HAREL INSURANCE INVESTMENTS & FINANCIAL SERVICES LTD. Interim Statement As at September 30, 2011 The original language of these Interim Consolidated Statements is Hebrew. The Hebrew version shall prevail over any translation thereof. WorldReginfo - 7beacb5b-659e-438d-b970-6799b4de0dd9 Contents Page Condensed Interim Financial Statements at September 30, 2011 Board of Directors' Report on the state of the Company September 30, 2011: 1-1 Auditors' Review 2-2 Condensed Interim Consolidated Financial Statements September 30, 2011 (Unaudited): Condensed interim consolidated statements on the financial position 2-3 Condensed interim consolidated Statements of comprehensive income (loss) 2-5 Condensed interim consolidated statements of changes in capital 2-7 Condensed interim statements of cash flows 2-12 Notes to the Condensed interim consolidated Financial Statements 2-15 Annex to the Condensed Consolidated Financial Statements: 2-68 Annex A - Harel Insurance Company Ltd. - Details of Assets in respect to yield dependent contracts and other financial investments. Annex B - Dikla Insurance Company Ltd. - Details of Assets in respect to yield dependent contracts and other financial investments. Annex C - EMI Ezer Mortgage Insurance Company Ltd. - Details of other financial investments Financial data from the consolidated statements relating to the Company itself 3-1 Report concerning the effectiveness of internal control 4-1 over financial reporting and disclosure WorldReginfo - 7beacb5b-659e-438d-b970-6799b4de0dd9 Board of Directors' Report WorldReginfo - 7beacb5b-659e-438d-b970-6799b4de0dd9 Harel Insurance Investments & Financial Board of Directors'' Report nine -months period Services Ltd ended September 30, 2011 Harel Insurance Investments & Financial Services Ltd. Board of Directors' Report For the nine months ended September 30, 2011 The Board of Directors' Report for the nine months ended September 30, 2011 ("the Reporting Period"), reflects the principal changes in the business situation of Harel Insurance Investments & Financial Services Ltd. ("Harel Investments" or "The Company") during this period, and it was prepared taking into account that the reader is also in possession of the Group's full Periodic Report for 2010 which was published on March 23, 2011 ("the Periodic Report"). The Board of Directors' Report in this chapter of the Periodic Report, also contains forward-looking information, as defined in the Securities Law, 5728-1968. Forward-looking information is uncertain information regarding the future, based on information that the Company has at the time of preparing the report and including the Company's estimates or intentions at the date of the report. Actual performance may differ substantially from the results estimated or inferred from this information. In certain instances, sections can be found that contain forward-looking information, where words such as: "the Company/the Group estimates", "the Company/the Group believes", "the Company/the Group anticipates", and the like appear, and such forward-looking information may also be worded differently. 1. Description of the Company 1.1. General Harel Insurance Investments and Financial Services Ltd. ("Harel Investments" or "the Company") is a public company, whose shares have been traded on the Tel Aviv Stock Exchange since 1982. The Company, together with its subsidiaries ("the Group") operates principally in the following areas: a) In various sectors of the insurance industry, the Company operates through the subsidiaries: Harel Insurance Company Ltd.(wholly controlled) ("Harel Insurance"); Dikla Insurance Company Ltd. ("Dikla"); Interasco Societe Anonyme General Insurance Company S.A.G.I. (in which the Company owns 96.5% stake ("Interasco"), which operates in Greece in non-life insurance; Turk Nippon (in which the Company owns a 99.98% stake), which operates in Turkey; ICIC - Israel Credit Insurance Company Ltd. (ICIC) (in which the Company has a 33.3% stake); and E.M.I. - Ezer Mortgage Insurance Company Ltd. (wholly controlled), ("EMI"). In the long-term savings sector, the Company operates through subsidiaries which are provident funds and pension funds management companies, as follows: Provident funds management companies: Harel Gemel and study Ltd. (wholly controlled) ("Harel Gemel"), Atidit Provident Fund Ltd. (wholly controlled) ("Atidit Gemel"), and the Tzva Hakeva Savings Fund - Provident Funds Management Company Ltd. (wholly controlled) ("Tzva Hakeva"). Pension funds management companies: Harel Pension Funds Management Ltd. (wholly controlled) ("Harel Pension"); Manof Pension Funds Management Ltd. (wholly controlled) ("Manof"); and 1-1 WorldReginfo - 7beacb5b-659e-438d-b970-6799b4de0dd9 Harel Insurance Investments & Financial Board of Directors'' Report nine -months period Services Ltd ended September 30, 2011 LeAtid Pension Funds Management Company Ltd. (in which the Company has a 79% stake), which manages an old pension fund ("LeAtid"). b) In the financial services and capital market sector, the Company operates through Harel Finance Ltd. ("Harel Finance") (wholly controlled by the Company) and its subsidiaries: Harel Pia Mutual Funds Ltd. ("Harel-Pia"), Harel Finance Securities and Trade Ltd. (which is a stock exchange member), Harel Finance Investments Management Ltd. (has a licensed investment advisor), Harel Financial Products Ltd. ("Harel Products") (which engages in financial products such as: ETFs, covered warrants and more. The products are offered to the public through the subsidiary Harel Sal Ltd. ("Harel Sal") which is a reporting corporation under the Securities Law and issues index products (covered warrants and ETFs) and through the subsidiary, Harel Sal Currencies Trade Ltd. (formerly: Prisma Currencies Ltd.) ("Harel Currencies"), which is a reporting corporation and issues deposit certificates on different currencies. For details concerning the acquisition of Harel Currencies, see Section 2.1.5 below. The Group has been active in the insurance industry for more than 70 years. According to the financial statements for 2010, the Group is Israel's third-largest Insurance Group, with a market share of approx. 18.5%. In health insurance the Group is the largest and most prominent in the market, in the non-life sectors the Group is the second-largest insurance group, and it holds third place regarding the volume of life-assurance premiums. The Group accounts for approximately 12.4% of the pension funds management market, 7.7% of the provident funds management market, 13.3% of the mutual funds management market and 5% of the ETF market. The Company's own operations center on the management, control and supervision of the subsidiaries, on-going planning of the Group's operations, and the initiating of activity and investments both directly and through the Group's companies. 1.2. Companies share holders The Hamburger family (Yair Hamburger, Gideon Hamburger and Nurit Manor, through a holding company) holds 49.61% of the Company's shares. 2. Financial situation and results of operations, shareholders' equity and cash flow 2.1. Material changes in the Company's business during the Reporting Period 2.1.1. Transaction to acquire real-estate in Germany On September 26, 2011, Harel Insurance together with Ashtrom Properties Ltd. ("Ashtrom"), entered into a transaction to acquire a rental property in Düsseldorf, Germany, with a built area of 19,194 sq.m., which is fully leased to the Ministry of the Environment of the German state of North Rhine, Westphalia for more than 10-years. The investment was made through a foreign partnership in which Ashtrom, through a second- tier subsidiary, holds 51%, and Harel Insurance holds 49% through a subsidiary. Total consideration for the transaction is EUR 44 million. The partnership is financing the acquisition partly from shareholders equity invested in it by Harel Insurance (about EUR 6.5 million) and Ashtrom (EUR 6.8 million), and the balance through a non-recourse bank loan. Completion of the transaction is subject to meeting suspensive conditions, including registering ownership of the property and the Düsseldorf municipality waiving the right of refusal 1- 2 WorldReginfo - 7beacb5b-659e-438d-b970-6799b4de0dd9 Harel Insurance Investments & Financial Board of Directors'' Report nine -months period Services Ltd ended September 30, 2011 conferred upon it under German law. 2.1.2. A senior officer who resigned On February 3, 2011, Harel Insurance's Board of Directors approved the conditions of retirement for Mr. Emil Weinshel, who served as senior VP of the chairman and director of the insurance business division, including that the loan in the total amount of NIS 2,750,000 which Harel Insurance set him would repay by Harel Insurance, including the grossing up, and that Mr. Weinshel will receive NIS 1 million (9 times the current monthly salary excluding any social benefits), in return for an undertaking to refrain from competition for a period of 18 months. Subsequent to Mr. Weinshel stepping down from his position, the options he had received expired. After the reporting period Mr. Weinshel informed the company that he intends to become CEO "Ayalon Insurance".Subsequent to this announcement, the Company is expected to hold a meeting with Mr. Weinshel regarding the repercussions of the aforementioned appointment on the settlement of accounts under his retirement agreement. 2.1.3. Dividend from Dikla On March 22, 2011, the board of directors of Dikla resolved to distribute a dividend of NIS 50 million.