the growth pace in 2010. Seasonally- adjusted data show the decelerated growth over the year: In the fourth quarter growth was 3.2% in annualized terms, compared to 3.4% in the third quarter, 3.7% in the second quarter and 4.7% in the first quarter. Business GDP grew in 2011 by 5.2%, compared to 5.8% in 2010. The construction sector grew by an impressive 10.9%, while the industrial sector grew by a mere 1.9%. Imports of goods and services increased in 2011 by 10.6%, following 12.6% growth in 2010. Total uses (export, private and public consumption and gross domestic investment) increased in 2011 by 6.2%, following 6.7% growth in 2010. Exports of goods and services slowed down, with an increase of only 4.9%, compared to an increase of 13.4% in the previous year. The slowdown was mainly focused in industrial exports and in exports of tourism services. Growth 6 in 2011 was based on domestic uses, to a greater extent than in 2010. Growth of private consumption slowed down to 3.6%, compared to 5.3% growth last year, but investments in fixed assets and public consumption grew at a faster pace. Investments in fixed assets increased by 16.2%, following 13.6% growth last year, and public consumption expanded by 3.7%, following 2.5% growth last year. Unemployment was down to 5.6% in 2011, after being at 6.6% in 2010 and at 7.5% in 2009. The unemployment rate in 2011 was the lowest in several decades. Inflation and exchange rates In 2011, the Consumer Price Index increased by 2.2%, compared to an increase of 2.7% in 2010. The CPI was primarily affected this year by higher housing and maintenance cost and by higher food prices. Progression along the year was uneven: In the first half of the year the increase was 2.2%, while in the second half of the year the CPI remained unchanged. In 2011, the USD was revalued by 7.7% against the NIS, reaching NIS 3.821 per 1 USD at the end of 2011, compared to NIS 3.549 at the end of 2010. The Euro was revalued against the NIS in this period by 4.2%, reaching NIS 4.938 per Euro at the end of 2011, compared to NIS 4.738 per Euro at the end of 2010. On March 14, 2012, the USD/NIS exchange rate was 3.787 and the EUR/NIS exchange rate was 5.062. In early 2011, the Bank of Israel expanded its intervention policy in the foreign currency market, issuing a transparency directive requiring disclosure of any foreign currency transaction over USD 10 million, and requiring disclosure by foreign residents of any MAKAM transactions over NIS 10 million, as well as requiring banks to allocate liquidity at 10% of swap and future conversion transactions. Conversely, foreign currency buying by the Bank of Israel declined over the year, and no such 7 buying took place in the second half of the year. In total, Bank of Israel bought foreign currency valued at USD 4 billion in 2011, following buying of USD 12 billion in 2010. Monetary and fiscal policy In the first half of the year, the interest rate was raised by 1.25 percentage points to 3.25% - in order to counter higher inflationary expectations. In the third quarter, interest remained unchanged as inflationary pressures eased. In the fourth quarter the trend was reversed, and the Bank of Israel interest rate was lowered by 0.50 percentage point, to 2.75% at the end of 2011. The interest rate for February 2012 was lowered once more to 2.5%. In 2011, the Government budget recorded a deficit of NIS 28.6 billion, or 3.3% of GDP. This compares with a planned deficit of 2.9% of GDP, and compares with a NIS 30.2 billion deficit in 2010 (or 3.7% of GDP). The higher than expected deficit was primarily due to lower than expected tax collection, to the tune of NIS 2.2 billion. Total tax revenues increased in 2011 by 4.3% in real terms. Direct tax revenues increased by 7.1% and indirect tax revenues - by 1.5%. Government expenses increased in 2011 by a nominal 5.6%, with actual execution at 99.1% of original budget, similar to the average of 100.6% over the past two years. Residential construction and the mortgage market According to data from the Central Bureau of Statistics, in 2011 demand for new apartments (apartments sold and apartments constructed not for sale) was 37,740 apartments, a decrease of 6.1% year over year. A decrease was recorded in all regions other than Tel Aviv and Judea & Samaria. This decline in demand is also manifested in the mortgage market. In the second half of 2011, mortgage executions were 20% lower than in the first half. Concurrently, the acceleration in construction starts continued. In 2011, construction started on 43,650 residential units, compared to 39,850 units in 2010 and to an average of 33,000 over the past decade. More moderate demand, along with higher construction starts, resulted in an inventory of new apartments for sale from private development at the end of 2011 at 13,800, compared to 10,900 at the end of 2010 - an increase of 26.6%. Based on the average pace of sales in the six months ended September 2011, this inventory would account for 12 months' sales - compared to 7 months at the end of 2010. According to data from the Central Bureau of Statistics, housing prices continued to rise early in the year, but slowed down later in the year and prices started to decline in the fourth quarter. Apartment prices, on nation-wide average were higher by 5% in November 2011 than at the end of 2010. 8 Capital market The upward trend in capital markets in 2009 and 2010 was reversed in the second quarter of 2011, which saw concern about another global crisis, primarily due to the financial sector, which was evident in sharp declines in financial benchmarks. S&P raised Israel's rating from A to A+ in September, which somewhat contributed to a more moderate decline. Nevertheless, for all of 2011 leading benchmarks were down, inter alia, due to social protest events during the summer months. Equity market - The leading benchmarks, Tel Aviv 25 and Tel Aviv 100, were lower in 2011 by 18.2% and 20.1%, respectively, compared to increase of 15.8% and 14.9% in 2010. The Tel Aviv 75 Index was down 25.9%, compared to an increase of 15.7% in 2010. The Real Estate 15 Index was down by 23.2%, compared to an increase of 15.4% in 2010. The Yeter Index of equities was also down by a similar 23.7%, compared to an increase of 32.9% in the previous year. Financial sector shares were sharply lower: The Banking and Financials 15 indices were down by 34.0% and 34.6%, respectively, compared to increases of 6.8% and 9.3% in 2010. Average daily trading volume in equities and convertible securities in 2011 amounted to NIS 1.7 billion, compared to NIS 2.0 billion in 2010.
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