1 Bank Hapoalim B.M. 28 February, 2012 to to the Israeli Securities

Bank Hapoalim B.M. 28th February, 2012

To To The Israeli Securities Authority The Tel Aviv Stock Exchange Ltd. Via Magna Via Magna

Ladies and Gentlemen:

Re: Bank Hapoalim B.M. (“the Bank”) – Immediate Report Pursuant to the Companies Law, 5759-1999 (“the Companies Law”) and Pursuant to the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (“the Reports Regulations”)

Pursuant to the Companies Law and pursuant to the Reports Regulations, an immediate report is filed herewith concerning the summoning of a Special General Meeting of the Bank’s shareholders (“the Meeting”), which is to be held on Thursday, 5th April, 2012 at 10:00 a.m. at the Bank’s offices at the Levinstein Tower, 23 Menachem Begin Road, Tel Aviv (3rd Floor, Room 313).

A. On the Agenda of the Meeting

As proposed by the Board of Directors, it is proposed to appoint Ms. Dafna Schwartz as an external director of the Bank, pursuant to the provisions of the Companies Law, for a term of office of three years to take effect commencing 6th April, 2012 and until 5th April, 20151.

Ms. Dafna Schwartz’s declaration, pursuant to Sections 241 and 224B (a) of the Companies Law, is attached as Annex “A” to this report.

Ms Dafna Schwartz was assessed by the Board of Directors of the Bank, at its meeting of 28th February, 2012 as having accounting and financial expertise in accordance with the provisions of the Companies Regulations (Conditions and Criteria for a Director Having Accounting and Financial Expertise and for a Director Having Professional Qualification), 5766-2005). Accordingly, Ms. Dafna Schwartz also qualifies as “an expert external director” as defined in the Company Regulations (Rules Concerning Remuneration and Expenses for an External Director), 5760- 2000.

1 Ms. Dafna Schwartz will be entitled on account of her office as an external director to annual remuneration and to remuneration for participation in accordance with the maximum amounts (and according to the level of the Bank) payable to an expert director in accordance with the Companies Regulations (Rules Concerning Remuneration and Expenses for an External Director), 5760-2000. Moreover, Ms. Dafna Schwartz will be entitled to a letter of indemnity in accordance with the resolution of the General Meeting of 3rd January, 2012.

1 Following are particulars according to Regulation 26 of the Reports Regulations in relation to a director whose appointment is brought for approval: a) Name: Dafna Schwartz; b) Identity Card Number: 050172667; c) Date of Birth: 22nd August, 1950; d) Address for service of legal process: 4 Hasavion, Kiryat Hahagana, Rehovot, 76568; e) Nationality: Israeli; f) Member of the Committees Listed Below of the Board of Directors: Will be a member of the Audit Committee in her capacity as an external director. It has yet to be determined whether she will be a member of additional committees; ; g) Has accounting and financial expertise and has professional qualification; h) Is not an employee of the Bank, a subsidiary or related company of the Bank or of an interested party of the Bank; i) Will act as a director of Bank from 6th April, 2012; j) (1) Her scholastic record: She has a Doctor’s degree in Economics, Department of Economics, the Hebrew University in Jerusalem; she has a Master’s degree in Economics, Department of Agricultural Economics and Administration, Faculty of Agriculture, the Hebrew University; she has a Bachelor’s degree in Economics (Statistics Division), University of Tel-Aviv.

(2) Pursuits during the last five years:

She is a professor, member of staff, Department of Business Administration, Faculty of Management, Ben-Gurion University of the Negev, is head of the MBA study track in “Entrepreneurship and Hi- Tech Management”, the Department of Business Administration and is the director of the Bengis Center for Entrepreneurship and Hi-Tech Management, Faculty of Management, Ben-Gurion University of the Negev.

She acts as an economics-business consultant in Israel and abroad (Prof. Dafna Schwartz Economic Business Development Ltd.).

She is a member of the National Council for Research and Development; and of the Board of Trustees of Achva Academic College for Education.

She is a member of the working group: “Policy, relevant research on entrepreneurship and SME’s”, European Commission, Enterprise and Industry, Director General.

2 Over the last five years or part of them she officiated as a member of the boards of directors of the companies: Teva Pharmaceutical Industries Ltd. (external director, 12/2011 – to date); Strauss Group Ltd. (external director, 6/2008 – to date); ORL - Oil Refineries Ltd. (external director, 6/2007 – to date (she will complete her term of office shortly after her appointment)); Rotem Industries Ltd. (6/2010 – to date (she will complete her term of office shortly after her appointment)); Albaad Massuot Itzhak Ltd. (6/2010-11/2011); Discount Bank (12/2007-23/12 2010); Giron Development and Building Ltd. (external director, 2/2007- 9/2010); Rotem Industries Ltd. (2/2003-11/2008); The Phoenix Insurance Company Ltd. and The Phoenix Holdings Ltd. (8/2003- 12/2007); Orda Print Industries Ltd. (external director, 7/2001-7/2007); Leumi Securities and Investments (formerly Psagot Ofek Investment House Ltd. – 12/2002-8/2007).

(3) Additional corporations in which she serves as a director: Strauss Group (external director); ORL - Oil Refineries Ltd. (external director – she will complete her term of office shortly after her appointment); Teva Pharmaceutical Industries Ltd. (external director); Rotem Industries Ltd. (she will complete her term of office shortly after her appointment).

k) To the best of the Bank’s knowledge she is not a member of the family of any other interested party of the Bank; l) The Bank views the director as having accounting and financial expertise for the purpose of meeting the minimum number set by the Board of Directors pursuant to Section 92(a) (12) of the Companies Law.

The appointment of the candidate for the office of external director under the Companies Law is subject to the approval of the Supervisor of Banks, who gave his approval of the appointment on 27.2.2012.

Form of the proposed resolution: To elect Ms. Dafna Schwartz as an external director of the Bank, pursuant to the provisions of the Companies Law, 5759-1999, to take effect commencing 6th April 2012.

B. The Required Majority

The majority required at the Meeting for the approval of the resolution on the agenda is a simple majority of the votes of the shareholders participating in the poll, (not including those abstaining), on condition that one of the following is met: (1) A count of the votes of the majority at the Meeting includes a majority of the votes of the shareholders who are not controlling parties of the company or who have no personal interest in the approval of the appointment except for a personal interest not resulting from [a shareholder’s] connections with the controlling party, who participate in the poll. When counting all of the votes of the aforesaid shareholders,

3 the votes of those abstaining shall not be taken into account; (2) The total number of votes of those against among the shareholders mentioned in sub-clause (1) above does not exceed two per cent. of all of the voting rights in the Bank.

C. Entitlement to Vote and Further Particulars:

1. The date for determining the entitlement to participate and vote at the Meeting pursuant to Section 182 (b) of the Companies Law is Tuesday, 6th March, 2012 (“the Record Date”). Any shareholder of the Bank, who is entitled to participate and vote at the Meeting, may appoint a proxy to vote on his behalf. The letter of appointment and the proxy (if any), pursuant to which the letter of appointment was signed, shall be deposited at the Bank’s offices no less than forty-eight (48) hours prior to the time scheduled for the Meeting to commence. Furthermore, a shareholder may vote at the Meeting by means of a poll card on the item on the agenda. Voting in writing shall be carried out by means of Part Two of the poll card attached to this report.

2. If, after half an hour has passed from the time that was scheduled for the Meeting, at least two (2) shareholders, who hold or represent at least 25% of all the votes in the Bank, are not present, in person or by proxy (a “Quorum”), then the Meeting shall stand adjourned to Sunday, 15th April, 2012 at the same time and place. If at the adjourned Meeting no Quorum is present after half an hour has passed from the time scheduled for the Meeting then the Meeting shall be held with any number of participants.

3. In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at a General Meeting), 5760-2000, a shareholder, in whose favour shares are registered with a TASE member, who wishes to vote at the Meeting, shall submit to the Bank confirmation by that TASE member concerning his ownership of the shares on the Record Date, as required under those Regulations. A shareholder, whose shares are registered with a TASE member, is entitled to receive the confirmation of ownership from the TASE member through whom he holds his shares, at the branch of the TASE member or by mail to his address in return for payment of postage only, if he so requests. Such a request shall be made in advance with reference to a particular securities account.

4. A shareholder may also vote at the Meeting by means of a poll card. Voting in writing shall be carried out by means of Part Two of the poll card, which is attached to the report (“the Poll Card”).

5. The Poll Card and the position statements within their meaning as provided in Section 88 of the Companies Law, if any are to be given, can be reviewed on the Securities Authority’s distribution site at the address http://www.magna.isa.gov.il (“the Distribution Site”) and on the website of the Tel-Aviv Stock Exchange Ltd., at the address http://maya.tase.co.il . Any shareholder may approach the

4 Bank directly and receive from it the text of the Poll Card and the position statements.

6. A member of the TASE shall send, free of charge, by electronic mail, a link to the text of the Poll Card and the position statements on the Distribution Site to each shareholder who is not registered in the Register of Shareholders and whose shares are registered with such TASE member, if the shareholder has notified that he so wishes, provided that the notice was given with respect to a particular securities account and in good time prior to the Record Date.

7. The Poll Card and the documents that are required to be attached thereto as specified therein, should be delivered to the Bank’s offices (including by registered mail), together with a confirmation of ownership (and with respect to a registered shareholder – together with a photocopy of the identity card, passport or certificate of incorporation, as the case may be), within seventy-two (72) hours prior to the time scheduled for convening the Meeting. For this purpose, the “Time of Delivery” is when the Poll Card and the documents attached thereto reach the Bank’s offices.

8. The latest Time of Delivery of position statements to the Bank is no more than ten (10) days after the Record Date.

9. The full text of the proposed resolution and the documents pertaining thereto may be reviewed at the office of the Secretary of the Bank, at 63-65Yehuda Halevy Street Tel Aviv, during regular working hours, by prior arrangement by phoning 03-5673800, the foregoing up to the time fixed for the Meeting.

10. The representative of the Bank for dealing with this immediate report is Adv. Ilan Mazur, the Chief Legal Advisor of the Bank, of 63-65 Yehuda Halevy Street, in Tel-Aviv; Telephone: 03 - 567 3225, Facsimile: 03 - 567 3343.

Bank Hapoalim B.M.

The Names of the Signatories and Their Titles:

Yoram Weissbrem, Secretary of the Bank

Sharona Tamir, Deputy Secretary of the Bank

5 Annex “A” to the Immediate Report

Director’s Declaration Pursuant to Sections 241 and 224(B) (a) of the Companies Law

I, the undersigned, Dafna Schwartz, bearer of I.D. number 050172667, after being cautioned that I must declare the truth, and that if I do not, I will be liable to the punishments prescribed by law, hereby declare as follows:

1. This deposition is in connection with my appointment as an external director of Bank Hapoalim B.M. (“the Company” or “the Bank”).

2. I am a resident of Israel, and I am qualified to officiate as a director.

3. I have the necessary qualifications and the ability to devote the proper time for discharging the function of a director of the Company, bearing in mind, among other things, the special needs of the Company and its size, as predicated in accordance with the provisions of the Companies Law, 5759-1999 (“the Companies Law”) and the regulations thereunder.

4. I am not a Relative of a controlling party of the Bank and neither I nor my Relatives, partners, employers, nor any one to whom I am subordinate directly or indirectly, nor any corporation of which I am the controlling party, on the date of my appointment as external director of the Company or during the two years preceding the date of my appointment, have any Link to the Company, to the controlling party of the Company or to any Relative of the controlling party on the date of the appointment, or to any Other Corporation; for the purpose of this clause:

“Link” – the existence of a working relationship, the existence of business or professional ties as a general rule or control, as well as holding office as an office holder, except for holding office as a director appointed in order to hold office as an external director of a company which is about to offer shares to the public for the first time.

“Other Corporation” – a corporation the controlling party of which, on the date of the appointment or during the two years preceding the date of the appointment, is the Company or the controlling party thereof.

“Relative” – spouse, brother or sister, parent, parents of a parent, descendant and also the descendant, brother, sister or parent of the spouse or the spouse of any one of them.

5. Without derogating from the provisions of Clause 4 above, neither I nor my relatives, employers, nor any one to whom I am subordinate directly or indirectly nor any corporation of which I am the controlling party, have any business or

6 professional ties to any one to whom it is forbidden to have any Link as provided in Clause 4 above, even if such ties are not as a general rule, except for negligible ties, and I have not received any consideration and I do not receive any consideration contrary to the provisions of Section 244(b) of the Companies Law.

6. My other functions or pursuits do not create nor are they liable to create any conflict of interest with my function as an external director of the Company and they do not affect my ability to act as an external director of the Company.

7. In as much as I am also a director of another company (“the Second Company”), I hereby confirm that there is no person who acts both as a director of the Company and as an external director of the Second Company.

8. I am neither an employee of the Securities Authority nor an employee of a stock exchange in Israel.

9. I am qualified to be appointed as a director of the Company, and I am not subject to any restriction in law to be so appointed, including under Chapter G1 of the Execution Law, 5727-1967, Section 42 of the Bankruptcy Ordinance [New Version], 5740-1980, Section 7 of the Companies Law, and the provisions of Paragraph B of the First Chapter of Part Six of the Companies Law; without derogating from the aforesaid, I hereby confirm that I have not been declared bankrupt and/or declared bankrupt and/or discharged, and that I have not been convicted in a judgment (“Judgment”) of an offence as set forth below:

(a) Offences under Sections 290 to 297, 392, 415, 418, to 420 and 422 to 428 of the Penal Law, 5737-1977, and under Sections 52C, 52D, 53(a) and 54 of the Securities Law, 5728-1968 (“the Securities Law”);

(b) Conviction by a court of law outside Israel of offences of bribery, fraud, corporate managers’ offences or offences of exploiting insider information;

(c) Conviction in a Judgment of any other offence as to which the court determined that in view of its nature, seriousness or circumstances I am not fit to serve as a director of a public company and/or of a private company which is a debenture company (as defined below).

Furthermore, I am not a minor nor am I legally disqualified and I have not been declared bankrupt or a debtor of restricted means.

A “debenture company” – a company the debentures of which are listed for trade on the stock exchange or which have been offered to the public under a prospectus within the meaning thereof under the Securities Law, or which have been offered to the public outside Israel under a document

7 of offer to the public required by the law outside Israel, and held by the public.

10. That the Administrative Enforcement Committee appointed pursuant to Section 52FF(a) of the Securities Law has not imposed upon me any Means of Enforcement (as defined below) which prohibits me from holding office as a director of any public company or of any private company which is a debenture company.

“Means of Enforcement” – means of enforcement as provided in Section 52DDD of the Securities Law, imposed pursuant to Chapter H4 of the Securities Law, pursuant to Chapter G2 of the Regulation of the Business of Investment Advising, Investment Marketing and Investment Portfolio Management Law, 5755-1995, or pursuant to Chapter J1 of the Joint Investment Trust Fund Law 5754-1994, as the case may be.

11. To the best of my knowledge, there is no restriction by operation of law to my appointment as an external director of the Bank.

12. I have a Doctor’s degree in Economics, Department of Economics, the Hebrew University in Jerusalem; I have a Master’s degree in Economics, Department of Agricultural Economics and Administration, Faculty of Agriculture, the Hebrew University; I have a Bachelor’s degree in Economics (Statistics Division), University of Tel-Aviv. Attached hereto are documents and certificates which support this my declaration.

13. Business / professional experience over the last five years:

I am a professor, member of staff, Department of Business Administration, Faculty of Management, Ben-Gurion University of the Negev, am head of the MBA study track in “Entrepreneurship and Hi-Tech Management”, the Department of Business Administration and am the director of the Bengis Center for Entrepreneurship and Hi-Tech Management, Faculty of Management, Ben- Gurion University of the Negev.

I act as an economics-business consultant in Israel and abroad (Prof. Dafna Schwartz Economic Business Development Ltd.).

I am a member of the National Council for Research and Development; and of the Board of Trustees of Achva Academic College for Education.

I am a member of the working group:” Policy, relevant research on entrepreneurship and SME’s”, European Commission, Enterprise and Industry, Director General.

8 Over the last five years or part of them I officiated as a member of the boards of directors of the companies: Teva Pharmaceutical Industries Ltd. (external director, 12/2011 – to date); Strauss Group Ltd. (external director, 6/2008 – to date); ORL - Oil Refineries Ltd. (external director, 6/2007 – to date (I will complete my term of office shortly after my appointment)); Rotem Industries Ltd. (6/2010 – to date (I will complete my term of office shortly after my appointment)); Albaad Massuot Itzhak Ltd. (6/2010-11/2011); Discount Bank (12/2007-23/12 2010); Giron Development and Building Ltd. (external director, 2/2007-9/2010); Rotem Industries Ltd. (2/2003-11/2008); The Phoenix Insurance Company Ltd. and The Phoenix Holdings Ltd. (8/2003-12/2007); Orda Print Industries Ltd. (external director, 7/2001-7/2007); Leumi Securities and Investments (formerly Psagot Ofek Investment House Ltd. – 12/2002-8/2007).

14. I am a member of the boards of directors of the companies: Strauss Group (external director); ORL - Oil Refineries Ltd. (external director –I will complete my term of office shortly after my appointment); Teva Pharmaceutical Industries Ltd. (external director); Rotem Industries Ltd. (I will complete my term of office shortly after my appointment).

15. Following are further particulars: Date of Birth: 22nd August, 1950; Address for service of legal process: 4 Hasavion, Kiryat Hahagana, Rehovot, 76568; Nationality: Israeli.

16. I am not a family member of any other interested party of the Bank.

17. I hereby declare that I have the accounting and financial expertise / professional qualification2 as these terms are defined in the Companies Regulations (Conditions and Criteria for a Director with Accounting and Financial Expertise and for a Director with Professional Qualification), 5766-20053.

18. The Company has forwarded to me all of the particulars pertaining to the remuneration of external directors which is current at the Company and I agree thereto.

19. I undertake that if any of my above declarations are affected before my office as an external director is approved, and after the approval of my office as aforesaid, I shall bring this fact to the attention of the Company immediately thereafter.

27/2/2012 Dafna Schwartz

Date Name of the Candidate and her Signature

2 Delete the option which is not relevant. 3 Documents and certificates should be attached which support the declaration.

9 Annex “B” to the Immediate Report

BANK HAPOALIM B.M. (“THE BANK”)

Poll Card According to the Companies (Voting in Writing and Position Statements) Regulations, 5766-2005

Part One

1. Company Name

Bank Hapoalim B.M. (“the Bank”).

2. Class of General Meeting, the Time and the Place for the Convening Thereof

A Special General Meeting (“the General Meeting”).

The General Meeting will take place on Thursday, 5th April, 2012, at 10:00 a.m. at the Levinstein Tower, 23 Menahem Begin Road, 3rd Floor, Room 313, Tel Aviv. If the Meeting is adjourned, it will take place on Sunday, 15th April, 2012, at the same place and time.

3. Specification of the Subjects on the Agenda Which Can Be Voted On By Means of a Poll Card

The appointment of Ms. Dafna Schwartz as an external director of the Bank, pursuant to the provisions of the Companies Law, for a term of office of three years to take effect commencing 6th April, 2012 and until 5th April, 2015, is subject to the approval of the Supervisor of Banks, who gave his approval of the appointment on 27th February 2012.

Ms Dafna Schwartz’s declaration, pursuant to Sections 241 and 224(B)(a) of the Companies Law, is attached as Annex A to the immediate report to which this poll card is attached.

Ms Dafna Schwartz was assessed by the Board of Directors of the Bank, at its meeting of 28th February, 2012 as having accounting and financial expertise in accordance with the provisions of the Companies Regulations (Conditions and Criteria for a Director Having Accounting and Financial Expertise and for a Director Having Professional Qualification), 5766-2005. Accordingly, Ms. Dafna Schwartz also qualifies as “an expert external director” as defined in the Company Regulations (Rules Concerning Remuneration and Expenses for an External Director), 5760-2000.

10 Following are particulars according to Regulation 26 of the Reports Regulations in relation to a director whose appointment is brought for approval: a) Name: Dafna Schwartz; b) Identity Card Number: 050172667; c) Date of Birth: 22nd August, 1950; d) Address for service of legal process: 4 Hasavion, Kiryat Hahagana, Rehovot, 76568; e) Nationality: Israeli; f) Member of the Committees Listed Below of the Board of Directors: Will be a member of the Audit Committee in her capacity as an external director. It has yet to be determined whether she will be a member of additional committees; g) Has accounting and financial expertise and has professional qualification; h) Is not an employee of the Bank, a subsidiary or related company of the Bank or of an interested party of the Bank; i) Will act as a director of Bank from 6th April, 2012; j) (1) Her scholastic record: She has a Doctor’s degree in Economics, Department of Economics, the Hebrew University in Jerusalem; she has a Master’s degree in Economics, Department of Agricultural Economics and Administration, Faculty of Agriculture, the Hebrew University; she has a Bachelor’s degree in Economics (Statistics Division), University of Tel-Aviv.

(2) Pursuits during the last five years:

She acts as an economics-business consultant in Israel and abroad (Prof. Dafna Schwartz Economic Business Development Ltd.).

She is a member of the National Council for Research and Development; and of the Board of Trustees of Achva Academic College for Education.

She is a member of the working group:” Policy, relevant research on entrepreneurship and SME’s”, European Commission, Enterprise and Industry, Director General.

Over the last five years or part of them she officiated as a member of the boards of directors of the companies: Teva Pharmaceutical Industries Ltd. (external director, 12/2011 – to date); Strauss Group Ltd. (external director, 6/2008 – to date); ORL - Oil Refineries Ltd. (external director, 6/2007 – to date (she will complete her term of office shortly after her appointment)); Rotem Industries Ltd. (6/2010 – to date (she will complete her term of office shortly after her appointment)); Albaad Massuot Itzhak Ltd. (6/2010-11/2011); Discount Bank (12/2007-23/12 2010); Giron Development and Building Ltd. (external director, 2/2007-9/2010); Rotem Industries Ltd. (2/2003-11/2008); The Phoenix Insurance Company Ltd. and The Phoenix Holdings Ltd. (8/2003-12/2007); Orda Print Industries Ltd. (external director, 7/2001-7/2007); Leumi Securities and Investments (formerly Psagot Ofek Investment House Ltd. – 12/2002-8/2007).

4. The Place and Times Where and When the Full Text of the Proposed Resolutions Can Be Reviewed

The text of the proposed resolutions, the text of the immediate report released by the Bank in connection with the General Meeting, the poll card and the rest of the documents pertaining to the report, can be reviewed at the offices of the Bank at 63-65 Yehuda Halevy Street, Tel Aviv, on Sundays to Thursdays, during normal working hours, by prior arrangement by phoning 03-567 3800, until the day of the Meeting. Furthermore, the immediate report released by the Bank in connection with the General Meeting and the poll card can be reviewed at the distribution site of the Securities Authority at the address: www.magna.isa.gov.il (“the

12 Distribution Site”) and at the website of the Tel-Aviv Stock Exchange Ltd. (“TASE”), at the address: http://maya.tase.co.il (“the Stock Exchange Site”).

5. The Majority Required for Adopting the Resolutions at the General Meeting Which Can Be Voted On By Poll Card

The majority required at the General Meeting for the approval of the resolution set forth above is a simple majority of the votes of the shareholders participating in the poll, (not including those abstaining), on condition that one of the following is met: (1) A count of the votes of the majority at the Meeting includes a majority of the votes of the shareholders who are not controlling parties of the Bank or who have no personal interest in the approval of the appointment except for a personal interest not resulting from [a shareholder’s] connections with the controlling party who participate in the poll. When counting all of the votes of the aforesaid shareholders, the votes of those abstaining shall not be taken into account; (2) The total number of votes of those against among the shareholders mentioned in sub-clause (1) above does not exceed two per cent. of all of the voting rights in the Bank.

6. Voting on the Proposed Resolution

In Part Two of this Poll Card space is allocated for signifying whether the shareholder is a controlling party as provided in Section 239(b) of the Companies Law or has a personal interest in the approval of the appointment except for a personal interest which is not the result of his connections with the controlling party (together – “a link”). It is to be clarified that some one who does not signify the existence or the absence of a link as aforesaid or who does not describe the nature of the link, his vote shall not be counted.

7. Validity of the Poll Card

The poll card will be valid only if there are attached thereto the following documents and if it is delivered to the Bank (including by registered mail) up to seventy-two (72) hours prior to the time of voting:

An Unregistered Shareholder4 - A confirmation of ownership as of the Record Date (see Clause 12 below).

A Registered Shareholder5 - A photocopy of the identity card, passport or certificate of incorporation.

4 A person in whose favour shares are registered with a member of the TASE and such shares are included among the shares registered in the register of shareholders in the name of a nominee company. 5 A shareholder who is registered in the books of the Bank.

13 A poll card which is has not been delivered in accordance with the provisions of this clause will be invalid.

For the purpose hereof “time of delivery” is the time when the poll card and the documents attached thereto reach the offices of the Bank.

8. The Bank Does Not Allow Voting Through the Internet

9. The Address of the Bank for Delivering the Poll Cards and Position Statements

The offices of the Bank (Attention: Yoram Weissbrem, Secretary of the Bank), at 63-65 Yehuda Halevy Street, Tel-Aviv.

10. The Last Day for Delivering Position Statements to the Bank by the Shareholders

Up to ten (10) days after the Record Date (“the Last Day for Dispatching Position Statements by the Shareholders”).

The Last Day for Delivering the Response of the Board of Directors to the Position Statements

Not later than five (5) days after the Last Day for Dispatching Position Statements by the Shareholders.

11. Website Addresses Where the Poll Cards and the Position Statements Can Be Found

The Distribution Site of the Securities Authority: http://www.magna.isa.gov.il.

The website of the Tel-Aviv Stock Exchange Ltd. ("TASE"): http://www.maya.tase.co.il.

12. An unregistered shareholder is entitled to receive the confirmation of ownership at a branch of the member of the TASE, or by dispatch by mail, if he so requests. Such a request shall be made in advance with reference to a particular securities account.

13. An unregistered shareholder is entitled to receive by electronic mail free of charge a link to the form of the poll card and position statements (if any are to be given) on the Distribution Site, from the TASE member through whom he holds his shares, unless he has notified the TASE member that he does not wish to receive such a link or that he wishes to receive poll cards by mail against payment; his notice regarding poll cards shall also apply to receiving position statements.

14. One or more shareholders who, on the Record Date, holds shares amounting to five per cent. or more of the sum total of all the voting rights in the Bank, and

14 whoever holds a percentage as aforesaid of the sum total of all the voting rights which are not held by a controlling party of the Bank as defined in Section 268 of the Companies Law (“a Controlling Party”), is entitled in person or through a proxy on his behalf, following the convening of the General Meeting, to review at the registered office of the Bank (the address of which is stated in Clause 9 above), during normal working hours, the poll cards as provided in Regulation 10 of the Companies Regulations (Voting in Writing and Position Statements), 5766- 2005.

The quantity of shares constituting 5% of the total voting rights in the Bank is: 66,226,161.20 ordinary shares of NIS 1 nominal value each.

The quantity of shares constituting 5% of the total voting rights in the Bank that are not held by a Controlling Party is: 51,261,373.75 ordinary shares of NIS 1 nominal value each.

A Shareholder should indicate the manner in which he will vote with respect to the subject on the agenda in Part Two of this poll card.

15 BANK HAPOALIM B.M. (“THE BANK”)

Poll Card According to the Companies Regulations (Voting in Writing and Position Statements), 5766-2005

Part Two

Company Name: Bank Hapoalim B.M.

Address of the Bank (for delivering and dispatching poll cards): 63-65 Yehuda Halevy Street, Tel-Aviv (Attention Yoram Weissbrem, Secretary of the Bank).

Company Number: 520000118.

Date of the Meeting: Thursday, 5th April, 2012 at 10:00 a.m.

Type of the Meeting: Special General Meeting.

Record Date: Tuesday, 6th March, 2012.

Particulars of the Shareholder:

Shareholder’s Name - ______

Identity Number - ______

If the shareholder has no Israeli identity card –

Passport Number - ______

Country of Issue - ______

Valid Until - ______

If the shareholder is a corporation –

Corporation Number - ______

Country of Incorporation - ______

16 Manner of Voting:

Number of the Subject Manner of Voting6 Concerning the appointment on the Agenda of an external director (Section 239(b) of the Companies Law)- Are you a controlling party or do you have a personal interest in the approval of the appointment except for a personal interest which is not as a result of your connections with a controlling party (together – “a link”)?7

For Against Abstain Yes8 No

Appointment of Ms. Dafna Schwartz as an external director of the Bank

Details with respect to the nature of the link (if relevant)

______

Date: ______Signature: ______

For shareholders who hold the shares through a member of the TASE (in accordance with Section 177(1) of the Companies Law) – this poll card is valid only when a confirmation of ownership is attached.

For shareholders who are registered in the register of shareholders of the Bank– the poll card is valid when a photocopy of the identity card / passport / certificate of incorporation is attached.

6 An unmarked box will be deemed an abstention from voting on that subject. 7 A shareholder who does not fill in this column or who signifies “Yes” and gives no details, his vote shall not be counted. 8 Give details where such are called for above.