Bank Leumi Le-Israel B.M. Immediate Report on Convening of General

046T

PUBLIC 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 3 514-9732 Electronic Mail: [email protected]

Transmission Date: 25 June 2012 Reference: 2012-01- 165669

To: To: The Israel Securities Authority The Tel-Aviv Stock Exchange, Ltd. www.isa.gov.il www.tsae.co.il

Immediate Report on Convening of General Meeting Regulation 36B (a) and 36C of the Securities (Periodic and Immediate Reports) Regulations, 1970 Explanation: If one of the topics on the agenda of the meeting is the approval of a transaction with a controlling shareholder or approval of an irregular offering, fill out form 133T or 138T accordingly.

One of the topics on the agenda of the meeting is approval of a transaction with a controlling shareholder or one that the controlling shareholder has a personal interest in or approval of a private irregular or significant offering.

1. On 25 June 2012 it was decided to convene an Annual General Meeting. The securities number that allows its holder to participate in the meeting is 604611. which will convene on Wednesday, 1 August 2012 at 10:30 At Lyn House, 35 Yehuda Halevi Street, Tel Aviv. 2. The record date for eligibility to participate and vote in the meeting: 2 July 2012. 3. On the Agenda: ; Approval of actions or transactions requiring approval in accordance with Sections 255, 262 or 268-275 of the Companies Law, 1999 (hereafter: “Companies Law”); A decision according to Section 121(c) of the Companies Law on the authority of the Chairman of the Board of Directors to fill the position of CEO or exercise his authority; Approval for change in the form of reporting according to Section 35B of the Securities Law; Merger according to Section 320 of the Companies Law; An agreement according to Section 350 of the Companies Law; ; Appointment or termination of a Director; ; Appointment of an External Director; Is the appointment of the External Director according to the instructions of Section 239(d) of the Companies Law: No. Explanation: Section 239(d) of the Companies Law determines that “In a company in which, on the date of appointment of an outside director, all members of the board of directors of the company are of one gender, the outside director appointed shall be of the other gender.”

The tenure and employment conditions offered to the External Director are in accordance with the Companies Regulations (Rules regarding Compensation and Expense Reimbursement of External Directors), 2000. ; Appointment or termination of an Independent Director; ; Other Topic:

1. See attached Appendix

Details regarding the topics on the Agenda:

------isa.pdf 256121 Explanation: Details of the topics will include the main facts needed for understanding and approving each matter requiring a vote at the meeting.

Text of the resolutions tendered or a summarized description of their main points: ------isa.pdf 256121

To the best of the company’s knowledge, will the controlling shareholder hold the required proportion of shares to approve the resolutions on the agenda of the General Meeting on the date the General Meeting convenes, assuming that all the remaining shareholders will participate in the voting and vote against him: No.

4. Attached ; Voting Paper Position Paper ; Director’s Declaration to serve as a Director in the Company Isa.pdf 256121

Explanation: If a Voting Paper and/or a Position Paper are attached, ensure that they are configured according to the Companies Regulations (Written Vote and Position Papers), 2005.

Address of Internet site for voting: ______

Explanation: Fill in this field if the company permits voting via the Internet in accordance with Regulation 5(c) of the Companies Regulations (Written Vote and Position Papers)2005.

E-mail address of a Stock Market Member permitted to present there the material that he is required to present to the company according to Regulation 4(c)(1) of the Companies Regulations (Written Vote and Position Papers, 2005).

------5. The legal quorum required to hold the meeting: Three members present in person or via representative. 6. In the absence of a legal quorum, the postponed meeting will be held on 8 August 2012 at 10:30, at Lyn House, 35 Yehuda Halevi Street, Tel-Aviv. 7. The 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.

The report has been signed on behalf of the Company in accordance with regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 1970, by Yael (Ben Moshe) Rudnicki, Adv., Bank and Group Secretary Reference numbers of the previous documents on this subject (does not constitute incorporation by reference): 2012-01-165129 2012-01-158160 2012-01-118533

Previous names of the reporting entity:

Latest form configuration update date: 13 May 2012

Name of electronic reporter: Rudnicki Yael; Position: Company Secretary; Name of employer company: 34 Yehuda Halevi Street, Tel-Aviv, 61000, Telephone: 03-514-9419, Fax: 03-514- 9732, E-mail: [email protected]

BANK LEUMI LE-ISRAEL B.M.

NOTICE TO ORDINARY STOCKHOLDERS

Notice is hereby given that the Annual General Meeting of the Bank for 2012 will be held at Lyn House, 35 Yehuda Halevi Street, Tel Aviv, on 1 August 2012 at 10:30 am, for the following purposes:

1. To receive and discuss the Financial Statements and the Reports of the Directors and Auditors for the year ending 31 December 2011; 2. To reelect the Auditors Somekh Chaikin and Kost, Forer, Gabbay & Kasierer, and to authorize the Audit Committee of the Board of Directors to fix their remuneration; 3. To elect four External Directors, in accordance with Directive 301 of the Banking Supervision Department ("External Director") out of the following list of candidates:

Candidates proposed by the committee appointed under Section 4 of the Banking Law (Statutory Amendments), 2012, in accordance with the details in Section 11D(a)(1) and (2) of the Banking Ordinance 1941 ("Banking Ordinance"): (a) Prof. Arieh Gans (Director retiring by rotation); (b) Prof. Efraim Sadka (Director retiring by rotation) (defined as having Banking Experience, per the definition of the term in the Directives of the Banking Supervision Department; (c) Ziyad Abou-Habla, CPA; (d) Rami Avraham Guzman; (e) Prof. Eran Yashiv; (f) Prof. Yoram Landskroner; (g) Dov Naveh, CPA;

Candidate proposed by the Otzar Hityashvuth Hayehudim B.M., stockholder of the Bank entitled to propose a candidate to serve as a Director in the Bank in accordance with the provision of Section 11D(a)(3) of the Banking Ordinance: ((h) Prof. Yedidia Stern.

A separate vote will be held for the election of each proposed candidate noted above; voters may vote for each of the candidates and their voting is not limited to four candidates. From among the candidates for election as a Director, only four will be elected, as detailed below. The terms of office of the External Directors elected at the Meeting are contingent upon the approval or non-objection from the Supervisor of Banks, pursuant to Section 11A of the Banking Ordinance. For additional details, see “Voting Procedure for Resolution No. 3” below.

4. To elect an External Director pursuant to Section 239 of the Companies Law, 1999 ("ED" and the "Companies Law”) for a term of three years, from among the following list of candidates:

A separate vote will be held for the election of each proposed candidate noted above; voters may vote for each of the candidates and their voting is not limited to one candidate. From among the candidates for election as an ED, only one will be elected, as detailed below. The term of office of the ED elected at the Meeting are contingent upon the approval or non-objection from the Supervisor of Banks, pursuant to Section 11A of the Banking Ordinance. For additional details, see “Voting Procedure for Resolution No. 4” below.

5. To approve an increase in the Bank's Registered Capital to the sum of NIS 3,215,000,000 by creation of 1 billion ordinary shares, par value NIS 1 each, convertible to stock after issuance and full payment there for, and also to amend the resolution adopted at the General Meeting of 7 October 2008, such that the 500,000,000 ordinary shares, par value NIS 1 each, created by said resolution of the General Meeting of 7 October 2008 shall be utilized not only for the purpose of the issuance of subordinated hybrid capital notes.

6. To amend Article 143 of the Bank's Articles of Association regarding insurance, indemnity and release, in order to enable the Bank to indemnify and/or insure the Bank's officers in accordance with and subject to the provisions of the Anti-Trust Law, 1988, as amended by the Anti-Trust Law (Amendment no 13), 2012, as per the amended draft attached to this Immediate Report.

7. Subject to the resolution of the General Meeting, as specified in Item 6 of the agenda, to approve the amendment of the Letter of Indemnity granted to Bank Directors, in accordance with which the advanced indemnity undertaking shall be granted also with respect to expenses in accordance with and subject to the specified in the Anti-Trust Law, 1988, as per the amended text of the Letter of Indemnity attached to this Immediate Report.

8. To approve and to authorize the Bank in advance to purchase a Run Off type of Directors' and other Officers' Liability Insurance in the Bank and in the Group (the "Policy") without the need for an additional approval of the General Meeting (but rather an immediate report to the public and a report to the General Meeting at the upcoming General Meeting after purchase of the Policy, if purchased), all subject to and in accordance with the terms specified herein below:

8.1 Date of Purchase of the Policy: the Bank, at its discretion and subject to the details of this resolution, shall purchase the Policy prior to transfer, purchase or creation of control1 in the Bank by any entity or individual whatsoever in any manner.

1 Control – application to obtain control permit in accordance with the details of the Banking Law (Licensing), 1981. 8.2 Term of the Policy: The term of the policy shall be until the end of 7 years from the date specified in clause 8.1 above.

8.3 Cost of the Policy: Cost of premium for the Policy shall not exceed 4.5 times the annual cost of the existing D&O policy for Directors and other Officers Liability Insurance in the Bank and the Group upon the date of purchase thereof.

8.4 The Policy is in addition to the directors and other Bank officers liability insurance policy in the Bank and the Group and does not derogate from the ongoing insurance of officers who shall serve at the Bank and the Group after transfer or purchase of control in the Bank.

8.5 The Audit Committee and thereafter the Board of Directors shall approve the purchase of the Policy and the terms thereof are reasonable and do not damage the good of the Bank, taking into consideration of the Bank's and officers' exposure, scope of coverage and market terms.

9. To approve the increase in the salary of the Chairman of the Board of Directors, Mr. David Brodet, by 3.7% as of 1 January 2012.

10. To approve the resolutions concerning approval of holding positions and disclosure by officers, according to the text presented to the Meeting.

The majority required to approve all of the resolutions on the agenda, other than Resolutions Nos. 3 and 4, is an ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper with respect to the items regarding which it is possible to vote by means of a voting paper) or by proxy. For purposes of removal of doubt, it is clarified that abstentions will not be counted among the said votes. With regard to the voting procedure and required majority to approve Resolutions 3 and 4, see below.

Voting Procedure for Resolution No. 3

Regarding Resolution 3 (election of External Directors), details of the procedure for voting at the General Meeting are as follows:

1. The majority required to approve Resolution No. 3 on the agenda, concerning the election of external directors, is an “ordinary majority” of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy (including by means of a voting paper) (the “Ordinary Majority”, the “Participants in the Vote”).

2. The quorum of Participants in the Vote shall not include abstaining votes.

3. In accordance with what is determined in the Banking Ordinance, if the number of candidates for service as External Directors who have obtained an Ordinary Majority exceeds four, which is the number of available positions, the candidates who have received the highest number of supporting votes at the General Meeting will be elected. Also, in accordance with Article 85B of the Bank's Articles, should a determination need to be made between a number of candidates who received the same number of supporting votes, the determination shall be made by lot.

4. It is emphasized that in accordance with Directives of the Bank of Israel, one fifth of the members of the Board of Directors are required to possess banking experience, per the definition of the term in the Directives of the Banking Supervision Department. Among the Directors who are not candidates for reelection, Mr. Reuven Adler was defined as "possession banking experience".

5. The terms of office of the elected candidates are contingent upon the approval or non-objection of the Supervisor of Banks. The elected candidates will begin to serve together simultaneously, along with the elected candidate to serve as an ED pursuant to Item 4 on the agenda, immediately after receipt of the approval or non-objection of the Supervisor of Banks regarding the last of the candidates (the “Comprehensive Approval of the Supervisor”). Should the Comprehensive Approval of the Supervisor not be received by 9 October 2012, the terms of office of the elected candidates who have been approved by the Supervisor of Banks by that time will commence on 10 October 2012, and the terms of office of the others shall commence at the time that the Supervisor of Banks’ approval is received.

6. In accordance with what is determined in the Banking Ordinance, a Director, excluding an ED, as defined in the Companies Law, whose term of office has ended, hence decreasing the number of Directors of the Bank below the appropriate number of Directors determined by the Supervisor of Banks under Section 35(a) of the Banking Law (Licensing), or as a result thereof the composition of the Board of Directors does not comply with all the statutory requirements, as specified in the said Section, may continue to serve in his position for a period of six months, or until the increase of the number of Directors to the said proper number, or until the composition of the Board of Directors complies with the statutory requirements, respectively, the earlier of the two; Where a Director has decided to continue to serve in his position as per this paragraph, the same shall notify the Bank, and despite his said office, for the purpose of Section 35A of the Banking Law (Licensing) he shall be deemed a Director whose term of office has ended.

7. It is emphasized that if any of the elected candidates is disqualified for any reason, including by the Supervisor of Banks, the candidate receiving an "Ordinary Majority" and the highest number of supporting votes cast at the General Meeting after such disqualified candidate (the “next in line”) will be considered to have been elected. It is emphasized that the term of office of the next in line is also contingent upon the approval or non-objection of the Supervisor of Banks.

8. Until such time as the elected candidates are approved by the Supervisor of Banks, the retiring External Directors (who are not EDs) shall remain in office.

9. A separate vote will be held in respect of the election of each candidate or each Director, respectively. Voters may vote for each of the candidates to serve as External Directors and their voting is not limited to four candidates.

Voting Procedure for Resolution No. 4

Regarding Resolution 4 (election of an ED), details of the procedure for voting at the General Meeting are as follows:

1. Pursuant to section 239 of the Companies Law, and in consideration of the fact that the Bank is a corporation without a control core, the majority required to adopt Resolution No. 4 on the agenda is an ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper) or by proxy (“Ordinary Majority”, the “Participants in the Vote” as relevant), and only if one of these conditions exists – (1) the quorum of majority votes includes a majority of the votes of stockholders who do not have a personal interest in approving the appointment ("Independent Stockholders"), or (2) the total of dissenting votes among the Independent Stockholders does not exceed 2% of the total voting rights in the Bank (all the voting conditions required above, including the Ordinary Majority will be termed together as a – “Special Majority”.

It is emphasized that the stockholder participating in the voting for Resolution No. 4 of the agenda must notify the Bank prior to the voting at the Meeting or, if he is voting by voting paper, on the voting paper, whether or not he has a personal interest in approving the appointment. It is further emphasized that a stockholder who does not notify as described above – will not vote and his vote will not be counted (see sub-sections b and c of “Additional Details Regarding the Election of Directors (Resolution Nos. 3 and 4)” below).

In addition, a stockholder participating in the voting for Resolution No. 4 of the agenda must notify the Bank prior to the voting at the Meeting or, if he is voting by voting paper, on the voting paper, whether or not he is an Interested Person in the Bank (as per the definition of the term "Interested Person" in Section 1 of the Securities Law, 1968), a Senior Officer in the Bank (as per the definition fo "Senior Officer" in Section 37(d) of the above law), an Institutional Investor, as defined in Regulation 1 of the Supervision of Financial Services Regulations (Pension Funds)(Participation of a Management Company in a General Meeting), 2009, or an Administrator of Joint Trust Investment Fund, as defined in the Joint Trust Investments Law, 1994.

2. The quorum of Participants in the Vote shall not include abstaining votes.

3. In accordance with what is determined in the Banking Ordinance, where the number of candidates for election as EDs who have received a Special Majority is greater than one, which is the number of available positions, the candidate receiving a highest number of supporting votes at the General Meeting will be elected.

5. The term of office of the elected candidate is contingent upon the approval or non-objection of the Supervisor of Banks. The elected candidate will begin to serve on the Board of Directors together with the elected candidates to serve as Directors pursuant to Item 3 on the agenda, immediately after receipt of the approval or non-objection of the Supervisor of Banks regarding the last of the candidates (the “Comprehensive Approval of the Supervisor”). Should the Comprehensive Approval of the Supervisor not be received by 9 October 2012, the term of office of the elected candidate as an ED, if approved by the Supervisor of Banks by that time, will commence on 10 October 2012, and if the term of office has not been approved by the Supervisor of Banks by that date, the terms of service shall commence at the time that the Supervisor of Banks’ approval is received.

6. It is emphasized that if the elected candidate is disqualified for any reason, including being disqualified by the Supervisor of Banks, the candidate receiving a Special Majority and the highest number of supporting votes cast at the General Meeting after such disqualified candidate (the “next in line”) will be considered to have been elected. It is emphasized that the term of office of the next in line is also contingent upon the approval or non-objection of the Supervisor of Banks.

7. A separate vote will be held in respect of the election of each candidate; voters may vote for each of the candidates, and their voting is not limited to one candidate.

Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)

∗ i.e. any stockholder provided that if the other is himself a holder of means of control in the banking corporation or the bank holding corporation, as the case may be, shall not vote in the name of and on behalf of more than one other holder." Therefore, as regards the election of the Directors, a proxy holder who is himself a stockholder of the Bank may vote in the name of and on behalf of one additional stockholder only. As regards the other matters on the agenda of the General Meeting, there is nothing to prevent such a proxy holder from representing more than one stockholder.

b. Section 239 of the Companies Law states, inter alia, that: "The provisions of Section 276 will apply, mutatis mutandis, with respect to a person who has a personal interest."

Section 276 of the Companies Law determines: “A stockholder participating in a vote under section 275 shall notify the company prior to the vote in the meeting, or, if the vote is by way of voting papers, on the voting paper, whether or not he has a personal interest in the approval of the transaction; where a stockholder does not so notify, he shall not vote and his vote shall not be counted." c. Section 1 of the Companies Law determines that it will also be seen as a personal interest of a participant in a vote when: “the personal interest of the person voting by power of attorney given him by another person, even if the other person has no personal interest, and also the vote of the person who received the power of attorney to vote on behalf of the person with a personal interest will be seen as the vote of a person with a personal interest, all regardless of whether the discretion of voting is in the hands of the voter or not”. d. Section 11G(a)(6) of the Banking Ordinance determines: "should the number of candidates for service as Directors who have obtained a majority of the votes of the participants at the General Meeting exceed the number of available positions as stated, the candidates who have received the highest number of supporting votes at the General Meeting will be elected, unless the Bank's Articles of Association specify another equality mechanism approved by the Supervisor of Banks". e. Section 1E(a)(6) of the Banking Ordinance determines: "A Director, excluding an External Director, as defined in the Companies Law, whose term of office has ended, hence decreasing the number of Directors of the Bank below the appropriate number of Directors determined by the Supervisor of Banks under Section 35(a) of the Banking Law (Licensing), or as a result thereof the composition of the Board of Directors does not comply with all the statutory requirements, as specified in the said Section, may continue to serve in his position for a period of six months, or until the increase of the number of Directors to the said proper number, or until the composition of the Board of Directors complies with the statutory requirements, respectively, the earlier of the two; Where a Director has decided to continue to serve in his position as per this paragraph, the same shall notify the Bank, and despite his said office, for the purpose of Section 35A of the Banking Law (Licensing) he shall be deemed a Director whose term of office has ended".

In accordance with the Bank's Articles of Association, the legal quorum for convening of a General Meeting is the presence of three stockholders or more, personally present or through a representative, within the first half hour from the time set forth for opening of the Meeting. Should no legal quorum is present within half an hour from the time set forth for opening of the meeting, the Meeting shall be postponed to 8 August 2012 at the same place and time. Should no legal quorum is present at the postponed meeting, two stockholders personally present or through a representative will be entitled to deal with the issues for which the meeting was convened.

The record date for determining the entitlement of all stockholders to vote at the General Meeting is July 2, 2012.

A stockholder entitled to attend and vote may vote by means of a voting paper, pursuant to the Companies Law and the Companies (Written Voting and Position Papers) Regulations, 2005 (the "Regulations"), such being in respect of Items 3, 4, 7, 8, 9 and 10 on the agenda.

The addresses of the distribution website of the Israel Securities Authority (the "Securities Authority") and of the website of the Tel Aviv Stock Exchange Ltd. (the "Stock Exchange"), at which the text of the voting paper and the position papers (as defined in section 88 of the Companies Law) are obtainable are:

Distribution website of the Securities Authority: http://www.magna.isa.gov.il/ Website of the Stock Exchange: http://maya.tase.co.il/

Voting by means of a voting paper is to be done on the Second Part of the voting paper as published on the distribution website of the Securities Authority.

In addition, for additional information on the General Meeting, the Immediate Report regarding convening of the General Meeting submitted on 25 June 2012 may be viewed on the distribution website of the Securities Authority and the website of the Tel Aviv Stock Exchange Ltd.

A stockholder may apply to the Bank directly and receive the text of the voting paper and the position papers.

A Stock Exchange member will send via electronic mail, free of charge, the link to the voting paper and the position papers on the distribution site of the Securities Authority to all stockholders not registered in the Register of Stockholders and whose stock is registered with such Stock Exchange member, unless the stockholder has given notice that he/she does not wish to receive same, provided that the notice was given in respect of a particular securities account and at a date prior to the record date.

A stockholder whose stock is registered with a Stock Exchange member is entitled to receive a certificate of ownership from the Stock Exchange member through which he holds his stock, at a branch of the Stock Exchange member or via mail to his address against payment of the delivery charge only, if so requested. Such a request is to be made in advance in respect of a particular securities account.

The final date for delivery of position papers to the Bank is 12 July 2012.

The final date for delivery of voting papers to the Bank is 29 July 2012, at 10:30 am.

Apart from the option of voting by means of a voting paper in respect of the items specified above, 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 – i.e., by 30 July 2012 at 10:30 am. In the case of stockholders who are not registered in the Register of Stockholders, he/she must attach 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 to the proxy.

Documents regarding the Resolutions on the agenda 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.

It is clarified that a stockholder or his representative requesting to be present and/or vote in the General meeting is required to be in possession of the following documents, which he will be required to present:

i. A valid Identity Card or Passport or Driver’s License. ii. An ownership certificate valid as of the record date – 2 July 2012.

Anyone who is not a stockholder or is a stockholder without a certificate of ownership valid as of 2 July 2012 will not be allowed to be present and vote at the General Meeting.

A stockholder whose shares are listed in his name in the Register of Stockholders of the Bank is not required to be in possession of the abovementioned certificate of ownership.

Tel Aviv, 25 June 2012

By Order of the Board of Directors

Yael (Ben Moshe) Rudnicki, Adv. Bank Secretary

Details of the Items on the Agenda of the General Meeting:

Item 1: The Financial Statements for 2011

The Annual Report of the Bank for 2011 may be viewed at the Magna website of the Israel Securities Authority and at the website of the Bank, www.leumi.co.il. In addition, copies are available on request from the Secretariat of the Bank, P.O. Box 2, Tel Aviv 61000, or telephone 03-514-9716.

Text of the Resolution: To receive and discuss the Financial Statements and the Reports of the Directors and Auditors for the year ending 31 December 2011.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy.

Item 2: Reelection of Auditors

Description of Item: The Annual General Meeting is requested to approve the reelection of the joint auditors of the Bank, Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Audit Committee of the Board of Directors to fix their remuneration. At the meeting of the Audit Committee of the Bank held on 22 March 2012, it was resolved to recommend to the General Meeting to reelect the joint auditors of the Bank, Somekh Chaikin and Kost Forer Gabbay & Kasierer. For the report to the Annual General Meeting on the remuneration of the Auditors, see page 299 of the Annual Report of the Bank.

Text of the Resolution: To reelect the Auditors Somekh Chaikin and Kost Forer Gabbay & Kasierer, and to authorize the Audit Committee of the Board of Directors to fix their remuneration.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy.

Item 3: Election of External Directors according to Directive 301 of the Banking Supervision Department

Description of Item: Pursuant to the Articles of Association of the Bank, at the Annual General Meeting, four members of the Board of Directors will retire respectively: Mr. Reuven Adler (external public director), Mrs. Zipora Gal-Yam, Prof. Arieh Gans and Prof. Efraim Sadka.

Five Directors stand to be elected in this General Meeting: four Directors in accordance with Directive 301 of the Banking Supervision Department ("External Director"), pursuant to Resolution 3 on the agenda, and one external Director according to Section 239 of the Companies Law, 1999 ("ED") pursuant to Resolution No. 4 on the Agenda.

In Resolution No. 3 of the agenda eight candidates are standing for election as a External Director, of which only four will be chosen from among them.

The committee appointed under Section 4 of the Banking Law (Statutory Amendments), 2012 has notified the Bank, that in accordance with the provision of Section 11D(a)(1) and (2) of the Banking Ordinance, 1941 ("Banking Ordinance"), it proposes to the General Meeting to elect four candidates to serve as External Directors, out of seven candidates proposed by it, as follows:

Prof. Arieh Gans and Prof. Efraim Sadka (defined as having Banking Experience, per the definition of the term in the Directives of the Banking Supervision Department) (Directors retiring by rotation), Ziyad Abou-Habla, CPA, Rami Avraham Guzman, Prof. Eran Yashiv, Prof. Yoram Landskroner, Dov Naveh, CPA.

In addition to the above committee, the following candidate was proposed to serve as an External Director by Otzar Hityashvuth Hayehudim B.M., a stockholder in the Bank entitled to propose a candidate to serve as a Director of the Bank, in accordance with the provision of Section 1D(a)(3) of the Banking Ordinance: Prof. Yedidia Stern.

The terms of office of the External Directors elected at the Meeting are contingent upon the approval or non-objection from the Supervisor of Banks, pursuant to Section 11A of the Banking Ordinance. A separate vote will be held for the election of each proposed candidate noted above; voters may vote for each of the candidates and their voting is not limited to four candidates. From among the candidates for election as a Director, only four will be elected, as detailed below.

Voting Procedure for Resolution No. 3

Regarding Resolution 3 (election of External Directors), details of the procedure for voting at the General Meeting are as follows:

2. The quorum of Participants in the Vote shall not include abstaining votes.

4. It is emphasized that in accordance with Directives of the Bank of Israel, one fifth of the members of the Board of Directors are required to possess banking experience, per the definition of the term in the Directives of the Banking Supervision Department. Among the Directors who are not candidates for re-election, Mr. Reuven Adler was defined as "possession banking experience".

8. Until such time as the elected candidates are approved by the Supervisor of Banks, the retiring External Directors (who are not EDs) shall remain in office.

Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)

a. Attention is drawn to the provisions of section 34 (A1) of the Banking (Licensing) Law, 1981: "No person may come to an agreement with another regarding their voting for the election of a director of a banking corporation or a bank holding corporation, including in regards to their vote to terminate his tenure, except in accordance with a permit granted by the Governor [of the Bank of Israel], following consultation with the Licenses Committee; this provision will not apply to group of stockholders as defined in Section 11D(a)(3)(b) of the [Banking] Ordinance, regarding a vote to appoint a director whose nomination was recommended by them in accordance with the aforesaid Section, as well as a holder of means of control∗ who comes to an agreement with another, that the other shall vote in the name of and on behalf of the holder without any discretion as the holder of means of control directs him, provided that if the other is himself a holder of means of control in the banking corporation or the bank holding corporation, as the case may be, shall not vote in the name of and on behalf of more than one other holder." Therefore, as regards the election of the Directors, a proxy holder who is himself a stockholder of the Bank may vote in

∗ i.e. any stockholder the name of and on behalf of one additional stockholder only. As regards the other matters on the agenda of the General Meeting, there is nothing to prevent such a proxy holder from representing more than one stockholder. b. Section 239 of the Companies Law states, inter alia, that: "The provisions of Section 276 will apply, mutatis mutandis, with respect to a person who has a personal interest."

Item 3 (a): Election of Prof. Arieh Gans as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Arieh Gans (1A) ID No. 044383537 (2) Date of Birth: 10.10.1936 (3) Address for serving Court Documents: Lean 7, Ramat Gan, 52492. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Member of the Audit Committee, member of the Financial Statements Examination Committee, member of the Prospectus Committee and member of the Investments Committee. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No (8) Date of commencement of term as a director of the corporation: 3 July 2006. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Yes.

Attached hereto is the declaration of Prof. Arieh Gans, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Arieh Gans as a External Director in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3" , as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (b): Election of Prof. Efraim Sadka as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Efraim Sadka (1A) ID No. 046002747 (2) Date of Birth: 10.7.1946 (3) Address for serving Court Documents: Arie Dolcin 5, TelAviv, 69360. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Member of the Audit Committee, member of the Financial Statements Examination Committee, member of the Risk Management Committee, member of the Administration Committee and member of the Strategy Committee. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: 3 July 2006. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Yes.

Attached hereto is the declaration of Prof. Efraim Sadka, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Efraim Sadka as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3", as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (c): Election of Ziyad Abou-Habla, CPA as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Ziyad Abou-Habla (1A) ID No. 02913636 (2) Date of Birth: 28.4.1973 (3) Address for serving Court Documents: POB. 3377, Zemer 38828. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to the election of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Ziyad Abou-Habla, CPA, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Ziyad Abou Habla as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3", as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (d): Election of Mr. Rami Avraham Guzman as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Rami Avraham Guzman (1A) ID No. 1118132 (2) Date of Birth: 11.3.1939 (3) Address for serving Court Documents: Hadasa 6/23, Tel Aviv 64513. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to election by the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Mr. Rami Avraham Guzman, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Mr. Rami Avraham Guzman as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3", as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (e): Election of Prof. Eran Yashiv as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Eran Yashiv (1A) ID No. 055711683 (2) Date of Birth: 5.9.1959 (3) Address for serving Court Documents: Elkachai 6A, Tel Aviv, 69497. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to election at the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3” on the agenda, as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Prof. Eran Yashiv as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Eran Yashiv as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3" on the agenda, as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (f): Election of Prof. Yoram Landskroner as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Yoram Landskroner (1A) ID No. 10883197 (2) Date of Birth: 28.8.1944 (3) Address for serving Court Documents: Yasmin 63, Mevasseret Zion 90805. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors.. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to the approval of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Prof. Yoram Landskroner, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Yoram Landskroner as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3" on the agenda, as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (g): Election of Dov Naveh, CPA as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Dov Naveh (1A) ID No. 007599053 (2) Date of Birth: 15.2.1943 (3) Address for serving Court Documents: POB. 731, Ramat Gan 52106. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to the approval of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: His brother is married to Ram Aminoach's sister (the husband of Ms. Rakefet Russak Aminoach). (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Mr. Dov Naveh, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Mr. Dov Naveh as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3", as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 3 (h): Election of Prof. Yedidia Stern as External Director.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Yedidia Stern (1A) ID No. 031285091 (2) Date of Birth: 13.3.1955 (3) Address for serving Court Documents: Yushfat 10, Jerusalem. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to the approval of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Prof. Yedidia Stern, as required pursuant to section 224B of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Yedidia Stern as External Director, in accordance with Directive 301 of the Banking Supervision Department.

Required Majority: See the "Voting procedure for Resolution No. 3" on the agenda, as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 4: Election of an External Director in accordance ith Section 239 of the Companies Law, 1999

Description of Item: On 27 July 2012, the term of office of Mr. Reuven Adler as an External Director in accordance with Section 239 of the Companies Law, 1999 shall expire. Mr. Adler made a significant contribution to promoting and improving the Bank's business.

As noted above, in Resolution No. 4 on the agenda, two candidates are standing for election as an ED, and only one ED will be chosen from among them.

The Committee appointed in accordance with Section 4 of the Banking Law (Statutory Ammendments), 2012, has notified the Bank that it is proposing to the General Meeting, pursuant to the specified in Sections 11D(a)(1) and (2) of the Banking Ordinance, to elect one candidate as ED, from the two following candidates proposed by it in this section:

Chaim Samet, Adv. And Prof. Israel Zang

The term of office of the ED elected at the Meeting are contingent upon the approval or non-objection from the Supervisor of Banks, pursuant to Section 11A of the Banking Ordinance.

Voting Procedure for Resolution No. 4

Regarding Resolution 4 (election of an ED), details of the procedure for voting at the General Meeting are as follows:

2. The quorum of Participants in the Vote shall not include abstaining votes.

4. It is emphasized that in accordance with Directives of the Bank of Israel, one fifth of the members of the Board of Directors are required to possess banking experience, per the definition of the term in the Directives of the Banking Supervision Department. Among the Directors who are not candidates for re-election, Mr. Reuven Adler was defined as "possession banking experience".

5. The term of office of the elected candidate is contingent upon the approval or non-objection of the Supervisor of Banks. The elected candidate will begin to serve on the Board of Directors together with the elected candidates to serve as Directors pursuant to Item 3 on the agenda, immediately after receipt of the approval or non- objection of the Supervisor of Banks regarding the last of the candidates (the “Comprehensive Approval of the Supervisor”). Should the Comprehensive Approval of the Supervisor not be received by 9 October 2012, the term of office of the elected candidate as an ED, if approved by the Supervisor of Banks by that time, will commence on 10 October 2012, and if the term of office has not been approved by the Supervisor of Banks by that date, the terms of service shall commence at the time that the Supervisor of Banks’ approval is received.

7. A separate vote will be held in respect of the election of each candidate; voters may vote for each of the candidates, and their voting is not limited to one candidate.

Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)

b. Section 239 of the Companies Law states, inter alia, that: "The provisions of Section 276 will apply, mutatis mutandis, with respect to a person who has a personal interest."

c. Section 1 of the Companies Law determines that it will also be seen as a personal interest of a participant in a vote when: “the personal interest of the person voting by power of attorney given him by another person, even if the other person has no personal interest, and also the vote of the person who received the power of attorney to vote on behalf of the person with a personal interest will be seen as the vote of a person with a personal interest, all

∗ i.e. any stockholder regardless of whether the discretion of voting is in the hands of the voter or not”.

d. Section 11G(a)(6) of the Banking Ordinance determines: "should the number of candidates for service as Directors who have obtained a majority of the votes of the participants at the General Meeting exceed the number of available positions as stated, the candidates who have received the highest number of supporting votes at the General Meeting will be elected, unless the Bank's Articles of Association specify another equality mechanism approved by the Supervisor of Banks".

e. Section 1E(a)(6) of the Banking Ordinance determines: "A Director, excluding an External Director, as defined in the Companies Law, whose term of office has ended, hence decreasing the number of Directors of the Bank below the appropriate number of Directors determined by the Supervisor of Banks under Section 35(a) of the Banking Law (Licensing), or as a result thereof the composition of the Board of Directors does not comply with all the statutory requirements, as specified in the said Section, may continue to serve in his position for a period of six months, or until the increase of the number of Directors to the said proper number, or until the composition of the Board of Directors complies with the statutory requirements, respectively, the earlier of the two; Where a Director has decided to continue to serve in his position as per this paragraph, the same shall notify the Bank, and despite his said office, for the purpose of Section 35A of the Banking Law (Licensing) he shall be deemed a Director whose term of office has ended".Item 4 (a):

Item 4 (a): Election of Advocate Haim Samet as ED.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Haim Samet (1A) ID No. 007249675 (2) Date of Birth: 19.1.1945 (3) Address for serving Court Documents: Menachem Begin 7, Ramat Gan. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes. According to the candidate’s declaration and subject to being elected by the Annual General Meeting and subject to the approval or non-objection of the Supervisor of Banks, and subject to the approval of the Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to election at the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 3 of the "Voting Procedure for Resolution No. 4” on the agenda, as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Advocate Haim Samet, Adv., as required pursuant to sections 224B and 241 of the Companies Law, 1999.

Text of the Resolution: To elect Haim Samet, Adv. as an ED, pursuant to Section 239 of the Companies Law, 1999 for a period of three years.

Required Majority: See the "Voting procedure for Resolution No. 4" on the agenda, as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 4 (a): Election of Prof. Israel Zang as ED.

Details regarding the candidate, to the best of the knowledge of the Bank:

(1) Name: Israel Zang (1A) ID No. 007947161 (2) Date of Birth: 2.3.1946 (3) Address for serving Court Documents: Ori Zvi Greenberg 4/23, Tel Aviv, 69379. (4) Nationality: Israeli (5) Membership of Committees of the Board of Directors: Not yet determined. (6) Is he an Independent Director or External Director as defined in the Companies Law/ possessing accounting and financial expertise or professional qualifications/ expert External Director: Yes, in accordance with the candidate's declaration, and subject to election by the Annual General Meeting, subject to approval or non-objection by the Supervisor of Banks, and subject to the approval of the Bank's Board of Directors. (7) Is he an employee of the corporation, its subsidiary or associated company, or of an interested person: No. (8) Date of commencement of term as a director of the corporation: Subject to the approval of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with Section 4 of the "Voting Procedure for Resolution No. 3", as stated above. (9) Education and employment during the last five years and details of the corporations where he serves as a director: as specified in the CV attached to this Immediate Report. (10) Is he a family member of another interested person of the corporation: No. (11) Does he possess accounting or financial expertise: Subject to the approval of the Board of Directors of the Bank.

Attached is the declaration of Prof. Israel Zang, as required pursuant to sections 224B and 241 of the Companies Law, 1999.

Text of the Resolution: To elect Prof. Israel Zang as as an ED, pursuant to Section 239 of the Companies Law, 1999 for a period of three years.

Required Majority: See the "Voting procedure for Resolution No. 4" , as stated above.

Attention is also drawn to the "Additional Details Regarding the Election of Directors: (Resolution Nos. 3 and 4)", as stated above.

Item 5: Increase of the Bank's Registered Capital

Description of Item: At the meeting of the Bank's Board of Directors of 24 June 2012, it was resolved to recommend to the Bank's General Meeting to approve the increase of the Bank's Registered Capital by creating 1 billion ordinary shares, NIS 1 par value each, and to amend the resolution adopted at the General Meeting of 7 October 2008, such that the 500,000,000 ordinary shares, par value NIS 1 each, created by said resolution of the General Meeting of 7 October 2008 shall be utilized not only for the purpose of the issuance of subordinated hybrid capital notes.

The Bank's Board of Directors believes that the resolution to increase the Bank's Registered Capital is required, inter alia, to make a possible plan of action available to the Bank in order to prepare for compliance with the instructions of the Supervisor of Banks pertaining to the new capital adequacy targets within the Basel III framework – minimal core capital ratios, to constitute an adequate capital cushions for stress scenarios, and also to enable the Bank's business and administrative development and administration.

Text of the Resolution: To approve an increase in the Bank's Registered Capital to the sum of NIS 3,215,000,000 by creation of 1 billion ordinary shares, par value NIS 1 each, convertible to stock after issuance and full payment there for, and also to amend the resolution adopted at the General Meeting of 7 October 2008, such that the 500,000,000 ordinary shares, par value NIS 1 each, created by said resolution of the General Meeting of 7 October 2008 shall be utilized not only for the purpose of the issuance of subordinated hybrid capital notes.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy.

Item 6: Amendment of Article 143 of the Bank's Articles of Association regarding insurance, indemnity and release, in accordance with the Anti-Trust Law.

Description of Item: The Anti-Trust Law, 1988 ("Anti Trust Law"), as amended by the Anti-Trust Law (Amendment no. 13), 2012, authorizes the Anti-Trust Supervisor to impose upon a breaching entity a monetary penalty. In accordance with the above amendment, a person may be indemnified or insured for expenses made in relation to the monetary penalty process, including reasonable litigation costs, as well as attorney fees, provided that the company's Articles include a provision allowing indemnity or insurance for such expenses.

In light of the above, the Audit Committee of the Board of Directors on 21 June 2012, and following the same the Bank's Board of Directors on 24 June 2012 resolved to recommend to the Bank's General Meeting to amend the Bank's Articles in accordance with the amended draft attached to this Immediate Report, in order to enable the Bank to indemnify and/or insure the Bank's officers for expenses in accordance with and subject to the provisions of the Anti-Trust Law.

Text of the Resolution: To amend Article 143 of the Bank's Articles of Association regarding insurance, indemnity and release, in order to enable the Bank to indemnify and/or insure the Bank's officers in accordance with and subject to the provisions of the Anti-Trust Law, 1988, as amended by the Anti-Trust Law (Amendment no 13), 2012, as per the amended draft attached to this Immediate Report.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person or by proxy.

Item 7: Amendment of the Letter of Indemnity granted by the Bank to Directors in accordance with the Anti-Trust Law

Item Description: The Bank's Audit Committee on 21 June 2012, followed by the Bank's Board of Directors on 24 June 2012, resolved, subject to the approval of the General Meeting, to amend the Bank's Articles of Association as detailed in Item 6 on the agenda, and to recommend to the Bank's General Meeting to amend the Letter of Indemnity granted to Bank Directors according to the text of the amended of Letter of Indemnity attached to this Immediate Report, such that the advanced indemnity undertaking shall be granted also with respect to expenses, in accordance with and subject to the details of the Anti-Trust Law.

Text of the Resolution: Subject to the resolution of the General Meeting, as specified in Item 6 of the agenda, to approve the amendment of the Letter of Indemnity granted to Bank Directors, in accordance with which the advanced indemnity undertaking shall be granted also with respect to expenses in accordance with and subject to the specified in the Anti-Trust Law, 1988, as per the amended text of the Letter of Indemnity attached to this Immediate Report.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper) or by proxy.

Item 8: Advanced Authorization to the Bank to purchase a Run Off type of Directors' and other Officers' Liability Insurance in the Bank and in the Group

Description of Item: The Bank's Audit Committee on 13 May 2012, followed by the Bank's Board of Directors on 30 May 2012, decided to recommend to the General Meeting, to authorize the Bank in advance to purchase a Run Off type of Directors' and other Officers' Liability Insurance in the Bank and in the Group (the "Policy") without the need for an additional approval of the General Meeting (but rather an immediate report to the public and a report to the General Meeting at the upcoming General Meeting after purchase of the Policy, if purchased), all subject to and in accordance with the terms specified herein below.

The resolution of the Audit Committee and the Bank's Board of Directors to submit to the approval of the General Meeting the proposed resolution is based on the Bank recently, in March 2012, becoming a Bank without a control core. The possibility of purchasing a Run Off type of insurance policy at the time and under the circumstances deemed appropriate to the Audit Committee and the Board of Directors of the Bank, according to their discretion and subject to certain preconditions, is intended to enable the Bank to maintain insurance continuity and full insurance coverage in the event of purchase of control in the Bank, as well as with respect to events which have occurred during the period upon termination of which said change of control took place. Engagement in Run Off type of insurance policies is acceptable amongst Israeli public companies.

Text of the Resolution: To approve and to authorize the Bank in advance to purchase a Run Off type of Directors' and other Officers' Liability Insurance in the Bank and in the Group (the "Policy") without the need for an additional approval of the General Meeting (but rather an immediate report to the public and a report to the General Meeting at the upcoming General Meeting after purchase of the Policy, if purchased), all subject to and in accordance with the terms specified herein below:

a. Date of Purchase of the Policy: the Bank, at its discretion and subject to the details of this resolution, shall purchase the Policy prior to transfer, purchase or creation of control1 in the Bank by any entity or individual whatsoever in any manner. b. Term of the Policy: The term of the policy shall be until the end of 7 years from the date specified in clause 8.1 above.

c. Cost of the Policy: Cost of premium for the Policy shall not exceed 4.5 times the annual cost of the existing D&O policy for Directors and other Officers Liability Insurance in the Bank and the Group upon the date of purchase thereof.

d. The Policy is in addition to the directors and other Bank officers liability insurance policy in the Bank and the Group and does not derogate from the ongoing insurance of officers who shall serve at the Bank and the Group after transfer or purchase of control in the Bank.

e. The Audit Committee and thereafter the Board of Directors shall approve the purchase of the Policy and the terms thereof are reasonable and do not damage the good of the Bank, taking into consideration of the Bank's and officers' exposure, scope of coverage and market terms.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper) or by proxy.

Item 9: Increase of Salary of the Chairman of the Board of Directors, Mr. David Brodet

Description of Item: The Bank's Administration Committee on 19 March 2012, the Bank's Audit Committee on 20 March 2012, and thereafter the Bank's Board of Directors on 28 March 2012, decided to recommend to the Bank's General Meeting to approve increase of the salary of the Chairman of the Board of Directors, Mr. David Brodet, by 3.7%, as of 1 January 2012, in addition to CPI linkage.

1 Control – application to obtain control permit in accordance with the details of the Banking Law (Licensing), 1981. reasonable the given circumstances, considering, inter alia, the level of the Chairman's salary in comparison to the salaries of other chairmen of the Board of Directors operating in the Israeli banking system, considering the manner of execution of the Chairman's position and in consideration of the current unique period of the Bank's lifetime, during which the CEO was replaced for the first time in 17 years, and during which the Bank became a banking corporation without a control core.

Text of the Resolution: To approve the increase in the salary of the Chairman of the Board of Directors, Mr. David Brodet, by 3.7% as of 1 January 2012.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper) or by proxy.

Item 10: Resolutions concerning Approval of Holding Positions and Disclosure by Officers

Description of Item: The General Meeting is requested to approve resolutions regarding the approval of holding positions and disclosure by the Bank's officers. Similar resolutions were approved by the Annual General Meeting held on 24 May 2011.

The Companies Law imposes on the officers of the Bank a duty to refrain from any act that may constitute a conflict of interests between holding their positions in the Bank and holding another position, including a position with companies in the Leumi Group, or their personal interests. However, the Bank may approve the existence of such a conflict of interests; that is to say, the Bank may agree that its officer hold a position in addition to his positions in the Bank, after the officer has disclosed to the Bank the positions he holds outside the Bank. It is clarified that the approval set out in the proposed resolutions does not constitute approval of a specific act or transaction in which an officer of the Bank is involved through his position outside the Bank, if such specific act or transaction requires approval under the Companies Law. In addition, the Companies Law imposes on officers the obligation to disclose existing or proposed transactions of the Bank in which the officer has a personal interest. Where such personal interest also includes a personal interest of a corporation in which the officer or his relative has an interest (such as acting as a director of such corporation) such a duty of disclosure is imposed on the officer, whether or not the transaction is in the ordinary course of business. The Companies Law also sets out the manner of approval of such transactions of the Bank and provides that the Bank may approve transactions in the ordinary course of business in the manner provided in its Articles of Association.

It is therefore proposed that these resolutions be approved, following their approval by the Audit Committee and subsequently by the Board of Directors, as required by the Companies Law.

Text of the Resolution: To approve the resolutions concerning approval of holding positions and disclosure by officers, pursuant to the text presented to the Meeting.

Required Majority: An ordinary majority of the total voting rights of the stockholders entitled to vote and who voted in person (including by means of a voting paper) or by proxy.

Aryeh Gans 7 Lean St. Ramat-Gan 52492 03-6721373 050-6759575

Curriculum Vitae

Date of Birth: 10/10/1936 Place of Birth: Przemyśl, Poland Date of Aliyah: 13/11/1950 Address: 7 Lean St. Ramat-Gan 52492 Family Status: Married + 3 Sons (42, 45, 50) Education: B.Ac – Hebrew University Hebrew University, Tel Aviv Branch – 1962 Certified Accountant – 1963 Employment Koor Industries Ltd.: 1994-1998 Deputy CEO for Accounting and Auditing 1989-1994 Head of Accounting Department 1977-1988 Deputy Head of Finance Department 1961-1977 Kesselman & Kesselman Accounting 1959-1962 Bank HaPoalim Ltd. 1955-1958 IDF Mandatory Service

Other Positions: Tel Aviv University, Management Faculty, Department of Accounting

2005-Onward Outside Lecturer – Associate Professor 1998-2004 Faculty Member – Associate Professor 1985-1998 Faculty Member – Senior Teacher 1969-1985 Outside Lecturer – Senior Teacher

Israeli Accounting Standards Board 1997-Onward Member of the Board's Professional Committee 1998-1999 Chairman of the Committee for the Cessation of Financial Inflationary Reporting in Israel.

Auditors' Council 1972-Onward Senior Examiner-Coordinator in Advance Financial Accounting

Israeli Chamber of Auditors 2005 Israeli Chamber of Auditors Fellow 1997-Onward Member of the Professional Advisory Council 1985-1997 Member of the Accounting Rules and Financial Reporting Committee Member of the Professional Committee 1980-1993 Member of the Editorial Board of "Accountant" (Journal) 1978-1985 Member of the Accounting Principles Committee 1975-1977 Member of the Auditing Standards Committee

Joseph Kasierer Institute for Research in Accounting 2003-2004 Institute Chairman

Membership in Boards of Directors 1999-Onward Middle East Tube Company Ltd., Chairman of the Financing Committee 2006-Onward Bank Leumi Le-Israel 1999-2007 The Jerusalem Economy Company, Chairman of the Audit Committee 1998-2006 Ma'a lot, The Israeli Securities Rating Company Ltd., Acting Chairman, Chairman of the Audit Committee 1998-2005 Pelephone Communications Ltd., Chairman of the Finances Committee Mercantile Discount Bank Ltd. Provident Funds, Chairman of the Audit Committee 1998-2002 Blue Square Israel Ltd. 1985-1998 Chairman of the Board of Directors: Israeli Steal Plants Ltd. Koor Issuances Ltd.

Chairmanship of the Board's Finances Committee: Tadiran Ltd. Tadiran Communications Ltd. Koor Tourism Ltd. and its subsidiaries Makhteshim Chemical Work Ltd. Agan Chemical Work Ltd. Mashav Initiating and Developing Ltd. and its subsidiaries including Nesher Israel Cement Enterprises Ltd. Balton C.P. London

Membership on the Board of Directors: Koor Trade Ltd. Soltam Ltd. Koor Capital Markets Ltd. Koor Investment House Ltd. Granite Hacarmel Ltd. and its subsidiaries including Sonol Ltd. and Supergas Ltd. Pri Hgalil Ltd. Yona - Fishing and Industry Company Ltd. Elisra Ltd. Teva Pharmaceutical Industries Ltd. Alliance Tire and Rubber Factories Ltd. And additional companies in the Koor Group

Over the years I have published a number of professional articles in "Accountant" – The Journal of the Israeli Chamber of Auditors, as follows:

Date Journal Subject of the Article Number 7/1975 258-259 The Equity Method in Accounting -6 7/1977 282-283 Accounting Aspects of the Opinion Draft Regarding Implementation of -6 Base Equity in Financial Reports. 11/197 286-287 Selected Issues on Allocation of Taxes 7-10 5/1978 292-293 Earnings per Share -4 1/1979 300 Financial Reports on Special Items, the Consequences of Suspended - Activities, Coordination for Past Years and Accounting Changes. 12/197 8 3/1982 327-328 Financial Report for Interim Periods -1 9/1985 342 Opinion No. 36 – Initial Lessons 3/1986 344 Accounting for Transactions Involving non-Indexed NIS Credit 9/1986 346 Interim Reports – Their Form, Content and Frequency 2/1993 383 Unified Financial Reports

And in "Internal Auditor" – The Journal of the Chamber of Internal Auditors 9/1987 76 Interactions Between the Internal Auditor and the External Accountant. Research 11/2000 "Accounting in Inflationary Conditions – Do We Continue?" Joseph Kasierer Institute for Research in Accounting

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned Aryeh Gans, ID Number 44383537, of 7 Lean St., Ramat Gan 52492, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

3. I have the qualifications that are required for service as a Director of the Bank and in particular, I have knowledge, experience or expertise in one or more of the following fields: banking, financial activity, economic or business activity, law, finance, accounting, risk management, regulatory compliance and/or information technology and that I am able to dedicate the appropriate time to fulfill the position of a Director of the Bank, taking note of, inter alia, the scope of the Bank’s activity and of its size.

My said qualifications are as follows: (education, qualification, experience):

3.1 Accountant, Professor of Accounting, Tel Aviv University, Faculty of Management 3.2 Head of Accounting, the Peres Academic Center, Rehovot. Examiner-Coordinator of the Advanced Financial Accounting exam for the Auditors' Council. Member of the professional committee of the Israeli Accounting Standards Board Israeli Chamber of Auditors Fellow In the past: Dep. CEO for accounting and auditing at Koor Industries Ltd., Director, Chairman of the Board of Directors and Chairman of the Audit and Finances Committee in several companies. External Director at Bank Leumi le-Israel B.M, Member of Audit Committee, Financial Statements Review Committee, Investment Committee and Prospectus Committee.

4. In light of my education, experience, past and current employment, and my skills, I have professional qualifications and/or have the accounting and financial expertise, as defined below [circle the relevant qualification and/or expertise], on the basis of what has been specified above. The following are additional details beyond those stated in section 3 above which are relevant to the matter of my education and experience, which indicate that I fulfill the conditions and meet the tests which establish that I have such qualifications and/or expertise:

BAc – Bachelor Degree in Accounting, Hebrew University, Tel Aviv Branch – 1962 Certified Accountant – 1963 In the past – Chairman of the Joseph Kasierer Institute for Research in Accounting

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

“Professional qualification” – shall mean an academic degree as required in accordance with one of the conditions described in paragraphs (1) or (2) below, and experience as required in paragraph (3) below:

(1) An academic degree in one of the following subjects: economics, business administration, accounting, law and/or public administration; (2) A different academic degree, or the completion of a different form of higher education studies, all within the field of the Bank’s business or in an area which is relevant to the position; (3) At least five years of experience in one of the following, or cumulative experience of five years in at least two or more of the following: (a) in a senior position in the area of business management of a corporation whose business is of a substantial size; or (b) in a senior public service position or in a senior position in the civil service; or (c) in a senior position in the banking field.

“Director with accounting and financial expertise” shall mean a person who, in the view of the Board of Directors meets the following conditions: a director who due to his education, experience and qualifications, possesses a high level of expertise and understanding in the areas of business, accounting and financial statements, in a manner that allows him to understand in detail the Bank's financial statements and to raise a discussion with respect to the manner in which the financial data is presented. In assessing the accounting and financial expertise, the Board of Directors will take the following considerations into account, inter alia: the director’s education, experience, and knowledge of the following subjects: (1) accounting issues and the issues of accounting supervision typical to the banking sector and to companies of the size and complexity of the Bank; (2) the tasks of the auditor, and the duties imposed on him; (3) the procedures for preparing financial statements and their approval according to the Securities Law, 1968 and the Companies Law.

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.1 Offences pursuant to sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of the Penal Law, 1977, and pursuant to sections 52C, 52D, 53(a) and 54 of the Securities Law. A specification of these offenses is attached as Annex A to the Hebrew Declaration contained in the Hebrew Immediate Report.

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

5.3 A conviction in a court of first instance regarding any other offence, in relation to which the Court has determined that because of its substance, severity or circumstances, I am not fit to serve as a director of a public company.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

8. Neither I and/or my relatives and/or my partners and/or employer and/or any party to which I am subject either directly or indirectly and/or any corporation of which I am a controlling shareholder, have any connection to the Bank, to another corporation, to the Chairman of the Board of Directors of the Bank, to the Bank’s President and Chief Executive Officer, to a substantial shareholder of the Bank or to a most senior corporate officer in the field of finance at the Bank, nor have I or any of the above mentioned had such a connection during the past two years.

9. My other positions or occupations do not create nor are they likely to create any conflict of interest with my position as a Director of the Bank, and they do not have the potential to adversely affect my ability to serve as a Director of the Bank.

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

12. Neither I and/or my relatives hold shares in the Bank or any traded shares in a corporation controlled by the Bank in a percentage exceeding one fourth of a percent of the issued and paid-up capital of any of them.

13. I meet all the conditions for service as a director in a banking corporation without a controlling core according to the provisions of the Banking Ordinance. The above-mentioned conditions for service are attached as Annex B to the Hebrew Declaration contained in the Hebrew Immediate Report.

14. I hereby undertake to notify the Bank’s Secretariat immediately if any change takes place with respect to any of the above, including if any condition

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. required by law with respect to my service as an External Director of the Bank ceases to apply.

15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: 06/05/2012 Signature of declarant: ______/s/______Confirmation: I, the undersigned, Adv. Shira Hirsch, hereby confirm that Mr. Arieh Gans, whom I know personally, after I cautioned him to declare the truth and that he will be subject to penalties laid down by law if he does not do so, confirmed the accuracy of his above declaration, and signed it in my presence.

Date 06/05/2012 Name and Signature of Advocate: Adv. Shira Hirsch, L.N. 11010 _

Prof. Efraim Sadka

Education and Occupation during the last five years

Education

1. B.A. in Economics and Statistics, Tel-Aviv University, 1970

2. Ph.D. (“Doctor of Philosophy”) in Economics, Massachusetts Institute of Technology (MIT), 1974

Occupation during the last five years

1. Full Professor in Economics and Head of the Academic Department for International Capital Markets named after Henry Kauffman, Eitan Berglas School of Economics, Tel-Aviv University. (Full Professor since 1984; Head of Academic Department since 1992).

2. External Director (in accordance with the provisions of Proper Banking Procedure 301) in Bank Leumi Le-Israel, as of July 2006. At present I serve in the following committees: Risk Management, Administrative (and Salary and Remuneration), Audit, Strategy, and Financial Statements Review Committee. I have headed a board committee which formed a revolutionary program, first of its kind in Israel (and perhaps in the entire world), for distributing benefits to seniors. Later other companies adopted some of its principles.

3. External Director (according to the Companies Law) in Paz Oil Company Ltd., since 2010. Member of the Finance and Audit Committee, and of the Remuneration Committee.

4. Director in B. Gaon Holdings Ltd., since 2011.

5. Chairman of the Consulting Committee of Poalim Real-Estate Fund (Private Equity whose managing company is held by Poalim Capital Markets – 20%, and the remainder – by private investors), since 2006.

6. Economic consultant. In addition to the above I have been and continue to be occupied with the following public-professional activities:

7. I am member of the professional committee of the Institute for Accounting Standardization, since 2005.

8. I serve as member of the public committee for the examination of methods to ensure the long term sustainability of the Social Security Insurance Institute, 2009-2012. The committee was set up by the Minister of Finance in accordance with a government decision.

9. Chairman of the Wage Committee of the Association of University Heads in Israel, since 2008. The committee discusses wage agreements with the various faculty members’ committees (both academic and administrative). Since long- term wage agreements were signed only recently with all the various faculties, it is unlikely that this committee will have meaningful work in the next couple of years.

10. Chairman of the Executive Board, Babylonian Jewry Heritage Center, since 2011.

11. Chairman of the Executive Board, Sapir Center for Development, Tel-Aviv University, since 2002.

12. Editor in chief of the Israeli Economics Association quarterly, since 2005.

13. President of the Israeli Economics Association, 2006-2008.

14. Member of the Executive Board, the Sapir Forum since its founding in the 1990’s.

15. Member and head of the Audit Committee of the Israel Democracy Institute, since 2009.

16. Member of the public committee for appraising the idea of raising retirement age for women, 2011.

Curriculum Vitae and List of my Publications

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned Efraim Sadka, ID Number 046002747, of 5 Arie Dulzin st. Tel- Aviv 69360, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

3.1 B.A. in Economics and Statistics from the Tel-Aviv University (1970).

3.2 Ph.D. in Economics from the Massachusetts Institute of Technology (MIT), US (1974).

3.3 Chairman of the Board of Directors and Chairman of the Financial Committee of Housing and Construction Holding Company (1989- 2005).

3.4 External Director in Bank Leumi Le-Israel (since July 2006); currently serving in the following committees: Risk Management, Administrative (and Salary and Remuneration), Audit, Strategy, Financial Statements Review.

3.5 External Director in Paz Oil Ltd. (since 2010); currently serving as member of the Audit and Finance Committee and as Chairman of the Remuneration Committee.

3.6 Member of the professional committee of the Institute for Accounting Standardization (since 2005).

3.7 Member of the Goshen Committee for the establishment principles for corporate governance (2004-2006).

3.8 Member of many public-professional committees, such as: the Steinberg Committee for Taxation under Inflation Conditions (1984- 1985), the Rabinowitz Committee for reform in direct taxation (2002), the committee for the examination of methods to ensure the long term sustainability of the Social Security Institute (2009-2012), the Fogel Committee for Pension Reform (1992-1994), the Committee that examines the raising of retirement age for women (2011), and others.

3.9 Member of the Advising Committee of Bank Leumi Le-Israel (1994- 1998).

3.10 Director in the Board of the American-Israel Bank (1994-1998).

3.11 Visiting Scholar and Consultant of the International Monetary Fund (for various periods between 1989-2005).

3.12 Chairman of the Wage Committee of the Association of University Heads in Israel, since 2008.

3.13 I served as chairman of the Board in Real Corporations as well as Financial Market Corporations

3.14 I have served as member of the Board of Directors in various companies: Solel Boneh (1986-1987), the Financial Company of the Tel-Aviv University (2001-2005), B. Gaon Holdings (since 2001), Kupat Holim Klalit (1988-1990), Epsilon Investments (2006).

3.15 Head of Economics School, Tel-Aviv University (1985-1982).

3.16 I have also served as member of financial investments committees in capital market corporations: Lahak – Trust Funds Management (1987- 1990), Epsilon (2006), Phoenix (2001-2003).

4. In light of my education, experience, past and current employment, and my skills, I have professional qualifications as well as accounting and financial expertise, as defined below [circle the relevant qualification and/or expertise], on the basis of what has been specified above. The following are additional details beyond those stated in section 3 above which are relevant to the matter of my education and experience, which indicate that I fulfill the conditions and meet the tests which establish that I have such qualifications and/or expertise:

Please see section 3 above.

In addition I have much experience in banking and can be appointed in the framework of the required 20% of board members who must have banking experience.

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

14. I hereby undertake to notify the Bank’s Secretariat immediately if any change takes place with respect to any of the above, including if any condition required by law with respect to my service as an External Director of the Bank ceases to apply.

15. This is my name, this is my signature and the content of my above declaration is the truth.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. Date: __24.5.12__ Signature of declarant: ______/s/______

Confirmation: I, the undersigned, Adv. David Sackstein, hereby confirm that _Efraim Sadka_, whom I know personally, after I cautioned him to declare the truth and that he will be subject to penalties laid down by law if he does not do so, confirmed the accuracy of his above declaration, and signed it in my presence.

Date_24.5.12_ Name and Signature of Advocate: _ Adv. David Sackstein , Yehuda Halevi 34, Tel Aviv, I.D. 320611353, L.N. 29797__

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned Ziyad Abou-Habla, ID Number 029136363, of Zemer 38828, P.O.box 3377, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

3.1 Education: Accountant (CPA); Training: in Generally Accepted Accounting Principles (GAAP), in the Provisions of the Insurance Inspector, Provisions of the Inspector of Banks, in International Financial Reporting Standards (IFRS) which are the accepted standards in Israel as well; Experience: of about 10 years in auditing private as well as public companies and auditing financial market companies such as Clal and Menorah insurance companies, provident funds and pension funds.

3.2 Education: Master (MA) in Public Policy from the Bar-Ilan University; Training: Internal and Public Auditing; Experience: internal auditing and carrying out risk assessment surveys in private and public companies, as well as in financial market companies including insurance companies.

3.3 Education: B.A. in Business Administration; Training: specialization in financing and assessment of financial instruments, of the banking market, of the market risks including assessment of the banking risk of the Arab population in Israel. Experience: Analyzing financial reports of private and public companies, as well as of financial market companies such as banks and insurance companies. Assessing the value of companies, assessing the value of financial instruments presented in the financial reports of financial market corporations.

3.4 Education: MBA in Business Administration; Training: specialization in financing and value assessment. Experience: value assessment and analysis of financial reports for various corporations. Research into the economy of the Israeli Arab sector, its business and economic development.

3.5 Education: Post Master studies in Public Administration, Haifa University; Training: specialization in local authorities, in the Arab local governance and in its credit problem. Experience: accompanying local Arab authorities as well as local corporations and making the banks aware of the great potential the Arab local authorities have in terms of making credit accessible to them.

3.6 Diploma studies: Directors, Criminal Investigation, Investigative Audit SPX, value assessments, support/project comptroller, receivership and liquidation, and more. Member of the Israeli Chamber of Certified Public Accountants.

As an accountant who accompanies businesses through the banking system I have expertise in helping businesses and local authorities recover economically. Local authorities are considered a niche overlooked and underused by the banking corporations, and I will be able to contribute much in building a strategy for making credit more accessible to the local authorities. As an Arab I am considered an expert on the Arab population in Israel and, among other things, serve as an advisor to foreign delegations such as the American embassy in all matter concerning this sector.

______

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

1 A committee appointed to section 52FF of the Securities Law, 1968.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.1

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: __14.6.12_ Signature of declarant: ____/s/______

Confirmation: I, the undersigned, Adv. Dr. Riad Omar, hereby confirm that Ziyad Abou-Habla, whom I know personally/who identified himself/herself to me with his/her ID No. 029136363, after I cautioned him/her to declare the truth and that he/she will be subject to penalties laid down by law

1 So long as I was not discharged. if he/she does not do so, confirmed the accuracy of his/her above declaration, and signed it in my presence.

Date__14/6/2012_ Name and Signature of Advocate: _ Adv. Dr. Riad Omar, L.N. 25580___

Rami Guzman - Curriculum Vitae Highlights Employment

1. Currently, Rami Guzman Serves as Active Director in a number of companies, including: Africa Israel Investments Ltd., Tower Semiconductor Ltd., Ampa Capital Ltd., Israel Infrastructure Fund (Investment Committee), B.S.S.Ch - The Israeli Credit Insurance Company (Exposures Committee). In the past year he has concluded 2 terms of office as Director of Bank Leumi, and this year in Adamind and in Afcon Technologies.

In addition, he has been active as an active consultant and guide in technology based firms, both private and public, in the realm of business development, Mergers and acquisitions, empowerment processes and government relations. He has also served over the years on permanent, task-oriented government committees as a member.

2. Rami Guzman Worked in Motorola – one of the largest communications and electronics companies in the world – from 1985 to 2004. He served as Vice President of Motorola Inc., Director of Motorola Israel and as Finance Manager of Motorola Israel. His work focused on financial management, as well as on business and industrial development. Rami was an entrepreneur and active partner in the company's growth in Israel in the fields of engineering, industry, cellular telephones, its contributions to social-communal activities and the company's global positioning. In addition, he had a significant influence upon legislation and the frameworks that helped in the establishment of the industry in Israel and its competitive positioning.

3. Before joining Motorola, Rami Worked in the Finance Ministry's Budget Department for 17 years. For 10 of those years he was responsible, on various levels, for the funding of economic and administrative government ministries. After returning from the United States – 5 years as a pan-governmental supervisor in the field of computers, Information Technology and systems management. In addition, he served as chairman of ILTAM, during which time he opened up the governmental system to competing equipment and software suppliers, initiated and established the office IT Units, initiated the establishment of shared databases and implemented new technologies for improving the processes and services.

After retiring from the government, he moved to the chemical and petrochemical industry (Vice President for Finance and Economic Affairs in Frutarom and Electro- Chemical Industries) and afterwards to Elscint (Vice President for Finance) and to Dikla Holdings (CEO). Within these frameworks, he initiated and participated in the execution of significant investments, the development of innovated monetary frameworks in Israel and abroad, the formulation of public assistance programs for the establishment of industry in Israel and overseas.

Education and Academic Activities

1. Hebrew University, Jerusalem - BA (Economics and Political Science), MA (Business Management and Public Administration), as well as completing his Ph.D. 2. He was a visiting Research Fellow for two years in the Department of Engineering and Economic Systems, Stanford University in California, United States, as well as a researcher in the fields of Operations Research and Computers in the Stanford Research Institute (SRI). 3. Rami also taught MA students at the Hebrew University (Business Management – Computer Systems) and at The Technion (Industry and Management – Industrial Economic Systems). He also gave lectures in the framework of various professional training courses.

Public Activities 1. Rami Guzman has been active over the years in a number of public frameworks – Business, professional, in higher education institutes and in social institutions, amongst them: The Israeli Association of Electronics and Software Industries (initiating and coordinating legislative and government-public assistance activities), CFO Forum (Executive Member and Coordinator of Director Training), The Commercial and Industrial Club (Two term president), Israel-America Chamber of Commerce (Executive Member, Chairman of the Finance Committee and the Gorodetsky Fund), Rotary Israel (Two term president, Head of the National Conference), ILA, The Collage of Management (Director and in the past, Chairman of the Finance Committee), Beit Zvi – School for the Performing Arts (8 Chairmanships of the Executive Board, currently the President of the Association), Haifa Symphony Orchestra (Executive Member and Chairman of the Finance Committee). In addition, he assists and has assisted in the past, social organizations and the needy; and at the time – Absorption of new immigrants. 2. In recognition of his contributions, he has received numerous awards, among them: The Award for Distinguished Contribution to Immigrant Absorption (Rotary Israel - 1993), For his professional activities (CFO – 2001) and for his aggregate contribution (B'nai B'rith – 2002).

Part 4 – Professional Experience Highlights My many years of experience include: − My studies and professional training − Positions I have held in the government, financial and public sectors, both in Israel and in the global arena. − My proven experience in large and complex organizations at guidance and managerial levels. − My proven experience in strategy and executorial positions. All of these will bring an added value to the Board of Directors tasks and the ways it conducts business.

Appendix B

Declaration to Serve as an External Director of ED of Bank Leumi

I the undersigned Rami Avraham Guzman, ID Number 1118132, of 6 Hadassah St., Apt. 23, Tel-Aviv, Postal Code 64513, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel – Yes.

2. I am not an employee of the Bank - not a bank employee

My said qualifications are as follows: (education, qualification, experience):

3.1 See enclosed appendix______3.2 – Part 4______3.3 – CV Highlights______3.4 ______3.5 ______3.6 ______3.7 ______

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I will not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

15. This is my name, this is my signature and the content of my above declaration is the truth.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. Date: 17/06/2012 Signature of declarant: ______

Confirmation: I, the undersigned, Adv. Yoram L. Cohn, hereby confirm that Mr. Rami Avraham Guzman, whom I know personally/who identified himself/herself to me with his/her ID No. 1118132, after I cautioned him/her to declare the truth and that he/she will be subject to penalties laid down by law if he/she does not do so, confirmed the accuracy of his/her above declaration, and signed it in my presence.

Date: 17/06/2012 Name and Signature of Advocate: ______

Appendix B

Declaration to Serve as an External Director of ED of Bank Leumi

I the undersigned Eran Yashiv, ID Number 00-5571168-3, of 6a Alkahi st. Tel-Aviv 69497, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

3.1 I have a Ph.D in Economics.______

3.2 I am a Professor of Economics at the Tel-Aviv University.______

3.3 I serve as consultant for the Bank of Israel as well as for the Bank of England.

3.4 I have been, in the past, director and/or member of the Investment Committee in Bank Hapoalim Mutual Funds, in Koor Provident Funds, in Koor Underwriting, in Menorah-Gaon, in Netivot and in Phoenix.

3.5 Member of the Macroeconomic Forum of the Director General, Israeli Ministry of Finance, Head of economic team in the Taub Center for Policy Research, Director of the Sapir Forum for Economic Policy, Macroeconomic Team Leader at the Ceasaria Conference 2009.

3.6 I have also been an Economist at the Foreign Currency Department of Bank of Israel, and a Consultant for Goldman Sachs.

I have a Ph.D. in Economics and am a Professor of Economics.

I do not have senior executive experience but I do have much experience in consultancy for central banks, commercial banks and financial market companies.

My professional knowledge qualifies me an expert on accounting and finance.

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged.

15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: __14/6/12_ Signature of declarant: _____/s/______

Confirmation: I, the undersigned, Adv. Edite Ronen, hereby confirm that Eran Yashiv, whom I know personally ID No. 55711683, after I cautioned him to declare the truth and that he will be subject to penalties laid down by law if he does not do so, confirmed the accuracy of his above declaration, and signed it in my presence.

Date___14/6/12______Name and Signature of Advocate: Dr. Edite Ronen, Adv.

Biographical Sketch Yoram Landskroner

Professor, "Sarnat" School of Management, Center for Academic Studies, Or Yehuda Professor Emeritus of finance, School of Business Management, Hebrew University in Jerusalem The Cathedra for Business Management in memory of Albertson – Waltuch (1976- 2009) Education: BA in economics (1969), MA in Business Management (1970) Hebrew University; Ph.D in Finance, University of Pennsylvania – Wharton School (1975) Teaching: investments, securities analysis, banking management, finance and banking Fields of research: measurement of banking performances, banking risks and capital adequacy, risk capital, debenture pricing, foreign currency options. Guest positions: guest professor in University of New-York, University of California Berkley, University of California Los – Angeles (UCLA) Professional activities: member of the Board of Directors and Chairman of the investments committee of Kahal Study Funds (2005-2007); member of the Board of Directors of the Tel-Aviv Stock Exchange (1993-1996); consultant for the Bank of Israel Supervision of Banks (alternately 1988-2005); member of the committee for non-financial reporting (appointment of the Chairman of the Israel Securities Authority, Chairman of the Galia Maor Committee 1991); member of the committee for duplicate securities registration (appointment of the Chairman of the Israel Securities Authority, Chairman of the David Brodet Committee 1998).

Select publications: • "Interest Rate Risk Subsidization in International Capital Standards" with L. Allen and J. Jagtiani, Journal of Economics and Business, 48(3) 1996, pp. 251-267

• "Diversification and Performance in Banking: The Israeli Case" with David Rutherberg and David Zaken, Journal of Financial Services Research, 27(1) 2005, pp 27-49

• "The Valuation of Inflation Indexed and FX Convertible Bonds" with Alon Raviv, Journal of FuturesMarkets , 28(7) 2008, pp 634-655

• "Bank Management and Market Discipline" with Jacob Paroush, Journal of Financial Services Research, 60, 2008, pp 395-414

• "Pricing Loans under Basel II in an Imperfectly Competitive Banking Market" with David Rutherberg, Journal of Economics and Business 32(12), December 2008, pp 2725

• "The Trade-off between Monetary and Financial Stability: Some Lessons from the 2007-08 Crisis for Emerging Economies" with Emanual Barnea and Meir Sokoler in Bridging the GAAP – Recent Adventures in Finance and Accounting, editors Itzhak Venezia and Zvi Wiener. World Scientific Series in Finance, Forthcoming 2012

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned, Yoram Landskroner, ID Number 1088319-7, of 63 Jasmine, Mevasseret Zion, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: [education, qualification, experience]

3.1 Ph.D in Finance, University of Pennsylvania, Wharton School BA in Economics and MA magna cum laude in Business Management, Hebrew University, Jerusalem 3.2 Professor of Business Management, Head of Finance track, Center for Academic Studies, Or Yehuda 3.3 Professor Emeritus of Business Management (finance), Hebrew University, Jerusalem 3.4 Research and consulting in the banking fields, emphasis on measurement and hedging of banking risks 3.5 Member of the Board of Directors of the Tel-Aviv Stock Exchange 3.6 Member of the Board of Directors and Chairman of the Investments Committee of Kahal Study Funds. 3.7 Member of committees of the Israel Securities Authority.

See section 3 above.

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. 15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: _18.6.2012__ Signature of declarant: ______/s/______

Confirmation: I, the undersigned, Adv. Bezalel Movsovitch, hereby confirm that Yoram Landskroner, whom I know personally/who identified himself/herself to me with his/her ID No. 10883197, after I cautioned him/her to declare the truth and that he/she will be subject to penalties laid down by law if he/she does not do so, confirmed the accuracy of his/her above declaration, and signed it in my presence.

Date__18.6.2012__ Name and Signature of Advocate: __ Adv. Bezalel Movsovitch L.N. 35168, Aviad 3, Jerusalem, tel 6250245___

Curriculum Vitae

Name: Dov Naveh, CPA Address: 4 HaReuveni St., Ramat Gan, 52331 Mailing Address: POB 731, Ramat Gan, 52106 Telephone: 03-6745687 Fax: 03-6749345 Cell: 050-5214151 E-Mail: [email protected] Date of Birth: 15 February 1943 Family Status: Married + 5

Working Experience:

2008-Now External Director (ExDir) with a specialty in accounting and finances in the Auxiliary Banking Corporation of Israeli Credit Cards Ltd. (Visa Cal) and chairman of the company's Audit Committee. 2008-Now Director with a specialty in accounting and finances in the publically owned Ocif Investment & Development Ltd. and a member of the company's Audit Committee. 2007-Now External Director (ExDir) with a specialty in accounting and finances in Arko Holdings Ltd. and a member of the company's Audit Committee. 2002-Now Director with a specialty in accounting and finances in the publically owned Isras – Investment Company Ltd. and a member of the company's Audit Committee.

1997-Now Independent – Owner of an economic, financial and organizational consulting firm. Activities include: International taxation and international planning for Israeli firms (in the field of insurance). Preparing organizational and functional structures for divisions and departments in an Israeli commercial bank, including a handling manpower issues. Responsible for managing funds, finances and investments in Israeli companies. Activities in the field of credit cards in Israel and abroad, including involvement in clearing firms as well as developing credit cards in innovative consumer areas. Activities in the field of real estate in Israel and abroad, including financial guidance for projects. Financing for companies in the hotel industry in Israel and mostly abroad (Europe), including consulting for international companies, and especially addressing the issue of financing the construction of new hotels and renovating existing hotels. Manager extraordinaire and trustee on behalf of the Court in real estate and industrial (metal) firms, appointed as an expert on the court's behalf in fields of financing, estate management etc. 1988-1996 Finance Manager and director in the international investment firm (International Generics), under the ownership of the late Leon Taman. In the course of my work I resided in London for several years. The Group's activities included transactions of tens of millions of dollars in the areas of infrastructure, transportation, conveyance, hotel management (in Africa and Western Europe). The position included a number of tasks including: Financial management, financing, accounting, tax planning, (including international tax planning), budgeting and budgetary control. 1986-1988 Independent Economic Advisor 1971-1986 Deputy CEO of United Mizrahi Bank Ltd. The position included: - Bank Comptrollership, including accounting and financial reporting, consolidated reports and departments and the Bank's nostro activities in the area of securities and foreign currency. - Responsible for the Bank's information systems (Computer Unit), including the creation of a subsidiary company for dealing with the issue and decision making in the area of investment and advanced communication systems. - Manpower and training. At the time, the bank employed approximately 2,000 people in around 80-90 branches and units. I was responsible for creating an employee evaluation and promotion system as well as for their professional training at an academic level. - Responsible for the construction, housekeeping and assets department, which included choosing locations for branches, negotiating with property owners, construction and renovation planning, security and transporting. - Organization and Methods, banking operations and procedures in accordance with the Bank of Israel's directives and the decisions of Management. - Subsidiaries in Israel and abroad, including membership in Boards of Directors as well as chairman of a number of companies. - Direct communications with governmental and supervisory officials, such as: the Supervisor of Banks, the Finance Ministry's Capital Market Division, the Israeli Securities Authority and other governmental agencies in Israel and abroad. 1969-1971 Accounting Firm of Haft and Haft – Accountant 1964-1969 Dubek Ltd., Tel-Aviv – Account Manager

Education:

1985-1986 University of Pennsylvania – Wharton School of Business – Student in the special MBA program (without a diploma). 1970 Received License to Engage in Accounting 1964-1968 Hebrew University, Jerusalem, School of Economics, Accounting

Military Service:

1963-1992 Reservist Service – Major 1961-1963 Compulsory Service – Lieutenant

Languages:

Hebrew – Mother Tongue Level English – Highly Fluent

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned Dov Naveh, ID Number 007599053, of 4 HaReuveni St., Ramat Gan, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

3.1 I have been an accountant for over 40 years. Over the years, I have worked in the field of banking, serving as an accountant and deputy bank manager in Mizrahi Bank for a period of about 17 years. During this time, I was responsible for the Bank's activities in the fields of accounting, organization and methods, information and computer systems, personnel and training and banking operations. 3.2 For a period of two years I engaged in additional banking activities, provided professional consulting to the Bank of Jerusalem, during the transition period to receive a "Commercial Banking License" in the fields of accounting and reporting systems and foreign currency. 3.3 Over the last four years, I have served as the chairman of the Audit Committee at "Israeli Credit Cards (Visa Cal)" and am aware of all the demands of the Bank of Israel (the various PBMs) as well as to the Regulator's directives regarding public disclosure and financial reports. 3.4 As part of my position in "Visa Cal" I am also sit on the Risk Management Committee, the Computerization Committee and the Manpower Committee. 3.5 Since I am an independent accountant, I help clients in their negotiations with various banks, so as to improve my clients' financial situation.

Between 1985 and 1986, I received my specialty in Financing and International Financing at the Wharton School of the University of Pennsylvania (without receiving a degree).

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. 13. I meet all the conditions for service as a director in a banking corporation without a controlling core according to the provisions of the Banking Ordinance. The above-mentioned conditions for service are attached as Annex B to the Hebrew Declaration contained in the Hebrew Immediate Report.

15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: 17 June 2012 Signature of declarant: ___/s/______

Confirmation: I, the undersigned, Adv. Eyal Dotan, L.N. 25236, hereby confirm that Dov Naveh , whom I know personally/who identified himself/herself to me with his/her ID No. 007599053, after I cautioned him/her to declare the truth and that he/she will be subject to penalties laid down by law if he/she does not do so, confirmed the accuracy of his/her above declaration, and signed it in my presence.

Date 17/06/2012 Name and Signature of Advocate: Adv. Eyal Dotan, L.N. 25236_____

Yedidia Z. Stern

Professor Yedidia Z. Stern is a tenured Professor in the Faculty of Law at Bar-Ilan University and Vice President of the Israel Democracy Institute.

Prof. Stern's areas of professional expertise are Corporate Law, Company Acquisitions, Company Financing, the Regime and Structure of Companies, religion and state, Jewish law (Halacha) and Public Law.

Legal Education: Prof. Stern is a graduate of the Bar-Ilan Faculty of Law (LL.B., 1979- 1982). During his studies, he was awarded a number of faculty and university prizes. He interned under the late Adv. Shmuel Tamir (former Minister of Justice), the late Adv. Haim Hertzog (former President of Israel) and under Prof. Yaakov Neeman (Israel’s current Minister of Justice). He is licensed to practice law since 1983. After completing his internship, Stern began his higher studies at Boston's Harvard Law School, where he studied for a LL.M. (waived) and a Ph.D. (1986), specializing in Corporate Law, Securities and Commercial Law under the supervision of Prof. Lewis Loss, the former Head of the US Securities and Exchange Commission. His field of specialty during his studies in the USA was Corporate law, Securities law and Commercial law.

Legal Academic Experience: Upon his return to Israel, he joined the Bar-Ilan University's Faculty of Law as a lecturer and researcher in the field of Corporate and Commercial Law. He has filled a variety of positions in the Faculty among which are: the establishment of the Center for Commercial Law in Bar-Ilan University and serving as the Center's first director (1988-1992) – Thousands of lawyers, Accountants, administrators and directors have studied at the Center; the establishment of 'Tzivion (Character) – The Center for the Study of Israeliness, Judaism and Democracy' (2001-2003); Established the Bar-Ilan University Faculty of Law Publishing House and served as its first chairman (2005-2007). Prof. Stern served as Dean of Law at Bar-Ilan University (1994-1998) and initiated a far-reaching process for its renewal. Afterwards he served as a consultant for Bar-Ilan University's President and Rector on matters of academic development (1998-1999).

Prof. Stern has been lecturing in his field in many leading universities around the world. These include Harvard University's School of Law as a Visiting Scholar (1989) and Monash University in Melbourne, Australia as a Distinguished University Professor (2009-2011). He taught a wide variety of courses and seminars, both basic and advanced, in Commercial Law in universities and colleges. He is also a regular lecturer at courses for lawyers, judges, directors and businessmen.

Prof. Stern is the recipient of the 2009 Tzentler Award for Outstand Legal Research.

Professional Experience: During his studies in the US, he served as a consultant for the Banking Department of the New York law firm Cole & Deitz (summer of 1984) and after completing his studies he joined the leading legal firm of Weil, Gotshal and Manges where he specialized in the field of company acquisitions and mergers (1986-7).

Over the last two decades, Prof. Stern has written legal opinions in various fields of Commercial Law for dozens of economic bodies, including banks, industrial firms, insurance companies, real estate companies, financial firms etc.

Among these were his chairing of the Committee Determining the Legal Status of Insurance Agents in Israel (1996); his membership on the Panel of Judges for the Israel Prize in the field of Legal Research (1997); His membership on the Advisory Committee for the Insurance and Capital Markets Supervisor (1998-2001); His selection as chairman of the Coalition Committee for an Israeli Constitution (2001); Consultant for the Justice Ministry on the issue of the new Companies Law (2001-2003); His membership and later Chairmanship of the Committee for the Evaluation of Legal Research, The Israel Science Foundation (2002-2004); Academic Supervisor of the World Jewish Forum near the Presidential Residence (2005-2006); ED in Shaniv Paper Industries Ltd. (1998-2001); Director of the Company for Location and Restitution of Holocaust Victims' Assets (2006-2009); His membership on the Advisory Committee of 'Am HaSefer' (2007-2009); A founding member of 'Forum Takanah' for the Prevention of Sexual Harassment in the Religious Community (2006 onward); His membership on the State Commission of Inquiry into the state's handling of the evacuees from Gush Katif and the Northern Shomron (2009); And his chairmanship of the Education Ministry's Professional Committee examining the Study of Civics in the State of Israel (2009-2011). Currently, Prof. Stern is a member of the Public Committee for the Advancement of Burden Equality, which is working on a new arrangement for the integration of Haredi and Arab Israelis in sharing burden of mandatory military service (a replacement for the Tal Law). Recently, he was even a candidate for the position of Attorney General.

Prof. Stern joined the Israeli Democracy Institute as a senior fellow (1999 onward). In the past, he managed the 'Democracy and Business' project and is currently the leader of the 'Religion and state' and 'Human Rights and Judaism' Projects. Beginning in 2008, Stern has served as vice president for research in the Israeli Democracy Institute.

Research and Publications: Prof. Stern is the author and editor of over 10 books and dozens of articles in his areas of expertise, which have been published in scientific journals in Israel and abroad (in English, French, German and Italian).

He has written three books on Corporate Law: ‘Purchasing Companies’ (1996, Hebrew University), ‘Ownership in a Commercial Company’ (2008, Israel Bar and others); ‘The Purpose of the Commercial Company’ (2008, Israel Bar and others).

Prof. Stern is a co-editor of the journal 'Democratic Culture' (Faculty of Law, Bar-Ilan University and the Israeli Democracy Institute Publishing) and of the book series titled 'Israeli Judaism' (Keter Publishing, Faculty of Law, Bar-Ilan University and the Shalom Hartman Institute).

Prof. Stern regularly publishes articles in the Israeli and international press.

Personal: Yedidia Z. Stern, born in England (1955), is married to Dr. Keren Friedman-Stern, a father of eight and resides in Jerusalem. Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned _Prof. Yedidya Stern_, ID Number 031285091, of 10 Yehoshafat st. Jerusalem, hereby declare in writing as follows:

I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

I am a full Professor at the Faculty of Law, Bar-Ilan University, where I have also served in the past as Faculty Dean. I have founded and served as the head of the Centre for Commercial Law, where thousands of attorneys, accountants and managers have been trained. I have written several books and a great number of scientific articles on Corporate Law, published both in Israel and abroad. During the last twenty-five years I have taught a variety of courses and seminars, both basic and advanced, in corporate Law in Universities, in advanced studies for attorneys, advanced studies for judges, advanced studies for directors and legal counselors (including banks’ directors and legal counselors). I have served as a Ministry of Law counselor for the drafting of the ‘Companies Law’, served as counselor for the ‘Constitution, Law and Justice’ Committee, serve as member and as chairman of various public, professional and national committees. I provide legal opinion in matters of Commercial Law generally, and Corporate Governance in particular, on securities and particularly on acquisitions and mergers, and this for a variety of bodies in the Israeli economy. I have served in the past as public representative director in a traded company as well as director in a government company. In addition, I serve as Vice President of the Israel Democracy Institute, where I had in the past managed the “Business and Democracy” project. Recently, he was even a candidate for the position of Attorney General.

I have the required qualifications.

Documents and certificates supporting this declaration, as stated in this section, have been provided to the Bank’s Secretariat.

For the purpose of the above provisions of this section:

5. I have not, during the past five years, been convicted in any final ruling of any of the offences described below, as determined in section 226 of the Companies Law:

5.2 A conviction in a court outside of Israel for bribery, fraud, corporate director crimes or crimes involving exploitation of inside information.

6. No enforcement measures have been imposed on me by an administrative enforcement committee1 which prohibit me from serving as a director of a public company.

7. I am not a minor, nor am I legally incompetent, nor have I been declared bankrupt.2

10. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director.

11. I am not an employee of the Israel Securities Authority or of an Israeli Stock Exchange.

1 A committee appointed to section 52FF of the Securities Law, 1968. 2 So long as I was not discharged. Annex B to the Hebrew Declaration contained in the Hebrew Immediate Report.

15. This is my name, this is my signature and the content of my above declaration is the truth.

Date: 12 June 2012 Signature of declarant: _____/s/______

Confirmation: I, the undersigned, Adv. Aaron Baruchin, hereby confirm that Yedidia Stern, whom I know personally/who identified himself/herself to me with his/her ID No. _031285091_, after I cautioned him/her to declare the truth and that he/she will be subject to penalties laid down by law if he/she does not do so, confirmed the accuracy of his/her above declaration, and signed it in my presence.

Date_12.6.12__ Name and Signature of Advocate: _Aaron Baruchin, Adv. And Notary_

Haim Samet 1 Hasadot st., Ramat-Hasharon 47231 Office Tel. no.: 03-6113000 Home Tel. no.: 03-6496919 Mobile phone no.: 054-7608000 e-mail address: [email protected]

2009 Shnitzer, Gotlieb, Samet & Co.

1991 – 2009 Haim Samet, Steinmetz, Haring and Co. Advocates Founder and Chairman of the partnership

2002 – today Member of the Tel-Aviv University Board of Trustees and Chairman of the Audit Committee.

2000-2008 Member of Bank Hapoalim Ltd. Board of Directors.

Member of the Credit Committee, the Audit Committee, the Business and Budget Committee, the Expense Control and Optimization Committee, and of the Remuneration Committee.

1995 – 2000 Member of the Bank Leumi le-Israel B.M. Board of Directors. Member of the Bank’s Credit and Audit Committee.

1999 – today Deputy Chairman of the Tel-Aviv Museum Board of Directors, as well as serving as substitute Chairman of the Board.

1994 – today Chairman of the Financial Committee of the Tel-Aviv Museum Ltd.

1991 – 2003 Vice President of the Institute for Financial Arbitration attached to the Association of Chambers of Commerce in Israel.

1977 – 1980 Consultant to the Minister of Law Shmuel Tamir (R.I.P) and Spokesman for the Ministry of Law in Jerusalem.

Studies:

1965-1969 LL.B. studies in Law from the Hebrew University in Jerusalem.

1988 Certified to practice law in New York State, US.

1970 Certified to practice law in Israel.

Military Service:

1962 – 1996 Compulsory army service. Completed the service as lieutenant. Served in the reserves in the armored forces, and completed service as lieutenant-colonel.

Languages:

Hebrew, English, Yiddish.

Personal Details:

Date of birth: 19/1/1945 Married + 3.

Appendix B

Declaration to Serve as an External Director or ED of Bank Leumi

I the undersigned Haim Samet, ID Number 007249675, of 1 Hasadot st., Ramat- Hasharon, hereby declare in writing as follows:

I make this declaration as a candidate for election to serve as an External Director or ED of Bank Leumi le-Israel B.M., (the “Bank”).

1. I am an individual and a resident of Israel.

2. I am not an employee of the Bank.

My said qualifications are as follows: (education, qualification, experience):

3.1 Completed my Law studies. 3.2 Director in Bank Leumi 1995-2000. 3.3 Director in Bank Hapoalim 2000-2007

See above.