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BANK LEUMI LE-ISRAEL B.M. AND ITS INVESTEE COMPANIES Annual Report 2009 Bank Leumi le-Israel B.M. Head Office: 34 Yehuda Halevi Street, Tel Aviv 65546, Israel The Bank has received the consent of the Supervisor of Banks to the publication of the annual financial report on a consolidated basis only, with condensed statements of the Bank (not consolidated) in Note 30 to the Financial Statements. The figures of the Bank alone are available on request from the offices of the Bank at 34 Yehuda Halevi Street, Tel Aviv or on its website: www.bankleumi.com. This is a translation from the Hebrew and has been prepared for convenience only. In the case of any discrepancy, the Hebrew will prevail. 1 2 Bank Leumi le-Israel B.M. and its Investee Companies Annual Report 2009 Index Page Directors' Report A. General Board of Directors 5 Management 7 B. General Developments in the Group's Business Description of the Leumi Group's Business Activities and their General Development 8 Business Strategy 14 Control of the Bank 17 Description of Operating Segments 21 Capital Resources and Transactions in the Shares of the Bank 26 Distribution of Dividends 33 Principal Data in the Last Five Years 34 C. Other Information Principal Developments in the Economy 35 General Environment and the Effect of External Factors on Activities 43 Legislation Affecting the Banking System 43 Accounting Policy on Critical Subjects 52 Disclosure on the Procedure for Approval of the Financial Statements 58 D. Description of the Group's Business according to Segments and Areas of Activity Development of Income, Expenses and Tax Provision 61 Structure and Development of Assets and Liabilities 79 Fixed Assets and Installations 117 Intangible Assets 120 Operating Segments, Product Activities and Profit Centers in the Group 121 Investments: - Major Investee Companies 172 - Capital Market Activities and Financial Services 189 - Non-Banking Activities of Companies included on Equity Basis 190 Exposure to Risk and Methods of Risk Management 191 Linkage Status, Repayment Periods and Liquidity Position 245 Basel II 251 Legal Proceedings 258 Restrictions and Supervision of Activities of the Banking Corporation 260 Material Contracts 261 Description of the Taxation Position 262 Human Resources 264 Organizational Structure 268 E. Additional Matters Leumi for the Community – Contributions and Sponsorship 272 Internal Auditor 276 Evaluation of Disclosure Controls and Procedures in the Financial Statements 279 Remuneration of Senior Office Holders 281 Auditors’ Fees 284 Board of Directors 285 Report on Directors with Accounting and Financial Expertise 287 Management Review Consolidated Balance Sheets as at Year End 2005-2009 295 Consolidated Statements of Profit and Loss for the Years 2005-2009 296 Rates of Financing Income and Expenses 298 Exposure to Interest Rate Fluctuations 302 Credit to the Public - Risk by Economic Sector 306 Exposure to Countries Abroad 308 Multi-quarter Data - Consolidated Balance Sheets 311 3 Multi-quarter Data - Consolidated Statements of Profit and Loss 312 Certification 314 Report of the Board of Directors and Management on Internal Control over Financial Reporting 316 Report of the Joint Auditors on Internal Control over Financial Reporting 317 Financial Statements Joint Auditors’ Report 318 Balance Sheet – Consolidated 320 Statement of Profit and Loss – Consolidated 321 Statement of Changes in Shareholders' Equity - Consolidated 322 Statement of Cash Flow – Consolidated 324 Notes to the Financial Statements – Consolidated 327 Condensed Financial Statements of Major Subsidiaries in Israel and Abroad 472 4 Bank Leumi le-Israel B.M. Board of Directors ___________________________________________________________________ Eitan Raff, Chairman1 Reuven Adler, C.P.A. (Isr.)2 Doron Cohen Moshe Dovrat Adv. Miriyam (Miri) Katz Zipora Gal-Yam Prof. Arieh Gans Prof. Israel Gilead Yaacov Goldman, C.P.A. (Isr.) Rami Avraham Guzman Zvi Koren Adv. Jacob Mashaal Prof. Efraim Sadka Nurit Segal Moshe Vidman 1 Gave notice that he does not intend to submit his candidacy for re-election at the General Meeting. 2 Elected as external director under paragraphs 239 and 245 of the Companies Law 1999 for a period of three years commencing 24 July 2009. Mr. Meir Dayan served as an external director until 23 July 2009. 5 6 Bank Leumi le-Israel B.M. Members of Management and their Positions Galia Maor President and Chief Executive Officer Zeev Nahari, C.P.A. (Isr.) Senior Deputy Chief Executive Officer, Acting CEO in the absence of the President and CEO Senior Member of Management for Finance, Accounting and Capital Markets Manager of Market Risks Gideon Altman Executive Vice President, Acting Head of Commercial Banking Division David Bar-Lev First Executive Vice President, Head of Human Resources Yaacov (Kobi) Haber Executive Vice President, Head of Finance and Economics Division Zvi Itskovitch First Executive Vice President, Head of International and Private Banking Division Baruch Lederman First Executive Vice President, Head of Banking Division Itzhak Malach First Executive Vice President, Head of Operations, Information Systems and Administration, Manager of Operational Risks Rakefet Russak-Aminoach, C.P.A. (Isr.) First Executive Vice President, Head of Corporate Division, Manager of Credit Risks Menachem Schwartz, C.P.A. (Isr.) Executive Vice President, Chief Accounting Officer, Head of Accounting Prof. Daniel Tsiddon Executive Vice President, Head of Capital Markets Division _______________________________________________________________ Adv. Joseph Horowitz First Executive Vice President, Chief Internal Auditor, Head of Internal Audit Division 1 Adv. Nomi Sandhaus Chief Legal Advisor, Head of Legal Division, Manager of Legal Risks Tamar Yassur Head of Marketing Adv. Yael (Ben Moshe) Rudnicki2 Bank and Group Secretary Somekh Chaikin, Certified Public Accountants (Isr.) Kost Forer Gabbay & Kasierer, Certified Public Accountants (Isr.) Joint Auditors of the Bank 1 Serves as Chief Legal Advisor and Head of Legal Division from 1 April 2009. Until 31 March, Adv. Nahum Bitterman served as Chief Legal Advisor, Head of Legal Division. 2 Serves as Bank and Group Secretary since 1 May 2009. Until 30 April 2009, Adv. Jennifer Janes served as Bank and Group Secretary. 7 Bank Leumi le-Israel B.M. and Subsidiaries and Affiliates Directors’ Report The following is the fifty-ninth annual report of Bank Leumi le-Israel B.M. and the one hundred and eighth report of the business founded in 1902. This report will be presented to the Bank’s fifty-ninth Annual General Meeting. This report is based on an analysis of the data included in the Bank’s Financial Statements and Management Review, and upon additional data as required. This report is prepared in accordance with the public reporting directives of the Supervisor of Banks of the Bank of Israel. B. General Developments in the Group's Business Description of the Leumi Group's Business Activities and their General Development Bank Leumi and its subsidiary companies constitute one of the largest banking groups in Israel, continuing activities that began 108 years ago. The Bank's predecessor, The Anglo Palestine Company, was established in London in 1902 by Otsar Hityashvuth HaYehudim Jewish Colonial Trust Limited, the predecessor of Otsar Hityashvuth HaYehudim B.M.1 The Bank is defined as a banking corporation under the Banking (Licensing) Law, 1981, and holds a banking license under that law. As a "bank" and a "banking corporation" the Bank's activities are governed and delineated by a system of laws, orders and regulations, including inter alia the Banking Ordinance, the Bank of Israel Law, the Banking (Licensing) Law and the Banking (Service to Customer) Law, as well as directives, rules, instructions and position papers of the Supervisor of Banks. The Leumi Group is involved in a variety of banking, financial and non-banking activities, in Israel and overseas. The Group's activities are carried out through the Bank, subsidiary companies and companies included on equity basis, through 256 branches located throughout Israel, and through 78 branches, agencies and representative offices in 18 countries throughout the world. The Group's policy, in Israel and overseas, is to provide comprehensive banking and financial solutions to its customers and a high level of professional service, to enable them to make use of varied distribution channels and to offer them a wide variety of products, adapted to their needs. As a leading banking group, aiming to achieve high levels of long-term profitability, Leumi constantly scrutinizes trends and changes in the business environment in which it operates and formulates strategies to deal with these changes. To implement its strategy, the Bank is organized in five lines of business, concentrating on different market segments, with each business line specializing in providing banking and financial services to a particular customer segment: Corporate banking concentrates on servicing major and international companies, commercial banking concentrates on servicing middle market companies, international and private banking is aimed at high net worth customers requiring investment solutions at a highly sophisticated level, retail banking concentrates on providing banking services mainly to households and small businesses, and Capital Markets and Financial Management coordinates the activities of all the dealing rooms and the nostro within one division, with a view to improving and expanding the range of services to customers
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