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BANK LEUMI of ISRAEL LTD. Annual Report for 2018 Regulations Chapter

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BANK LEUMI of ISRAEL LTD. Annual Report for 2018 Regulations Chapter BANK LEUMI OF ISRAEL LTD. Annual Report for 2018 Regulations Chapter This is a translation from the Hebrew. It has been made for convenience purposes alone. In case of any discrepancy, the Hebrew version shall prevail. Regulation No. Page 9, 9(c) Financial Statements and Independent Auditors’ Opinion 1 1, 7 and 25A The Corporation’s Details, including Registered Address 1 10C Use of the Consideration of Securities 2 11 List of Investments in Subsidiaries and Associates as of the Balance Sheet Date 3 12 Changes in Investments in Subsidiaries and Associates in the Report Period 6 13 Income of Subsidiaries and Associates and the Corporation’s Income therefrom as 7 of the Balance Sheet Date 14 List of Groups of Balances of Loans Granted as of the Balance Sheet Date, if the Granting of Loans was One of the Corporation’s Main Lines Of Business 8 20 Listed for Trade on the Stock Exchange or Cessation of Trade 8 21 Remuneration of Interested Parties and Senior Officers 8 21A Control in the Corporation 8 22 Transactions with Controlling Shareholders 9 24 Holdings of Interested Parties and Senior Officers 9 24A Registered Capital, Issued Capital and Convertible Securities 9 24B The Corporation’s Shareholder Register 9 26 The Corporation's Members of the Board 10 26A The Corporation’s Senior Officers 25 26B The Corporation’s Authorized Signatories 34 27 The Corporation’s Independent Auditors 34 28 Changes in the Memorandum or Articles of Association 34 29 Recommendations and Resolutions of the Board of Directors and General 34 Meeting 29A The Company’s Resolutions 35 2018 Annual Report Company: BANK LEUMI OF ISRAEL LTD. Company number at the 520018078 Registrar of Companies: Registered address: Beit Leumi, 34 Yehuda Halevi St., Tel Aviv 6513616 (Regulation 25A) Email: [email protected] (Regulation 25A) Tel. 1: +972-76-885-8111 Tel. 2: +972-76-885-9419 Fax: +972-76-885-9732 (Regulation 25A) Balance sheet date: December 31 2018 (Regulation 9) Date of Report: March 6 2019 (Regulations 1 and 7) Regulation 9: The Annual Audited Financial Statements, together with the Independent Auditors’ Opinion, are attached and form an integral part of this Report. 1 Regulation 10C: Use of the Consideration of Securities; 1. According to a shelf prospectus dated June 19 2018, the Bank issued, on June 21 2018, a total of NIS 1.29 billion in bonds Series 179. For further information, see Note 25 to the financial statements of the Bank as of December 31 2018, the shelf prospectus dated June 19 2018 (Ref. No. 053604-01-2018, an immediate report dated June 21 2018 about the results of the above-mentioned offering (Ref. No. 054513-01-2018), and a status of capital report dated June 21 2018 (Ref. No. 054534-01-2018). 2. According to a shelf prospectus dated July 5 2018, the Bank issued, on July 8 2018, a total of NIS 613.8 million in subordinated bonds Series 401 and a total of NIS 209.1 million in subordinated bonds Series 402. For further information, see Note 25 to the financial statements of the Bank as of December 31 2018, the shelf prospectus dated July 5 2018 (Ref. No. 060390-01-2018), an immediate report dated July 8 2018 about the results of the above-mentioned offering (Ref. No. 061236-01-2018), and a status of capital report dated July 8 2018 (Ref. No. 061401-01-2018). 3. According to a shelf prospectus dated January 30 2019, the Bank issued on January 31 2019 a total of NIS 1.689 billion in Series 180 bonds and a total of NIS 613.8 million in Series 403 subordinated bonds. For further information, see Note 25 to the financial statements of the Bank as of December 31 2018, the shelf prospectus dated January 30 2019 (Ref. No. 010896-01-2019), an immediate report dated January 31 2019 about the above-mentioned offering (Ref. No. 011433-01-2019) and a status of capital report dated January 31 2019 (Ref. No. 011511-01-2019). The proceeds of the offerings will be used for the Bank’s ongoing needs, at the Bank’s own discretion. 2 Regulation 11 - List of Investments in Shares and Convertible Securities in Material Subsidiaries As at December 31 2018 (a)(c) Total par Company Share class No. of shares (b) Currency value Bank Leumi (UK) PLC(d) Ordinary shares GBP 1 14,323,721 14,323,721 GBP Bank Leumi of Israel Corporation(e)(f) Ordinary shares USD 0.1 18,898,583 1,889,859 USD Bank Leumi Romania S.A.(g) Ordinary shares RON 0.1 2,477,500,866 247,750,087 RON Leumi Partners Ltd. Ordinary shares A, NIS 0.01 5,084,041,480 50,840,415 NIS All securities are registered, unless stated otherwise. In NIS, unless stated otherwise. The shares are not listed for trade on the stock exchange. Out of the held shares - 13,372,528 are directly held and 951,193 are indirectly held. Out of the held shares - 18,433,374 are directly held and 465,209 are indirectly held. On January 22 2018, the Bank entered into an agreement to bring in strategic partners to Bank Leumi USA (BLUSA). The strategic partners acquired 15% of the share capital of Bank Leumi of Israel Corporation, an American corporation through which the Bank controls Bank Leumi USA. On May 22 2018, the transaction was completed. For further details, see immediate reports dated January 22 2018 and May 22 2018 (Ref. Nos. 008101-01-2018 and 041094-01-2018, respectively). On June 14 2018, Leumi signed an agreement with British investment fund Argo Capital Management Limited for the sale of the Bank's entire holdings in Bank Leumi Romania. One of the preconditions for completing the transaction, as stipulated in the agreement, is obtaining of a control permit by the acquirer from the central bank of Romania. After the deadline for obtaining the above-mentioned control permit had passed, and there was no prospect of the acquirer obtaining this permit, the Bank notified the acquirer on February 19 2019 that the agreement had expired. At the same time, the Bank considered other alternatives for the sale of Bank Leumi Romania. On February 19 2019, the Bank granted an eight-week exclusivity period to a party that submitted a non-binding bid to acquire Bank Leumi Romania. The exclusivity period was designed to enable this party to conduct due diligence and to sign a binding agreement with the Bank. The cancellation of the June 2018 agreement is not expected to have a significant effect on the Bank's financial results. Signing a new sale agreement, insofar as one is signed and completed, is not expected to have a significant effect on the Bank's financial results either. For more information, please see the immediate report dated June 14 2018 and February 20 2019. For further details, see immediate reports dated June 14 2018 and February 20 2019, (Ref. Nos. 052023-01-2018 and 014836-01-2019, respectively). 3 Cost in reported Asset value The Bank’s share in the The share of the Bank amounts paid-up capital on a and subsidiaries in consolidated basis voting rights (in NIS thousands) (in NIS thousands) % % % 631,536 1,033,476 100.00 100.00 100.00 2,561,130 2,600,991 84.68 84.68 84.68 542,978 164,714 99.92 99.92 99.92 154,689 1,782,767 100.00 100.00 100.00 4 Regulation 11 - List of Investments in Bonds* and Capital Notes in Material Subsidiaries As at December 31 2018 Company Unlinked Subordinated Total as at Net change Total as at Repayment Capital notes(a) bonds(b) December 31 In the December 31 date 2018 accounting 2017 year (in NIS thousands) Bank Leumi (UK) PLC - 256,593 256,593 41,160 215,433 31.12.2023 Leumi Partners Ltd. 1,064,195 - 1,064,195 7,694 1,056,501 28.12.2019 Total 1,064,195 256,593 1,320,788 48,854 1,271,934 Composition: Amortized cost, for those with a rate - Amortized cost, for those without a rate 1,320,788 Total 1,320,788 (a) The capital notes are non-convertible. (b) Subordinated notes include accrued interest, linkage differences and exchange rate differences. * As of December 31 2018, there were no investments in bonds. Regulation 11 - Loans to Material Subsidiaries as of December 31 2018 Annual interest rates Company Outstanding Movement, Outstanding Unlinked Loans in Final balance net balance loans foreign repayment In NIS During 2018 In NIS currency or date thousands thousands linked to December 31 December 31 foreign 2017 2018 currency % % Bank Leumi USA 1,052,517 310,794 1,363,311 2.82-3.41 21.5.2023 Bank Leumi (UK) PLC 1,050,070 450,766 1,500,836 0.9-4.9 17.4.2023 Bank Leumi Romania S.A. 248,425 8,454 256,879 0.89-0.9 31.12.2021 Leumi Card Ltd. 5,766,835 (2,129,895) 3,636,940 0.60 3.53-6.39 29.11.2019 5 Regulation 12 - Changes in Investments in Material Subsidiaries in the Report Period Change date Nature of Company’s Share Total Currency Nominal cost Reported cost change name class in NIS in NIS Bank Leumi of Ordinary Israel shares of May 2018 Sale Corporation USD 0.1 334,765 USD 139,780,406 142,706,249 Bank Leumi of Ordinary Israel shares of July 18 Sale Corporation USD 0.1 7,142 USD 2,534,951 2,588,012 6 Regulation 13 - Income of Subsidiaries and Associates and the Corporation’s Income therefrom as of the Balance Sheet Date(c) Profit (loss) Profit (loss) Other Interest and linkage before provision after provision comprehensive differences for income tax(a) for income tax(a) income (loss), after provision (a) for income tax Company Management From loans From bonds fees (in NIS thousands) Bank Leumi USA 315,642 235,401 (48,259) - 23,071 584 Bank Leumi (UK) PLC 63,999 52,176 136 - 11,480 3,786 Bank Leumi of Israel Corporation (5,023) (3,632) - - - - Bank Leumi Romania S.A.
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