Immediate Report on Convention of Annual

Page 1 of 4 BANK LEUMI LE ISRAEL LTD. P460 Number in Registrar: 520018078 Public Securities of the corporation registered for trade in the Tel Aviv Stock Exchange Short name: Leumi Street: Yehuda Halevy 34, Beit Leumi, Tel Aviv 6513616 Telephone: 076-8858111, 076-8859419, Facsimile: 076-8859732 Electronic mail: [email protected] Transmitted in MAGNA: 16/09/2013

Company website: www.leumi.co.il Reference: 2013-01-147210

To To Securities Authority Tel Aviv Stock Exchange Ltd. www.isa.gov.il www.tase.co.il

Amended report of the erred report sent on 16/09/2013, reference number 2013-01-147072

The error: a clerical error in the second part of the voting paper

Reason for error: a clerical error

Main amendment: amendment of the distribution of the voting subjects in the second part of the voting paper

Immediate Report on convention/postponement/cancellation of a Meeting Regulation 36B (a) and (d), and Regulation 36C of the Securities Regulations (Periodic and Immediate Reports), 5730-1970

Explanation: In the event in which one of the topics on the Meeting's agenda is the approval of a transaction with a controlling owner or approval of an irregular offer, first form T133 or T138, respectively, must be filled in, and afterwards such form must also be reported.

The corporation notifies of: [*] Meeting convention Meeting postponement Meeting cancellation Meeting postponement to an unknown date. The reference number of the notice on convention of a Meeting is ______, summoned on the date of ______Reason for postponement or cancellation: ______. Explanation: The reference number of the last notice on Meeting convention or postponement must be referred to.

1. On the date of: 15/09/2013 It was resolved to summon an Annual Meeting ______That shall be convened on Wednesday the 23/10/2013 at 10:00 o'clock At the address: Beit Lin, 35, Yehuda Halevy Street, Tel Aviv

2. The security number at the stock exchange entitling the holder thereof to participate in the meeting 604611 Explanation: if a meeting is required with respect to more than one security number, a separate T460 must be reported regarding each additional security. Reports specifying additional security numbers will require submission of an amendment report. The effective date entitling to participate and vote in the meeting: 23/09/2013.

3. On the agenda: Matters/resolutions that shall be raised at the meeting: 1. The matter/resolution and details thereof: To receive and discuss the financial statements, rules and accounts of the directors and the auditing accountants for the year ending on December 31st 2012.

……………………………………. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______1

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law. 2. The matter/resolution and details thereof: To reelect the auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Audit Committee to determine the fees thereof.

……………………………………. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law.

3. The matter/resolution and details thereof: To select five directors from the list of candidates specified in the Meeting Summoning Report attached herein below.

Appointment or dismissal of a director as specified in articles 59 and 230 of the Companies Law. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law. ______4. The matter/resolution and details thereof: To select an external director in accordance with article 239 of the Companies Law for a period of three years, from the list of candidates specified in the Meeting Summoning Report attached herein below.

Appointment / extension of office of an external director as specified in articles 239(b) or 245 of the Companies Law. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law. ______5. The matter/resolution and details thereof: To approve the resolutions related to fulfillment of office and regarding disclosure by officers, in accordance with the draft that will be presented to the Meeting.

……………………………………. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law. ______6. The matter/resolution and details thereof: To reapprove the resolution adopted by the General Meeting on August 1st 2012 regarding the appointment of Mr. Haim Samet as an external director of the bank, in accordance with article 239 of the Companies Law.

Appointment / extension of office of an external director, as specified in articles 239(b) or 245 of the Companies Law. Reference to the last report on the subject of approval of a private offer (T138): ______

A transaction between the company and a controlling owner therein, as per articles 275 and 320(f) of the Companies Law. Reference to the last report on the subject (T133): ______

Disclosure amendment Amendment of employment terms Removed from the agenda

Matter for report that is not for voting Summoned in accordance with article 66(b) of the Companies Law.

A meeting summoning report is attached: isa.pdf notice to stockholders

4. Attached"  A draft of a voting paper Notice of stand Isa.pdf updated voting paper  Candidate's declaration to serve as a director of the corporation Declaration of an independent director  Declaration of an external director Isa.pdf declarations Explanation: If a voting paper and/or a notice of stand is attached, one must ensure that these are drafted in accordance with the Companies Regulations (Voting in writing and notices of stand), 5766-2005.

The address of the internet website whereat votes can be made: ______Explanation: This field must be filled in the event in which the company enables voting via the internet in accordance with Regulation 5 (c) of the Companies Regulations (Voting in writing and notice of stand), 5766- 2005.

The electronic mail address where to Stock Exchange members may provide the material they are obligated to provide to the company in accordance with Regulation4(c)(1) of the Companies Regulations (Voting in writing and notices of stand) 5766-2005: ______

5. The legal quorum for convention of a meeting: In accordance with the bank's Articles of Association, the legal quorum for convention of a meeting is the presence of three stock holders or more present in person or by proxy, within half an hour from the date set forth for opening of the meeting.

6. In the absence of a legal quorum, the postponed meeting shall take place on 29/10/2013 at 10:00 o'clock. At the address: Beit Lin, 35 Yehuda Halevy Street, Tel Aviv.

7. Location and schedule for review of any resolution proposal, the full draft of which was not presented in the agenda above 3

The bank's secretariat, at the bank's registered office at 34 Yehuda Halevy street, Beit Leumi, (11th floor), Tel Aviv, Sundays – Thursdays between 08:00 and 15:00. The bank management offices will be closed between September 18th-26thdue to the Sukkoth holiday.

The report was signed by Yael (Ben Moshe) Rudnicki, Adv, Bank and Group Secretary, on behalf of the corporation's Board of Directors, in accordance with Regulation 5 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970. The reference numbers of previous documents on the subject (the reference does not constitute incorporation by reference):

Previous names of reporting entity: Form structure update date: 04/08/2013 ______

Name of electronic reporter: Rudnicki Yael, position: Bank Secretary, name of employer company: 34 Yehuda Halevy, Tel Aviv, 6513616, telephone: 076-8859419, facsimile: 076-8859732, electronic mail: [email protected]

BANK LEUMI LE ISRAEL LTD

NOTICE TO ORDINARY STOCK OWNERS

A notice is hereby given of convention of the 2013 Annual General Meeting of the bank, to be held at Beit Lin, 35 Yehuda Halevy Street, Tel Aviv, on October 23rd 2013 at 10:00 AM.

1. LIST OF SUBJECTS ON THE AGENDA

1.1 To receive and discuss the financial statements, rules and accounts of the directors and the auditing accountants for the year ending on December 31st 2012.

1.2 To reelect the auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Audit Committee to determine the fees thereof.

1.3 To select five directors from the list of candidates specified herein below:

The candidates who were proposed by the Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law (Licensing), 5741-1981 (the "Banking Law") and in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 (the "Banking Ordinance"):

(a) Mr. David Brodet (Chairman of the Board of Directors and a consecutive retiring director), (b) Mr. Moshe Dovrat (consecutive retiring director), (c) Mr. Yoav Nardi (consecutive retiring director), (d) Adv. Avia Alef, (e) Mrs. Eti Langermann, (f) Mrs. Nurit Segal, (g) Adv. Mohammad Sayad Ahmed, (h) Mr. Pinchas Barel Buchris, (i) Mr. Shai Hermesh.

1.4 To select an external director in accordance with article 239 of the Companies Law, 5759-1999 ("ED", Companies Law"), for a period of three years, from the list of candidates specified herein below:

The candidates who were proposed by the Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law and in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance:

(a) Prof. Gabriela Shalev (consecutive retiring director), (b) Mr. Avi Bazura.

1.5 To approve the resolutions related to fulfillment of office and regarding disclosure by officers, in accordance with the draft that will be presented to the Meeting.

1.6 To approve the resolution adopted by the General Meeting on August 1st 2012 regarding the appointment of Mr. Haim Samet as an external director of the bank, in accordance with article 239 of the Companies Law, taking into consideration the additional information presented to the General Meeting, as well as the decision of the Bank's Audit Committee dated April 11th 2013.

2. PROVISIONS REGARDING VOTING IN A MEETING

2.1 Required Majority and Voting Procedure 2.1.1 Regarding the voting procedure and the majority required in order to adopt resolutions 1.3 and 1.4, relating to the election of directors, see the specified in sections 2.1.5 and 2.1.6 herein below, accordingly.

2.1.2 The majority required for adoption of resolutions 1.1, 1.2 and 1.5 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote and voting by themselves (including via a voting paper in subject 1.5), or by a proxy. For avoidance of doubt it is clarified that the total quorum of the said votes shall not include the abstaining votes.

2.1.3 In accordance with the set forth in the Companies Law, and taking into consideration the fact that the bank is a banking corporation without a controlling core, the majority required for adoption of the resolution specified in section 1.6 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote, and who have voted by themselves (including by way of a voting paper) or by a proxy (for the purpose of this section hereinafter, respectively: "Simple Majority" and "Vote Participants"), and only provided that one of the following is fulfilled:

(a) The forum of majority votes includes a majority of all the Vote Participants who do not have a personal interest in the approval of the appointment (hereinafter: the "Independent Shareholders"); or 1

(b) The total number of objecting votes from among the Independent Shareholders shall not exceed 2% of the overall voting rights in the bank.

2.1.4 For avoidance of doubt it is clarified, that the abstaining votes shall not be considered in the quorum of the said total votes.

2.1.5 Voting procedure regarding resolution no. 1.3

Regarding resolution 1.3 (election of directors), the following voting procedure is specified in the General Meeting:

(a) The majority required for adoption of the resolution no. 1.3 on the agenda, related to the selection of directors, is a "simple majority" from the total voting rights of the stock holders entitled to vote, and who have voted by themselves or via a proxy (including by way of a written paper) ("Simple Majority" and "Vote Participants").

(b) Abstaining votes shall not be considered in the quorum of votes of the Vote Participants.

(c) In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for a director's office who have received a Simple Majority exceeds five, such being the number of a available office positions, the candidates who have received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required between several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery.

(d) It is emphasized that in accordance with the directives of the Bank of Israel, at least one fifth of all the members of the Board of Directors must have a "banking experience" as such term is defined in the directives of the Banking Supervision.

(e) The office of the selected candidates is conditional upon the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance. The elected candidates shall commence their office in the Board of Directors simultaneously on the same date, immediately upon receipt of the approval or lack of objection of the Supervisor on Banks with respect to the last candidate there among ("Full Supervisor Approval"). Whereas a Full Supervisor Approval was not obtained until December 23rd 2013, those elected candidates who have been approved by the Supervisor on Banks up to December 24th 2013 shall commence their office, and the office of the other elected candidates shall enter into force on the date of receipt of the approval of the Supervisor on Banks.

(f) Notwithstanding the specified in article (e) above, until the approval of the elected candidates by the Supervisor on Banks, the retiring directors (who are not EDs) and who have been elected as directors by the General Meeting, shall remain in office, subject to lack of objection thereto on part of the Bank of Israel.

(g) It shall be emphasized that if any of the selected candidates shall be disqualified for any reason whatsoever, including by the Supervisor on Banks, the individual who have received a "Simple Majority" and won the next highest number of supporting votes in the voting in the General Meeting, after the said disqualified candidate (the "Next in Line"), shall be deemed as elected. It shall be emphasized that the office of the Next in Line is also conditional upon the obtaining of the approval or the lack of objection of the Supervisor on Banks, as specified in section e' above.

(h) The vote shall be for each office candidate separately. The Vote Participants are entitled to vote for each candidate for a director's office and their vote is not limited to five candidates. Only five shall be elected among the number of candidates for election as directors.

2.1.6 Voting procedure regarding resolution no. 1.4

Regarding resolution 1.4 (election of an ED), the following voting procedure is specified in the General Meeting:

(a) In accordance with the set forth in the Companies Law, and taking into consideration the fact that the bank is a banking corporation without a controlling core, the majority required for adoption of the resolution specified in section 1.4 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote, and who have voted by themselves (including by way of a voting paper) or by a proxy ("Simple Majority", "Vote Participants"), and only provided that one of the following is fulfilled: 2

(1) The quorum of majority votes includes a majority of all the Vote Participants who do not have a personal interest in the approval of the appointment (hereinafter: the "Independent Shareholders"); or

(2) The total number of objecting votes from among the Independent Shareholders shall not exceed 2% of the overall voting rights in the bank (all the election terms specified above, including the Simple Majority, shall hereinafter be referred to as – "Special Majority").

(b) The abstaining votes shall not be considered in the quorum of the said total votes.

(c) In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for an ED's office who have received a Special Majority exceeds one, such being the number of available office positions, the candidate who has received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required between several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery.

(e) The office of the selected candidate is conditional upon the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance. The elected candidate shall commence his office in the Board of Directors on February 1st 2014 (the date of termination of office of the election candidate ED) and only provided that the approval or lack of objection of the Supervisor on Banks is obtained with respect to such elected candidate until such date. Whereas the elected candidate was not approved by the Supervisor on Banks up to the said date, then his office shall enter into force on the date of receipt of the approval of the Supervisor on Banks.

(f) It shall be emphasized that if any of the elected candidates shall be disqualified for any reason whatsoever, including by the Supervisor on Banks, the individual who has received a "Special Majority" and won the next highest number of supporting votes in the voting in the General Meeting, after the said disqualified candidate (the "Next in Line") shall be deemed as elected. It shall be emphasized that the office of the Next in Line is also conditional upon the obtaining of the approval or the lack of objection of the Supervisor on Banks.

(g) The vote shall be for each office candidate separately. The Vote Participants are entitled to vote for each candidate for a director's office and their vote is not limited to one candidate. Only one shall be elected among the number of candidates for election as EDs.

2.2 Personal interest, interest holders in the Bank, senior officer and institutional investor 2.2.1 Article 276 of the Companies Law states: "A shareholder participating in a vote according to article 275 shall notify the company prior to the vote in the meeting, or if the vote is via a voting paper – within the voting paper, whether or not he has a personal interest in the approval of the transaction; whereas the shareholder has not notified as specified, he shall not vote and his voice shall be disregarded." This article applies on the votes in sections 1.4 and 1.6 on the agenda.

2.2.2 Article 1 of the Companies Law states that as personal interest of a Vote Participant shall also be deemed "a personal interest of a person voting in accordance with a power of attorney granted to him by another, even if the other person has no personal interest, and the vote of the person who has received a power of attorney to vote in the name of an individual having a personal interest shall be deemed as a vote of an owner of a personal interest, whether the discretion regarding the vote lies with the voter or not".

2.2.3 Therefore, a stock holder participating in the vote on sections 1.4 and 1.6 on the agenda must notify the bank before the vote in the General Meeting, or, if he is voting via a voting paper then within the voting paper, whether or not he has a personal interest in the approval of the appointment. It shall additionally be emphasized that a stock holder who does not notify as specified - shall not vote and his vote shall be disregarded.

2.2.4 In addition, a stock holder participating in a vote according to sections 1.4 and 1.6 on the agenda shall notify the Bank prior to the vote in the General Meeting, or, if he is voting via a voting paper – within the voting paper, whether or not he owns an interest in the bank (as per the definition of the term "interest owner" in article 1 of the Securities Act, 5728-1968), is a senior officer of the bank (as per the definition of the term 3

"senior officer" in article 37(d) of the said law), is an institutional investor, as defined in Regulation 1 of the Supervision over Financial Services (Provident Funds)(Participation of a managing company in a General Meeting) Regulations, 5769-2009, or a joint trust investment fund manager, as defined in the Joint Trust Investments Law, 5754-1994.

2.3 Additional details regarding election of directors (resolutions no. 1.3, 1.4 and 1.6)

Attention is referred also to the specified in article 34(a1) of the Banking Law (Licensing), 5741-1981, according to which: "a person shall not agree with another regarding their vote for appointment of a Director in a Banking Corporation or in banking holding corporation, including with respect to their vote for termination of office, but in accordance with a permit issued by the Governor, after consultation with the Licenses Committee; this provision shall not apply on a Holders Union, as per the meaning of article 11D(a)(3)(b) of the Ordinance, regarding a vote for appointment of a Director proposed as a candidate by them in accordance with the said article, as well as on a older of Means of Control* who has agreed with another that the other will vote in his name and on his behalf without discretion, as instructed by the holder of the Means of Control, and only provided that if the other holds Means of Control by himself in the Banking Corporation or the Banking Holding Corporation, respectively, he shall not vote in the name and on behalf of more than one other holder".

Therefore, regarding election of the directors (resolutions no. 1.3, 1.4 and 1.6 on the agenda), a proxy who is also a stock holder in the Bank can vote in the name and on behalf of only one additional stock holder. Regarding the remaining subjects on the General Meeting's agenda, there is no hindrance for a said proxy to represent more than one stock holder .

2.4 Legal Quorum

According to the bank's Articles of Association, the legal quorum for convention of a Meeting shall be the presence of three stock holders or more present in person or by proxy, within half an hour as of the time set for the opening of the Meeting. Whereas a legal quorum shall not be present within half an hour as of the time set for the opening of the Meeting, the same shall be postponed to October 29th 2013, at the same place and the same time. Whereas a legal quorum shall not be present at the said postponed Meeting, two stock holders, present in person, shall constitute legal quorum and shall be entitled to deal with the matters for which the Meeting was summoned.

2.5 Effective Date

The effective date for the purpose of the stock holders' right to vote in the General Meeting is September 23rd 2013.

2.6 Voting paper and Notice of stand 2.6.1 A stock holder entitled to be present and vote may vote via a voting paper, in accordance with the Companies Law and the Companies Regulations (Voting in writing and Notices of Stand), 5766-2005 (the "Regulations"), with respect to sections 1.3, 1.4, 1.5 and 1.6 on the agenda.

2.6.2 Herein below is the Securities Authority's distribution website and the website of the Tel Aviv Stock Exchange Ltd, wherein the draft of the voting paper and the notices of stand, as defined in article 88 of the Companies Law can be found:

The Securities Authority's distribution website: http://www.magna.isa.gov.il. The Stock Exchange notices website: http://maya.tase.co.il.

2.6.3 Voting via a voting paper shall be done on within the second part of the voting paper, as published on the Securities Authority's distribution website.

2.6.4 A stock holder may address the bank directly in order to obtain there from a draft of a voting paper and of notices of stand.

2.6.5 The Stock Exchange member shall send each stock holder who is not registered in the Shareholders' Registry and whose stock is registered with the said Stock Exchange member, at the authority's distribution website, via electronic mail, a free link to the draft of the voting paper and notices of stand, unless the stock owner has notified that he is not interested in receiving the said link, and only provided that the notice was provided with respect to a particular securities account and on a date that is prior to the Effective Date.

* Namely a stock holder 2.6.6 A stock holder whose stock is registered with the Stock Exchange member may obtain an ownership confirmation from the Stock Exchange member through which he holds his stock, at the branch of the Stock Exchange member 4

or via postal delivery, to his address, in consideration for a delivery fee only, if so requested, and only under the condition that the respective request shall be granted in advance to a particular securities account.

2.6.7 The last date for delivery of notices of stand to the bank is October 3rd 2013.

2.6.8 The last date for delivery of voting papers to the Bank is 10:00 AM of October 20th, 2013.

2.7 Additional provisions and further information regarding voting in a Meeting

2.7.1 Except for the possibility to vote via a voting paper with respect to the sections specified above, a stock holder who is entitled to be present and vote in a General Meeting may appoint a proxy or proxies who shall be present and vote on his behalf. The proxy does not have to be himself a stock holder in the bank.

2.7.2 In order for the proxy's appointment to be valid, the letter of appointment and the power of attorney according to which the letter of appointment is signed (if the letter of appointment is signed according to a power of attorney), must reach the bank's registered office by no later than 48 hours prior to the date of the Meeting, namely by 10:00 AM on October 21st. In the case of a stock holder whose name is not registered in the Shareholders' Registry, an ownership confirmation from the Stock Exchange member must be attached to the letter of appointment, in accordance with the Companies Regulations (Proof of Share Ownership for the purpose of voting in a General Meeting), 5760-2000.

2.7.3 It is clarified that a stock holder or a proxy who requests to be present and/or vote at a General Meeting must have the following documents, which he shall be required to present: (1) a valid identification card or passport, or driver's license; (2) an ownership confirmation valid as of the Effective Date - September 23rd 2013.

A person who is not a stock holder, or a stock holder who does not present an ownership confirmation valid as of September 23rd 2013 shall not be entitled to be present and to vote at the General Meeting.

A stock holder whose shares are registered in the bank's Shareholders' Registry in name, is not required to present the specified ownership confirmation.

2.8 Review of documents

The documents related to the resolutions on the General Meeting's agenda can be reviewed in the bank's secretariat at the bank's registered office at 34 Yehuda Halevy street, Beit Leumi (11th floor), Tel Aviv, tel: 076-8859419, Sunday- Thursday between the hours of 08:00 and 15:00. It shall be noted that the bank management offices will be closed between September 18-26 2013 due to the Sukkoth holiday.

3. ADDITIONAL SPECIFICATION REGARDING THE SUBJECTS ON THE AGENDA

3.1 The Financial Statements for the year 2012 (Subject 1.1 on the agenda)

Subject Description

Review of the bank's 2012 annual report can be made at the Securities Authority's MAGNA website, as well as at the bank's website www.leumi.co.il.

In addition, a copy can be obtained by contacting the bank's secretariat at 34 Yehuda Halevy street, Beit Leumi (11th floor), Tel Aviv, tel: 076-8859419, Sunday-Thursday between the hours of 08:00 and 15:00. It shall be noted that the bank management offices will be closed between September 18-26 2013 due to the Sukkoth holiday.

Resolution Draft

To receive and discuss the financial statement, rules and accounts of the directors and the auditing accountants for the year ending on December 31st 2012.

Required Majority

See section 2.1.2 above.

3.2 Reelection of the auditing accountants (Subject 1.2 on the agenda)

Subject Description

The Annual General Meeting is requested to approve the reelection of the joint auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Audit Committee of the Board of Directors to determine the fee thereof.

In the meeting of the bank's Audit Committee convened on February 25th 2013 it was resolved to recommend to the General Meeting to reelect the joint auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer.

Regarding the report to the Annual General Meeting on the auditing accountants' fee, refer to page 296 of the bank's periodic report for the year 2012, which was reported on the Securities Authority's distribution website (the MAGNA website) on March 21st 2013 (Reference: 2013-01-013462).

Resolution Draft

To reelect the auditing accountants Somekh Chaikin and Kost Forer Gabbay & Kasierer and to authorize the Audit Committee of the Board of Directors to determine the fees thereof.

Required Majority

See section 2.1.2 above.

3.3 Election of Directors (Subject 1.3 on the agenda)

Subject Description

In accordance with the bank's Articles of Association, the following directors are retiring in accordance with the rotation in the General Meeting: Mr. David Brodet, Chairman of the Board of Directors, Mr. Moshe Dovrat and Mr. Yoav Nardi. In addition, Mr. Doron Cohen and Mr. Yehuda Drori resigned from the bank's Board of Directors on March 31st 2013 and on August 31st 2013, respectively.

In accordance with section 1.3 on the agenda, five directors (who are not EDs) out of nine candidates for office as directors, are standing for election at this general Meeting.

The Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law (Licensing), 5741-1981 (the "Committee") notified the bank that it proposes to the General Meeting to elect five candidates for director's office among the following nine candidates proposed by it, in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 (the "Banking Ordinance"):

For further information, refer to section 2.1.5 above ("Voting procedure regarding resolution no. 1.3"), as well as to section 2.3 above ("Additional details regarding election of Directors").

It shall be further noted that on August 29th 2013 the Board of Directors' Audit Committee approved that management of an account in the bank during the ordinary course of business, by directors and/or director's office candidates and/or by relatives thereof and/or by other companies and entities in which they or their relatives act as officers, in itself constitutes, at the most, negligible ties to the bank, and therefore does not constitute "connection" as such term is defined in article 240 of the Companies Law, nor does it constitute an "connection", as such term is defined in article 11E(e) of the Banking Ordinance.

Subject 1.3(a): Election of Mr. David Brodet as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: David Brodet

(1A) Identification no: 000088179

(2) Date of Birth: 30.10.1944

(3) Address for delivery of court documents: 4, Michaelson Street, Jerusalem 93707

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: Chairman of the Board of Directors, Chairman of the following committees: Credit Committee, Risk Management Committee, Administration Committee, Procedure Committee, Committee of Approval of Conflicts of Interests, Investments Committee, Strategic Committee, and member of the US Committee.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: yes, Chairman of the Board of Directors – Bank Leumi Le Israel Ltd.

(8) Date on which his office as director of the corporation commenced: 22.7.2010.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

(11) Is he a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: yes.

Attached is Mr. David Brodet's declaration, as required in accordance with articles 224B of the Companies Law 5759- 1999.

Resolution Draft

To elect Mr. David Brodet as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(b): Election of Mr. Moshe Dovrat as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Moshe Dovrat

(1A) Identification no: 007209646

(2) Date of Birth: 11.1.1945

(3) Address for delivery of court documents: 5/32 Uri Zvi Greenberg Street, Tel Aviv 69379

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: member of the Credit Committee, Administration Committee, Prospectus Committee, Committee of Approval of Conflicts of Interests and Procedure Committee.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: 20.5.2007.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Moshe Dovrat's declaration, as required in accordance with articles 224B of the Companies Law 5759- 1999.

Resolution Draft

To elect Mr. Moshe Dovrat as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(c): Election of Mr. Yoav Nardi as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Yoav Nardi

(1A) Identification no: 000634618

(2) Date of Birth: 3.11.1944

(3) Address for delivery of court documents: 8, Malachi Street, Ramat Gan 52246

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: member of the Audit Committee, Credit Committee, US Committee and Strategy Committee.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: 22.7.2010.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Yoav Nardi's declaration, as required in accordance with articles 224B of the Companies Law 5759- 1999.

Resolution Draft

To elect Mr. Yoav Nardi as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(d): Election of Adv. Avia Aleph as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Avia Alef

(1A) Identification no: 056119233

(2) Date of Birth: 25.10.1959

(3) Address for delivery of court documents: 30 HaYaar Street, Kfar Oranim 73134

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(6) Is she an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors.

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which her office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" as specified above.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

(11) Is she a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: subject to the approval of the bank's Board of Directors.

Attached is Adv. Avia Alefs declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Adv. Avia Alef as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(e): Election of Mrs. Eti Langermann as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Eti Langermann

(1A) Identification no: 024676587

(2) Date of Birth: 12.11.1969

(3) Address for delivery of court documents: 5 Pierberg Street, Holon

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which her office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" as specified above.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

Attached is Mrs. Eti Langermann's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mrs. Eti Langermann as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(f): Election of Mrs. Nurit Segal as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Nurit Segal

(1A) Identification no: 007134794 11

(2) Date of Birth: 10.1.1943

(3) Address for delivery of court documents: 27 Mapo Street, Tel Aviv, 63434

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

Attached is Mrs. Nurit Segal's declaration, as required in accordance with articles 224B of the Companies Law 5759- 1999.

Resolution Draft

To elect Mrs. Nurit Segal as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(g): Election of Adv. Mohammad Sayad Ahmed as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Mohammad Sayad Ahmed

(1A) Identification no: 025821745

(2) Date of Birth: 16.7.1974

(3) Address for delivery of court documents: 8, HaRav Kuk Street (413 Ashdar Building), Jerusalem 94226

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor of Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" as specified above.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Adv. Mohammad Sayad Ahmed's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Adv. Mohammad Sayad Ahmed as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(h): Election of Mr. Pinhas Barel Buchris as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Pinhas Barel Buchris

(1A) Identification no: 053305868

(2) Date of Birth: 11.4.1956

(3) Address for delivery of court documents: 1 Nataf Street, Ramat HaSharon 47226

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(6) He is an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Pinhas Barel Buchris' declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Pinhas Barel Buchris as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.3(i): Election of Mr. Shai Hermesh as director of the bank

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Shai Hermesh

(1A) Identification no: 08713992

(2) Date of Birth: 23.3.1944

(3) Address for delivery of court documents: Kfar Aza, D.N. Negev 85142

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

office as director of the corporation commenced: subject to the election of the Annual General ןדDate on which h (8) Meeting and subject to the approval of the Supervisor of Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" as specified above.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Shai Hermesh' declaration, as required in accordance with articles 224B of the Companies Law 5759- 1999. 13

Resolution Draft

To elect Mr. Shai Hermesh as director of the bank.

Required Majority

See section 2.1.5 above ("Voting procedure regarding resolution no. 1.3").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

3.4 Election of an external director in accordance with article 239 of the Companies Law (Subject 1.4 on the agenda)

Subject Description

Prof. Gabriela Shalev's office as an external director of the bank will terminate on February 1st 2014, in accordance with article 239 of the Companies Law.

As specified above, in resolution no. 1.4 on the agenda, there are two candidates up for election as EDs, of whom only one ED will be elected.

The Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law (Licensing), 5741-1981 (the "Committee") notified the bank that it proposes to the General Meeting to elect one candidate for the office of an ED among the following two candidates proposed by it in this section, in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 (the "Banking Ordinance"):

(a) Prof. Gabriela Shalev (director retiring by rotation), (b) Mr. Avi Bazura.

For further information, refer to section 2.1.6 above ("Voting procedure regarding resolution no. 1.4"), as well as to section 2.3 above ("Additional details regarding election of Directors").

It shall be further noted that on August 29th 2013 the Board of Directors' Audit Committee approved that management of an account in the bank during the ordinary course of business, by directors and/or director's office candidates and/or by relatives thereof and/or by other companies and entities in which they or their relatives act as officers, in itself constitutes, at the most, negligible ties to the bank, and therefore does not constitute "connection" as such term is defined in article 240 of the Companies Law, nor does it constitute an "affiliation", as such term is defined in article 11E(e) of the Banking Ordinance.

Subject 1.4(a): Election of Prof. Gabriela Shalev as an ED

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Gabriela Shalev

(1A) Identification no: 007129158

(2) Date of Birth: 19.8.1941

(3) Address for delivery of court documents: 9 HaHardufim Street, Even Yehuda 40500

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: Chairwoman of the US Committee, member of the Remuneration Committee, the Audit Committee, the Guidelines Committee, the Conflicts of Interests Approval Committee and the Strategic Committee.

(6) Is she an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: an independent director and an ED, as defined in the Companies Law, as well as in accordance with Directive 301 of the Proper Conduct of Banking Business Regulations, possesses professional qualification and accountancy and financial expertise. 14

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which her office as director of the corporation commenced: 1.2.2011.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

(11) Is she is a director who is deemed by the bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: yes.

On August 29th 2013 the Board of Directors' Audit Committee approved, in accordance with Regulation 5 of the Companies Regulations (Matters which do not constitute a connection), 5767-2006, on the basis of the facts presented before the committee, that Prof. Shalev's volunteer office as a member of the public council of the Yitzhak Rabin Center constitute negligent connections between Prof. Shalev and a material shareholder of the bank (the State of Israel), and therefore it does not constitute an "connection", as such is defined in article 240 of the Companies Law, nor does it constitute a "affiliation", as such is defined in article 11E(e) of the Banking Ordinance.

Attached is Prof. Gabriela Shalev's declaration, as required in accordance with articles 224B and 241 of the Companies Law 5759-1999.

Resolution Draft

To elect Prof. Gabriela Shalev as an ED, in accordance with article 239 of the Companies Law, 5759-1999, for a term of three years.

Required Majority

See section 2.1.6 above ("Voting procedure regarding resolution no. 1.4").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Subject 1.4(b): Election of Mr. Avi Bazura as an ED

Details regarding the candidate for election, to the bank's best knowledge:

(1) Name: Avi Bazura

(1A) Identification no: 058623547

(2) Date of Birth: 26.1.1964

(3) Address for delivery of court documents: 9 Snir Street, Bney Dror

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no.

(6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the bank's Board of Directors.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.6 "Voting procedure regarding resolution no. 1.4" as specified above.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Avi Bazura's declaration, as required in accordance with articles 224B and 241 of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Avi Bazura as an ED, in accordance with article 239 of the Companies Law, 5759-1999, for a term of three years.

Required Majority

See section 2.1.6 above ("Voting procedure regarding resolution no. 1.4").

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

3.5 Approval of fulfillment of office and disclosure by an officer (Subject no. 1.5 on the agenda)

Subject Description

The Meeting is requested to approve the resolutions related to fulfillment of office and disclosure by officers of the bank. These resolutions were approved by the Annual General Meeting held on August 1st 2012.

The Companies Law imposes a duty upon an officer of the bank to refrain any action which may have conflict of interests between the fulfillment of his position in the bank, and the fulfillment of any other position thereof, including fulfillment of position in companies of the Leumi Group, or between his personal affairs. However, the bank may approve its consent to such conflict of interests; namely, the bank may agree to the fact that an officer will fulfill a position in addition to his positions in the bank, after the officer has disclosed to the bank the positions fulfilled there by outside of the bank.

It is clarified, that such approval as specified in the proposed resolutions does not constitute an approval of a specific action or transaction in which the officer of the bank was involved within the framework of his position outside of the bank, if and whereas such approvals are required for the specific transaction or action in accordance with the Companies Law.

In addition, the Companies Law imposes a disclosure duty upon officers where existing or proposed transactions of the bank are concerned, in which the officers have a personal interest. Whereas a personal interest includes also a personal interest of a corporation, which the officer or a relative thereof have an interest in (such as acting as a director in the corporation), the said disclosure duty is imposed upon the officers whether or not this is an ordinary transaction or an extraordinary transaction. The Companies Law adds and sets forth the manners of approval of such bank transactions and also sets forth that the bank may approve non-extraordinary transactions in the manners specified in the bank's Articles.

Therefore, it is proposed to accept the above resolutions, after the approval thereof by the Audit Committee and the Board of Directors, in accordance with the Companies Law.

Resolution Draft

To approve the resolutions related to fulfillment of office and disclosure by an officer, in accordance with the draft that will be presented before the Meeting.

Required Majority

See section 2.1.2 above.

3.6 Approval of appointment of an ED (Subject 1.6 on the agenda)

Subject Description

On August 1st 2012, the bank's General Meeting approved the appointment of Mr. Haim Samet to the office of an external director of the bank, in accordance with the provisions of article 239 of the Companies Act (hereinafter: "ED") (in addition to two other EDs acting in the bank), for a term of three (3) years. For further details see the Bank's immediate report on the results of the General Meeting dated August 2nd 2012 (reference no. 2012-01-200217).

Recently the bank has learned that in August 1997 a loan transaction was executed for the purpose of acquisition of a land property, between the bank and a company owned by Mr. Samet and other borrowers (hereinafter, respectively: "Loan Transaction" and the "Borrowers"), and that in April 2004 the balance of the above specified loan was assigned to the bank. The Loan Transaction was secured by securities that included also the full lien of the property. The said loan was repaid in June 2013.

In addition, as reported by Mr. Samet to the bank of Israel, Mr. Samet still has an account in the Bank (that includes deposits and securities).

Due to a bona-fide error, the existence of the Loan Transaction was not reported to the bank by Mr. Samet before his appointment as an ED. It shall be emphasized that since April 2004 (the date of provision of the loan by the bank) and until the date of the loan's repayment, as specified above, no modification was made to the Loan Transactions and its terms, including any modification in the two years prior to the date of the General Meeting's approval of Mr. Samet's appointment as an ED.

Notwithstanding the specified, due to a doubt that may be raised with respect to the possibility of the existence of ongoing business connections between Mr. Samet and the Bank, such constituting a connection (even if a negligible one) between Mr. Samet and the bank, the bank's Audit Committee examined the nature of his connections with the bank on April 11th 2013, including the Loan Transaction, and resolved that these are negligible connections, both, from Mr. Samet's perspective and from the bank's perspective, all in light of the following reasons:

(a) The Loan Transaction was provided many years prior to Mr. Samet's appointment and commencement of office as an ED of the bank.

(b) Since April 2004 (the date of provision of the loan by the bank) and until the date of the loan's repayment, as specified above, the loan was repaid in order and no modification was made to the Loan Transactions and its terms, including any modification in the two years prior to the date of Mr. Samet's appointment as an ED. In addition, the terms of the above specified credit transaction were set in the year 2004, therefore during the two years prior to the date of his appointment, there were not business connections between the parties, with the exception to the regular repayment of the loan.

(d) The Loan Transaction was approved by all authorized functions in the bank, in accordance with the bank's procedures, and it was conducted on acceptable market terms and on ordinary conditions with respect to a client such as Mr. Samet and the additional Borrowers.

(e) The bank's incomes and profits deriving from the Loan Transaction and the level of the effect thereof on the bank's profitability, assets and liabilities were minor, taking into consideration all banking services which the bank provides in these fields, taking into consideration the marginal scope of the unpaid loan amounts (as specified, the loan was repaid since the subject was discussed by the Audit Committee), and taking into consideration the fact that the loan was secured by a mortgage on the land property, the value of which is estimated significantly higher than the value of the balance of the loan.

(f) The nature and quality of the Borrowers and securities enable the Borrowers to receive similar financing from other banks and financial bodies on similar terms.

business, considering all his financial savings and other assets, and the fact that Mr. Samet's share in the land property, subordinated for securing of the loan, was in an amount that was approximately three times higher than Mr. Samet's share in the loan balance.

(h) The fact that "business retail connections between a corporation and a client" are excluded from the definition of the term "connection" in the banking legislation that sets forth the qualifications required from a director of a banking corporation without a controlling core.

(i) The fact that on the date of the discussion in the Audit Committee, Mr. Samet undertook to repay the loan shortly and to transfer the same to another bank – a matter that was executed. The loan was repaid.

Based on the resolution of the Audit Committee and pursuant thereto, the bank's Board of Directors resolved to recommend the General Meeting to ratify Mr. Samet's appointment as an ED of the bank, in accordance with the procedure set forth in Regulation 5 of the Companies Regulations (Matters that do not constitute a connection), 5767- 2006, enabling the appointment of an ED also in events in which there is a "connection" between the director and the company, and only provided that all of the following terms are complied with:

a) The connections are negligible, both, from the candidate's and the company's point of view;

b) The connections commenced prior to the appointment date;

c) The Audit Committee approved prior to the appointment, on the basis of facts presented thereto, that the condition specified in section (a) above is complied with;

d) The existence of business or professional connections as specified, as well as the approval of the Audit Committee were brought before the General Meeting prior to the approval of the appointment.

It shall be further noted that on August 29th 2013 the Board of Directors' Audit Committee approved that management of an account in the bank during the ordinary course of business, by directors and/or director's office candidates and/or by relatives thereof and/or by other companies and entities in which they or their relatives act as officers, in itself constitutes, at the most, negligible connections to the bank, and therefore does not constitute "connection" as such term is defined in article 240 of the Companies Law, nor does it constitute an "affiliation", as such term is defined in article 11E(e) of the Banking Ordinance.

For further details regarding Mr. Haim Samet, to the Bank's best knowledge, see page 523 of the bank's 2012 periodic report published in MAGNA on March 21st 2013 (reference: 2013-01-013462).

Attached hereto is an amended declaration of Mr. Samet, as required in accordance with sections 224B and 241 of the Companies Law.

Resolution Draft

To ratify Mr. Haim Samet's appointment as an ED of the bank in accordance with article 239 of the Companies Law, 5759-1999, on the basis of information brought before the General Meeting, as well as the resolution of the bank's Audit Committee dated April 11th 2013.

Required Majority

See section 2.1.3 above.

In addition, attention is referred to section 2.3 above ("Additional details regarding election of Directors").

Tel Aviv, September 16th 2013

By the order of the Board of Directors, Yael (Ben Moshe) Rudnicki, Adv. Bank Secretary

BANK LEUMI LE ISRAEL LTD

VOTING PAPER IN ACORDANCE WITH THE COMPANIES REGULATIONS (VOTING IN WRITING AND NOTICE OF STAND), 5766-2005 ("The Regulations") FOR THE ANNUAL GENERAL MEETING TO BE CONVENED ON OCTOBER 23rd 2013

PART ONE

1. Company name: Bank Leumi Le Israel Ltd (the "Bank").

2. Type of General Meeting, date and location for convention thereof An Annual General Meeting. The General Meeting will be convened on October 23rd 2013, at 10:00 AM, at the Bank's offices in Beit Lin, 35 Yehuda Halevy street, Tel Aviv. If the Meeting shall be postponed, the postponed Meeting shall take place on October 29th 2013 at the same time and location.

3. Details of the subjects on the agenda with respect to which voting can be made by a Voting Paper

3.1 Election of Directors (Subject 1.3 on the agenda)

Subject Description

In accordance with the Bank's Articles of Association, the following directors are retiring in accordance with the rotation in the General Meeting: Mr. David Brodet, Chairman of the Board of Directors, Mr. Moshe Dovrat and Mr. Yoav Nardi. In addition, Mr. Doron Cohen and Mr. Yehuda Drori resigned from the Bank's Board of Directors on March 31st 2013 and on August 31st 2013, respectively.

In accordance with section 1.3 on the agenda, in this General Meeting there are five directors (who are not EDs) up for election out of nine candidates for directors' office.

The Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law (Licensing), 5741-1981 (the "Committee") notified the Bank that it proposes to the General Meeting to elect five candidates for director's office among the following nine candidates proposed by it, in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 (the "Banking Ordinance"):

For further information, refer to section 2.1.5 of the Notice to Stock Holders attached to this report ("Voting procedure regarding resolution no. 1.3"), as well as to section 2.3 of the Notice to Stock Holders attached to this report ("Additional details regarding election of Directors").

It shall be further noted that on August 29th 2013 the Board of Directors' Audit Committee approved that management of an account in the Bank during the ordinary course of business, by directors and/or director's office candidates and/or by relatives thereof and/or by other companies and entities in which they or their relatives act as officers, in itself constitutes, at the most, negligible ties to the Bank, and therefore does not constitute "connection" as such term is defined in article 240 of the Companies Law, nor does it constitute an "affiliation", as such term is defined in article 11E(e) of the Banking Ordinance.

Subject 1.3(a): Election of Mr. David Brodet as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: David Brodet

(1A) Identification no: 000088179

2 (2) Date of Birth: 30.10.1944

(3) Address for delivery of court documents: 4, Michaelson Street, Jerusalem 93707

(4) Citizenship: Israeli

(6) Is he an independent director or an external director as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: possesses an accountancy and financial expertise and has professional qualification.

(8) Date on which his office as director of the corporation commenced: 22.7.2010.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

(11) Is he a director who is deemed by the Bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: yes.

Attached is Mr. David Brodet's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. David Brodet as director of the Bank.

Subject 1.3(b): Election of Mr. Moshe Dovrat as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Moshe Dovrat

(1A) Identification no: 007209646

(2) Date of Birth: 11.1.1945

(3) Address for delivery of court documents: 5/32 Uri Zvi Greenberg Street, Tel Aviv 69379

(4) Citizenship: Israeli

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: 20.5.2007.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report. 3

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Moshe Dovrat's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Moshe Dovrat as director of the Bank.

Subject 1.3(c): Election of Mr. Yoav Nardi as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Yoav Nardi

(1A) Identification no: 000634618

(2) Date of Birth: 3.11.1944

(3) Address for delivery of court documents: 8, Malachi Street, Ramat Gan 52246

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: member of the Audit Committee, Credit Committee, US Committee and Strategy Committee.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: 22.7.2010.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Yoav Nardi's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Yoav Nardi as director of the Bank.

Subject 1.3(d): Election of Adv. Avia Alef as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Avia Alef

(1A) Identification no: 056119233

4 (2) Date of Birth: 25.10.1959

(3) Address for delivery of court documents: 30 HaYaar Street, Kfar Oranim 73134

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(6) Is she an independent director or an external director , as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the Bank's Board of Directors.

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

(11) Is she a director who is deemed by the Bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: subject to the approval of the Bank's Board of Directors.

Attached is Adv. Avia Alef's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Adv. Avia Alef as director of the Bank.

Subject 1.3(e): Election of Mrs. Eti Langermann as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Eti Langermann

(1A) Identification no: 024676587

(2) Date of Birth: 12.11.1969

(3) Address for delivery of court documents: 5 Pierberg Street, Holon

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(6) Is she is an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the Bank's Board of Directors.

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

5 (8) Date on which her office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" of the Notice to Stock Holders attached to this report.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

Attached is Mrs. Eti Langermann's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mrs. Eti Langermann as director of the Bank.

Subject 1.3(f): Election of Mrs. Nurit Segal as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Nurit Segal

(1A) Identification no: 007134794

(2) Date of Birth: 10.1.1943

(3) Address for delivery of court documents: 27 Mapu Street, Tel Aviv, 63434

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

Attached is Mrs. Nurit Segal's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

6 To elect Mrs. Nurit Segal as director of the Bank.

Subject 1.3(g): Election of Adv. Mohammad Sayad Ahmed as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Mohammad Sayad Ahmed

(1A) Identification no: 025821745

(2) Date of Birth: 16.7.1974

(3) Address for delivery of court documents: 8, HaRav Kuk Street (413 Ashdar Building), Jerusalem 94226

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" of the Notice to Stock Holders attached to this report.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Adv. Mohammad Sayad Ahmed's declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Adv. Mohammad Sayad Ahmed as director of the Bank.

Subject 1.3(h): Election of Mr. Pinhas Barel Buchris as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Pinhas Barel Buchris

(1A) Identification no: 053305868

(2) Date of Birth: 11.4.1956

(3) Address for delivery of court documents: 1 Nataf Street, Ramat HaSharon 47226

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

7 (6) Is he an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: regarding accountancy and financial expertise and professional qualification – see in accordance with the candidate's declaration, subject to the election of the Annual General Meeting, subject to the approval or lack of objection of the Supervisor on Banks, and subject to the approval of the Bank's Board of Directors.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which his office as director of the corporation commenced: subject to the election of the Annual General Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" of the Notice to Stock Holders attached to this report.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

Attached is Mr. Pinhas Barel Buchris' declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Pinhas Barel Buchris as director of the Bank.

Subject 1.3(i): Election of Mr. Shai Hermesh as director of the Bank

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Shai Hermesh

(1A) Identification no: 08713992

(2) Date of Birth: 23.3.1944

(3) Address for delivery of court documents: Kfar Aza, D.N. Negev 85142

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

office as director of the corporation commenced: subject to the election of the Annual General ןדDate on which h (8) Meeting and subject to the approval of the Supervisor on Banks – in accordance with the specified in section 2.1.5 "Voting procedure regarding resolution no. 1.3" of the Notice to Stock Holders attached to this report.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

8 (11) Is he a director who is deemed by the Bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: subject to the approval of the Bank's Board of Directors.

Attached is Mr. Shai Hermesh' declaration, as required in accordance with articles 224B of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Shai Hermesh as director of the Bank.

3.2 Election of an External director in accordance with article 239 of the Companies Law (Subject 1.4 on the agenda)

Subject Description

Prof. Gabriela Shalev's office as an external director of the Bank will terminate on February 1st 2014, in accordance with article 239 of the Companies Law.

As specified above, in resolution no. 1.4 on the agenda, there are two candidates up for election as EDs, of whom only one ED will be elected.

The Banking Corporations' Directors' Appointment Committee appointed in accordance with article 36A of the Banking Law (Licensing), 5741-1981 (the "Committee") notified the Bank that it proposes to the General Meeting to elect one candidate for the office of an ED among the following two candidates proposed by it in this section, in accordance with the specified in articles 11D(a)(1) and (2) of the Banking Ordinance 1941 (the "Banking Ordinance"):

Prof. Gabriela Shalev (consecutive retiring director), (b) Mr. Avi Bazura.

For further information, refer to section 2.1.6 of the Notice to Stock Holders attached to this report ("Voting procedure regarding resolution no. 1.4"), as well as to section 2.3 of the Notice to Stock Holders attached to this report ("Additional details regarding election of Directors").

It shall be further noted that on August 29th 2013 the Board of Directors' Audit Committee approved that administration of an account in the Bank during the ordinary course of business, by directors and/or director's office candidates and/or by relatives thereof and/or by other companies and entities in which they or their relatives act as officers, in itself constitutes, at the most, negligible ties to the Bank, and therefore does not constitute "connection" as such term is defined in article 240 of the Companies Law, nor does it constitute an "affiliation", as such term is defined in article 11E(e) of the Banking Ordinance.

Subject 1.4(a): Election of Prof. Gabriela Shalev as an ED

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Gabriela Shalev

(1A) Identification no: 007129158

(2) Date of Birth: 19.8.1941

(3) Address for delivery of court documents: 9 HaHardufim Street, Even Yehuda 40500

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: Chairwoman of the US Committee, member of the Remuneration Committee, the Audit Committee, the Procedural Committee, the Conflicts of Interests Approval Committee and the Strategic Committee.

(6) Is she is an independent director or an external director, as defined in the Companies Law / in possession of accountancy and financial expertise or of professional qualification / an expert external director: an independent director and an external director, as defined in the Companies Law, as well as in accordance with Directive 301 of the Proper Banking Management Procedure, possesses professional qualification and accountancy and financial expertise.

9 (7) Is she an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(8) Date on which her office as director of the corporation commenced: 1.2.2011.

(9) Education and occupation during the last five years, as well as a list of corporations in which she acts as director: in accordance with the CV attached to this report.

(10) Is she a family member or any other interested party in the corporation: no.

On August 29th 2013 the Board of Directors' Audit Committee approved, in accordance with Regulation 5 of the Companies Regulations (Matters which do not constitute a connection), 5767-2006, on the basis of the facts presented there before, that Prof. Shalev's volunteer office as a member of the public council of the Yitzhak Rabin Center constitute negligent connections between Prof. Shalev and a material shareholder in the Bank (the State of Israel), and therefore it does not constitute an "connection", as such is defined in article 240 of the Companies Law, nor does it constitute a "affiliation", as such is defined in article 11E(e) of the Banking Ordinance.

Attached is Prof. Gabriela Shalev's declaration, as required in accordance with articles 224B and 241 of the Companies Law 5759-1999.

Resolution Draft

To elect Prof. Gabriela Shalev as an ED, in accordance with article 239 of the Companies Law, 5759-1999, for a term of three years.

Subject 1.4(b): Election of Mr. Avi Bazura as an ED

Details regarding the candidate for election, to the Bank's best knowledge:

(1) Name: Avi Bazura

(1A) Identification no: 058623547

(2) Date of Birth: 26.1.1964

(3) Address for delivery of court documents: 9 Snir Street, Bney Dror

(4) Citizenship: Israeli

(5) Membership in committees of the Board of Directors: no.

(7) Is he an employee of the corporation, of a subsidiary thereof, of a related company thereof or of an interested party therein: no.

(9) Education and occupation during the last five years, as well as a list of corporations in which he acts as director: in accordance with the CV attached to this report.

(10) Is he a family member or any other interested party in the corporation: no.

11 (11) Is he a director who is deemed by the Bank as having accountancy and financial expertise for the purpose of complying with the minimal number determined by the Board of Directors in accordance with article 92(a)(12) of the Companies Law: subject to the approval of the Bank's Board of Directors.

Attached is Mr. Avi Bazura's declaration, as required in accordance with articles 224B and 241 of the Companies Law 5759-1999.

Resolution Draft

To elect Mr. Avi Bazura as an ED, in accordance with article 239 of the Companies Law, 5759-1999, for a term of three years.

3.3 Approval of fulfillment of office and disclosure by an officer (Subject no. 1.5 on the agenda)

Subject Description

The Meeting is requested to approve the resolutions related to fulfillment of office and disclosure by officers of the Bank. These resolutions were approved by the Annual General Meeting held on August 1st 2012.

The Companies Law imposes a duty upon an officer of the Bank to refrain any action which may have conflict of interests between the fulfillment of his position in the Bank, and the fulfillment of any other position thereof, including fulfillment of position in companies of the Leumi Group, or between his personal affairs. However, the Bank may approve its consent to such conflict of interests; namely, the Bank may agree to the fact that an officer will fulfill a position in addition to his positions in the Bank, after the officer has disclosed to the Bank the positions fulfilled there by outside of the Bank.

It is clarified, that such approval as specified in the proposed resolutions does not constitute an approval of a specific action or transaction in which the officer of the Bank was involved within the framework of his position outside of the Bank, if and whereas such approvals are required for the specific transaction or action in accordance with the Companies Law.

In addition, the Companies Law imposes a disclosure duty upon officers where existing or proposed transactions of the Bank are concerned, in which the officers have a personal interest. Whereas a personal interest includes also a personal interest of a corporation, which the officer or a relative thereof have an interest in (such as acting as a director in the corporation), the said disclosure duty is imposed upon the officers whether or not this is an ordinary transaction or an extraordinary transaction. The Companies Law adds and sets forth the manners of approval of such Bank transactions and also sets forth that the Bank may approve non-extraordinary transactions in the manners specified in the Bank's Articles.

Therefore, it is proposed to accept the above resolutions, after the approval thereof by the Audit Committee and the Board of Directors, in accordance with the Companies Law.

Resolution Draft

To approve the resolutions related to fulfillment of office and disclosure by an officer, in accordance with the draft that will be presented before the Meeting.

3.4 Approval of appointment of an ED (Subject 1.6 on the agenda)

Subject Description

On August 1st 2012, the Bank's General Meeting approved the appointment of Mr. Haim Samet to the office of an external director to the Bank, in accordance with the provisions of article 239 of the Companies Act (hereinafter: "ED") (in addition to two other EDs acting in the Bank), for a term of three (3) years. For further details see the Bank's immediate report on the results of the General Meeting dated August 2nd 2012 (reference no. 2012-01-200217).

Recently the Bank has learned that in August 1997 a loan transaction was executed for the purpose of acquisition of a land property, between the Bank and a company owned by Mr. Samet and other borrowers (hereinafter, respectively: "Loan Transaction" and the "Borrowers"), and that in April 2004 the balance of the above specified loan was assigned to the Bank. The Loan Transaction was secured by securities that included also the full lien of the property. The said loan was repaid in June 2013.

In addition, as reported by Mr. Samet to the Bank of Israel, Mr. Samet still has an account in the Bank (that includes deposits and securities). 11

Due to a bona-fide error, the existence of the Loan Transaction was not reported to the Bank by Mr. Samet before his appointment as an ED. It shall be emphasized that since April 2004 (the date of provision of the loan by the Bank) and until the date of the loan's repayment, as specified above, no modification was made to the Loan Transactions and its terms, including any modification in the two years prior to the date of the General Meeting's approval of Mr. Samet's appointment as an ED.

Notwithstanding the specified, due to a doubt that may be raised with respect to the possibility of the existence of general business ties between Mr. Samet and the Bank, such constituting a connection (even if a minor one) between Mr. Samet and the Bank, the Bank's Audit Committee examined the nature of his connections with the Bank on April 11th 2013, including the Loan Transaction, and resoled that these are minor connections, both, from Mr. Samet's perspective and from the Bank's perspective, all in light of the following reasons:

(a) The Loan Transactions was provided many years prior to Mr. Samet's appointment and commencement of office as an ED of the Bank.

(b) Since April 2004 (the date of provision of the loan by the Bank) and until the date of the loan's repayment, as specified above, the loan was repaid in order and no modification was made to the Loan Transactions and its terms, including any modification in the two years prior to the date of Mr. Samet's appointment as an ED. In addition, the terms of the above specified credit extension transaction were set in the year 2004, therefore during the two years prior to the date of his appointment, there were not business ties between the parties, with the exception to the regular repayment of the loan.

(d) The Loan Transaction was approved by all authorized functions in the Bank, in accordance with the Bank's procedures, and it was conducted on acceptable market terms and on ordinary conditions with respect to a client such as Mr. Samet and the additional borrowers.

(e) The Bank's incomes and profits deriving from the Loan Transaction and the level of the effect thereof on the Bank's profitability, assets and liabilities were minor, taking into consideration all Banking services which the Bank provides in these fields, taking into consideration the marginal scope of the unpaid loan amounts (as specified, the loan was repaid since the subject was discussed by the Audit Committee), and taking into consideration the fact that the loan was secured by a mortgage on the land property, the value of which is estimated significantly higher than the value of the balance of the loan.

(f) The nature and quality of the Borrowers and securities enable the Borrowers to receive similar financing from other Banks and financial bodies on similar terms.

(g) On the date of examining the matter by the Audit Committee, the balance of Mr. Samet's liabilities within the framework of the Loan Transaction was minor, taking into consideration his incomes and the scope of Mr. Samet's business, considering all his financial savings and other assets, and the fact that Mr. Samet's share in the land property, subordinated for securing of the loan, was in an amount that was approximately three times higher than Mr. Samet's share in the loan balance.

(h) The fact that "business retail connections between a corporation and a client" are excluded from the definition of the term "connection" in the Banking legislation that sets forth the qualifications required from a director of a Banking corporation without a controlling core.

(i) The fact that on the date of the discussion in the Audit Committee, Mr. Samet undertook to repay the loan shortly and to transfer the same to another Bank – a matter that was executed. The loan was repaid.

Based on the resolution of the Audit Committee and pursuant thereto, the Bank's Board of Directors resolved to recommend the General Meeting to ratify Mr. Samet's appointment as an ED of the Bank, in accordance with the procedure set forth in Regulation 5 of the Companies Regulations (Matters that do not constitute a connection), 5767- 2006, enabling the appointment of an ED also in events in which there is a "connection" between the director and the company, and only provided that all of the following terms are complied with:

a) The connections are minor, both, from the candidate's and the company's point of view;

b) The connections commenced prior to the appointment date;

c) The Audit Committee approved prior to the appointment, on the basis of facts presented thereto, that the condition specified in section (a) above is complied with; 12

d) The existence of business or professional connections as specified, as well as the approval of the Audit Committee was brought before the General Meeting prior to the approval of the appointment.

For further details regarding Mr. Haim Samet, to the Bank's best knowledge, see page 523 of the Bank's 2012 periodic report published in MAGNA on March 21st 2013 (reference: 2013-01-013462).

Attached hereto is an amended declaration of Mr. Samet, as required in accordance with sections 224B and 241 of the Companies Law.

Resolution Draft

To ratify Mr. Haim Samet's appointment as an ED of the Bank in accordance with article 239 of the Companies Law, 5759-1999, on the basis of information brought before the General Meeting, as well as the resolution of the Bank's Audit Committee dated April 11th 2013.

4. Place and time for review of the full draft of the proposed resolutions The documents related to the resolutions on the agenda of the General Meeting can be reviewed at the Bank's registered office at Beit Leumi, 34 Yehuda Halevy street (11th floor), Tel Aviv, tel: 076-8859419, between the hours of 08:00 and 15:00.

The full draft of the proposed resolutions can be reviewed at the Securities Authority's Distribution Website, as well as on the Stock Exchange Website, or at the Bank's registered office at Beit Leumi, 34 Yehuda Halevy street (11th floor), Tel Aviv, tel: 076-8859419, between the hours of 08:00 and 15:00.

It shall be noted that the Bank's administration office will be closed between September 18-26 2013 due to the Sukkoth holiday.

5. Required Majority and Voting Procedure a. Regarding the voting procedure and the majority required in order to adopt resolutions 1.3 and 1.4, relating to the election of directors, see the specified in sections e' and f' herein below, "Voting Procedure regarding resolution no. 1.3" and "Voting Procedure regarding resolution no. 1.4", accordingly.

b. The majority required for adoption of resolution 1.5 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote and voting by themselves (including via a voting paper), or by a proxy. For avoidance of doubt it is clarified that the total quorum of the said votes shall not include the abstaining votes.

c. In accordance with the set forth in the Companies Law, and taking into consideration the fact that the bank is a banking corporation without a controlling core, the majority required for adoption of the resolution specified in section 1.6 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote, and who have voted by themselves (including by way of a voting paper) or by a proxy (for the purpose of this section hereinafter, respectively: "Simple Majority" and "Vote Participants"), and only provided that one of the following is fulfilled:

(b) The total number of objecting votes from among the Independent Shareholders shall not exceed 2% of the overall voting rights in the bank.

d. For avoidance of doubt it is clarified, that the abstaining votes shall not be considered in the quorum of the said total votes.

e. Voting procedure regarding resolution no. 1.3

13 Regarding resolution 1.3 (election of directors), the following voting procedure is specified in the General Meeting: 1. The majority required for adoption of the resolution no. 1.3 on the agenda, related o the selection of directors, is a "simple majority" from the total voting rights of the stock holders entitled to vote, and who have voted by themselves or via a proxy (including by way of a written paper) ("Simple Majority" and "Vote Participants").

2. Abstaining votes shall not be considered in the quorum of votes of the Vote Participants.

3. In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for a director's office who have received a Simple Majority exceeds five, such being the number of a available office positions, the candidates who have received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required between several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery.

4. It is emphasized that in accordance with the directives of the Bank of Israel, at least five of all the members of the Board of Directors must have a "banking experience" as such term is defined in the directives of the Banking Supervision.

5. The office of the selected candidates is conditional upon the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance. The elected candidates shall commence their office in the Board of Directors simultaneously on the same date, immediately upon receipt of the approval or lack of objection of the Supervisor on Banks with respect to the last candidate there among ("Full Supervisor Approval"). Whereas a Full Supervisor Approval was not obtained until December 23rd 2013, those elected candidates who have been approved by the Supervisor on Banks up to December 24th 2013 shall commence their office, and the office of the other elected candidates shall enter into force on the date of receipt of the approval of the Supervisor on Banks.

6. Notwithstanding the specified in article 5 above, until the approval of the elected candidates by the Supervisor on Banks, the retiring directors (who are not EDs) and who have been elected as directors by the General Meeting, shall remain in office, subject to lack of objection thereto on part of the Bank of Israel.

7. It shall be emphasized that if any of the selected candidates shall be disqualified for any reason whatsoever, including by the Supervisor on Banks, the individual who have received a "Simple Majority" and won the next highest number of supporting votes in the voting in the General Meeting, after the said disqualified candidate (the "Next in Line") shall be deemed as elected. It shall be emphasized that the office of the Next in Line is also conditional upon the obtaining of the approval or the lack of objection of the Supervisor on Banks, as specified in section 5 above.

8. The vote shall be for each office candidate separately. The Vote Participants are entitled to vote for each candidate for a director's office and their vote is not limited to five candidates. Only five shall be elected among the number of candidates for election as directors.

f. Voting procedure regarding resolution no. 1.4

Regarding resolution 1.4 (election of an ED), the following voting procedure is specified in the General Meeting:

1. In accordance with the set forth in the Companies Law, and taking into consideration the fact that the bank is a banking corporation without a controlling core, the majority required for adoption of the resolution specified in section 1.4 on the agenda is a simple majority of the total voting rights of the stock holders entitled to vote, and who have voted by themselves (including by way of a voting paper) or by a proxy ("Simple Majority", "Vote Participants"), and only provided that one of the following is fulfilled:

(1) The forum of majority votes includes a majority of all the Vote Participants who do not have a personal interest in the approval of the appointment (hereinafter: the "Independent Shareholders"); or

2. The abstaining votes shall not be considered in the quorum of the said total votes.

14 3. In accordance with the set forth in the Banking Ordinance (and the bank's Articles of Association), whereas the number of candidates for an ED's office who have received a Special Majority exceeds one, such being the number of a available office positions, the candidate who has received the highest number of supporting votes in the General Meeting shall be elected. In addition, in accordance with article 85B of the bank's Articles of Association, whereas an election is required between several candidates who have received an identical number of supporting votes, the election will be conducted by way of a lottery.

5. The office of the selected candidate is conditional upon the approval or lack of objection of the Supervisor on Banks, in accordance with article 11A of the Banking Ordinance. The elected candidate shall commence his office in the Board of Directors on February 1st 2014 (the date of termination of office of the election candidate ED) and only provided that the approval or lack of objection of the Supervisor on Banks is obtained with respect to such elected candidate until such date. Whereas the elected candidate was not approved by the Supervisor on Banks up to the said date, then his office shall enter into force on the date of receipt of the approval of the Supervisor on Banks.

6. It shall be emphasized that if any of the elected candidates shall be disqualified for any reason whatsoever, including by the Supervisor on Banks, the individual who have received a "Special Majority" and won the next highest number of supporting votes in the voting in the General Meeting, after the said disqualified candidate (the "Next in Line") shall be deemed as elected. It shall be emphasized that the office of the Next in Line is also conditional upon the obtaining of the approval or the lack of objection of the Supervisor on Banks.

7. The vote shall be for each office candidate separately. The Vote Participants are entitled to vote for each candidate for a director's office and their vote is not limited to one candidate. Only one shall be elected among the number of candidates for election as EDs.

6. Personal interest, interest holders in the Bank, senior officer and institutional investor 1. Article 276 of the Companies Law states: "A shareholder participating in a vote according to article 275 shall notify the company prior to the vote in the meeting, or if the vote is via a voting paper – within the voting paper, whether or not he has a personal interest in the approval of the transaction; whereas the shareholder has not notified as specified, he shall not vote and his voice shall be disregarded." This article applies on the votes in sections 1.4 and 1.6 on the agenda.

2. Article 1 of the Companies Law states that as personal interest of a Vote Participant shall also be deemed "a personal interest of a person voting in accordance with a power of attorney granted to him by another, even if the other person has no personal interest, and the vote of the person who has received a power of attorney to vote in the name of an individual having a personal interest shall be deemed as a vote of an owner of a personal interest, whether the discretion regarding the vote lies with the voter or not".

3. Therefore, a stock holder participating in the vote on sections 1.4 and 1.6 on the agenda must notify the bank before the vote in the General Meeting, or, if he is voting via a voting paper then within the voting paper, whether or not he has a personal interest in the approval of the appointment. It shall additionally be emphasized that a stock holder who does not notify as specified - shall not vote and his vote shall be disregarded.

4. In addition, a stock holder participating in a vote according to sections 1.4 and 1.6 on the agenda shall notify the Bank prior to the vote in the General Meeting, or, if he is voting via a voting paper – within the voting paper, whether or not he owns an interest in the bank (as per the definition of the term "interest owner" in article 1 of the Securities Act, 5728-1968), is a senior officer of the bank (as per the definition of the term "senior officer" in article 37(d) of the said law), is an institutional investor, as defined in Regulation 1 of the Supervision over Financial Services (Provident Funds)(Participation of a managing company in a General Meeting) Regulations, 5769-2009, or a joint trust investment fund manager, as defined in the Joint Trust Investments Law, 5754-1994.

7. Additional details regarding election of directors(resolutions no. 1.3, 1.4 and 1.6)

Attention is referred to the specified in article 34(a1) of the Banking Law (Licensing), 5741-1981, according to which: "a person shall not agree with another regarding their vote for appointment of a Director in a Banking Corporation or in banking holding corporation, including with respect to their vote for termination of office, but in accordance with a permit issued by the Governor, after consultation with the Licenses Committee; this provision 15 shall not apply on a Holders Union, as per the meaning of article 11D(a)(3)(b) of the Ordinance, regarding a vote for appointment of a Director proposed as a candidate by them in accordance with the said article, as well as on a holder of Means of Control* who has agreed with another that the other will vote in his name and on his behalf without discretion, as instructed by the holder of the Means of Control, and only provided that if the other holds Means of Control by himself in the Banking Corporation or the Banking Holding Corporation, respectively, he shall not vote in the name and on behalf of more than one other holder".

8. This Voting Paper shall be valid only if an ownership confirmation of the non-registered share holder is attached hereto on the Effective Date (namely, the person for the benefit of whom the Bank's ordinary stock is registered with the Stock Exchange member and such stock is included among the stock that is registered in the Shareholders' Registry in the name of the nominee company), and in the event of a share (stock) holder registered in the Bank's Shareholders' Registry, the Voting Paper shall only be valid if a copy of an identification card, passport or incorporation certificate is attached thereto. This Voting Paper, along with the documents attached thereto, as specified above, must be delivered to the Bank, to the address specified on section 9 herein below, by no later than 10:00 AM on October 20th 2013.

9. Bank's address for delivery of Voting Papers and notices of stand Voting Papers and notices of stand can be delivered to the Bank's secretariat located at the Bank's registered office at: Beit Leumi (11th floor), 34 Yehuda Halevy street, Tel Aviv 6513616.

10. Last date for submission of Voting Papers to the Bank: 10:00 AM on October 20th 2013.

11. Last date for submission of Notices of stand to the Bank: Ten days after the Effective Date, namely until October 3rd, 2013.

12. Last date for submission of the response of the Board of Directors to the Notices of stand: 12 days prior to the date of convention of the General Meeting, namely until October 10th 2013.

13. The Securities Authority's distribution website and the website of the Tel Aviv Stock Exchange Ltd (the "Stock Exchange"), wherein the draft of the voting papers and the notices of stand can be found:

The Securities Authority's distribution website: http://www.magna.isa.gov.il/ The Stock Exchange notices website: http://maya.tase.co.il/

14. A stock holder is entitled to obtain the ownership confirmation in the Stock Exchange member branch or via post delivery, if he shall so request. An application to this effect shall be given in advance to a specific securities account.

15. A non-registered stock holder shall be entitled to receive from the Stock Exchange member through which it holds its stock, at the authority's distribution website, via electronic mail, a free link to the draft of the voting paper and notices of stand, unless the stock holder has notified the said Stock Exchange member that he is not interested in receiving the said link, or that he is interested in receiving voting papers by post for consideration; a notice regarding voting papers shall also apply with respect to receipt of notices of stand.

16. One or more stock holders, holding as of the Effective Date (September 23rd 2013) a rate constituting five percent or more of the total voting rights in the Bank, as well as any person holding the said rate of the total voting rights that are not held by the Bank's controlling owner, as defined in article 268 of the Companies Law ("controlling shareholder"), is entitled to review, by himself or via a proxy on his behalf, the Voting Papers specified in Regulation 10 of the Regulations, after the convention of the General Meeting, at the Bank's registered office during acceptable working hours.

The quantity of stock constituting 5% of the total voting rights in the Bank is: NIS 73,677,550 par value of the Bank's ordinary stock.

Updated as of September 12th 2013.

* Namely a stock holder 16

VOTING PAPER - PART TWO

COMPANIES REGULATIONS (VOTING IN WRITING AND NOTICES OF STAND), 5766-2005 (the "REGULATIONS")

Company name: Bank Leumi Le Israel Ltd.

Company address (for delivery and dispatch of Voting Papers): Beit Leumi, 34 Yehuda Halevy, Tel Aviv, 6513616, 11th floor, to the Bank's secretariat.

Company no.: 52-001807-8

Meeting date: 10:00 AM on October 23rd 2013.

Meeting type: annual.

Effective date: September 23rd 2013

(Up to here shall be filled in by the Company).

Shareholder's Data

Name of shareholder (ordinary stock) - ______

Identification No. - ______

If the shareholder does not have an Israeli identification card –

Passport No. - ______

Issuing country - ______

Valid until - ______

If the shareholder is a corporation –

Corporate No. - ______

Country of incorporation - ______

MANNER OF VOTING

Subject on the agenda Manner of voting1 Regarding the following subjects, do you have a personal interest in the approval of the subject2: 1.4 election of an ED; 1.6 approval of ED appointment For Against Abstaining Yes* No 1.3 – (a) (election of directors – Mr. David Brodet) 1.3 – (b) (election of directors – Mr. Moshe Dovrat) 1.3 – (c) (election of directors – Mr. Yoav Nardi) 1.3 – (d) (election of directors – Adv. Avia Alef) 1.3 – (e) (election of directors – Mrs. Eti Langermann) 1.3 – (f) (election of directors – Mrs. Nurit Segal) 1.3 – (g) (election of directors – Adv. Mohammad Sayad Ahmed) 1.3 – (h) (election of directors – Mr. Pinhas Barel Buchris) 1.3 – (i) (election of directors – Mr. Shai Hermesh) 1.4 – (a) (election of ED – Prof. Gabriela Shalev) 1.4 – (b) (election of ED – Mr. Avi Bazura) 1.5 – (resolution regarding approval of fulfillment of duty and disclosure) 1.6 (reapproval of appointment of an ED)

Below are details regarding my being a "party with a personal interest" regarding the approval of resolutions 1.4 and 1.6 ______

Please specify whether the shareholder is an interested party in the Bank3, a senior officer in the Bank4, an institutional investor5 or a joint trust investment fund manager6 ______

For stock holders holding stock through a member of the Stock Exchange (according to article 177 (1) of the Companies Law) – this Voting Paper is valid only with the attachment of an ownership confirmation.

For stock holders registered in the Bank's Shareholders' Registry – this Voting Paper is valid with the attachment of a copy of the identification certificate / passport / incorporation certificate.

This Voting Paper must be submitted to the Bank, or sent by registered post, in a manner that the Voting Paper and the above specified documents are received at the Bank's registered office by no later than 10:00 AM on October 20th 2013. A Voting Paper that shall be received later shall not be deemed as presence in the Meeting for the purpose of a legal quorum for the vote and shall not be calculated in the voting.

______Date Signature * Specify

1 Lack of marking shall be deemed as abstinence from voting on the said subject. 2 A shareholder who does not fill in this column or marks "yes" and does not specify – his vote shall not be calculated in the quorum. 3 As the term "interested party" is defined in article 1 of the Securities Law, 5728-1968. 4 As the term "senior officer" is defined in article 37(d) of the Securities Law. 5728-1968. 5 As the term "institutional investor" is defined in Regulation 1 of the Supervision on Financial Services (Provident Funds) (Participation of a management company in a General Meeting) Regulations, 5769-2009. 6 Joint trust investment fund manager, as defined in the Joint Trust Investments Law, 5754-1993. Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned David Brodet, ID Number 000088178, of 4b, Michelson Jerusalem, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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):

I possess an economic education and have economic experience in the civil service in senior economic positions in the Finance Ministry, the Ministry of Industry, Trade & Labor, the Aerospace Industry, on the investment committees of Amitim, The Israel National Labor Federation, funds (insurance). Also held the position of chairman in business firms such as Blue Square, Yes, Milgam and membership on the Board of Directors of Aloni Hetz, TEVA, Amnat, I.D.I. Insurance Company.

3.1 In each of these places I was involved in issues concerning funds, accounting, risk management, financial statements, financing.

4. 4.1 In light of my education, experience, past and current employment, and my skills, I have professional qualification, as defined below, 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:

In the banking field: I served as Chairman of Bank Mizarhi and Bank Tefahot in 1997-1998 and as Chairman of Bank Leumi over the last three years.

4.2 In light of my education, experience, past and current employment, and my skills, I have accounting and financial expertise, as defined below, 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 expertise:

The experience I gained when I served as the chairman of business firms and as a director of companies from various industries. I have gained much experience in financial statements and in a variety of accounting issues.

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 business-accounting matters 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, 2

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 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8. I meet all the conditions for holding the position of a director in a banking corporation without a controlling core, in accordance with the provisions of the Banking Ordinance, including the following:

8.1 Neither I nor my relatives hold shares in the Bank, or traded shares in a corporation which is controlled by the Bank, or traded shares in a “substantial holder” in a percentage exceeding one fourth of a percent of the issued and paid- up capital of any of them.

8.2

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.2.2 From the date of the appointment and onward, I do not have a connection to a relative of a officer of the Bank, to a relative of a “substantial holder” or to a partner of a “substantial holder”; it is hereby clarified that service as a director of the Bank of a candidate for an additional term will not be considered to be a connection.

8.3 I do not have a business or professional association with the Bank or with a corporation controlled by the Bank or with an officer of the Bank, or with a “substantial holder” who nominated me as a candidate for service as a director of the Bank, even if such association is not in the ordinary course, and neither does any party who has a “close association” with me;

8.4 A director whose candidacy was nominated by the Committee for the Appointment of Directors pursuant to Section 11D(A)(1) of the Banking Ordinance (“the Committee”) hereby further declares that:

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

8.4.2 I am not a Minister, Deputy Minister or Member of the Knesset, nor do I have a personal, business or political connection to a Minister, Deputy Minister, nor am I a public servant or an employee of a statutory corporation;

8.4.3 I have not been convicted of any offense which, because of its substance, severity or circumstances, renders me not fit to serve in the position and I am not the subject of any pending indictment relating to such an offense is pending;

For the purpose of section 8 above:

“Close Association” – the relationship between a person and his relative, partner, employer, or a relationship with a person who is either directly or indirectly subject to him, or with a corporation of which he is a controlling shareholder;

“Connection” – an employment relationship, business or professional association in the ordinary course other than an association that is minor, and service as an officer, although a retail business association between a corporation and a customer will not be considered to be a connection;

defined in Clause 11D(A)(3)(b), a party controlling a member of such an association of holders, and a party that is controlled by any of them. For a list of substantial holders in the Bank, see the Bank’s website, at www.leumi.co.il.

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

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

Date: 20.8.13 Signature of Declarant: David Brodet

Confirmation: I, the undersigned, Adv. Yifat Evron hereby confirm that David Brodet whom I know personally/who identified himself/herself to me with his/her ID No. 88178, 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: 20/8/2013 Name and Signature of Advocate: David Sackstein

July 2013 David Brodet [email protected] Current Business Occupations: Chairman of the Board of Directors of Bank Leumi Chairman of the Board of Directors of Bank Leumi USA

Current Public Positions: President of the Association of Banks in Israel (since 2011), Chairman of the Jerusalem Fund Executive Committee (since 1998), Chairman of the Hadassah Academic College Executive Committee (since 1989), Chairman of the Board of Trustees for the Fund for Treatment of Wards of the State (since 2008), Chairman of the Foerder Institute for Economic Research near Tel Aviv University (since 2011), a member of the Cameri Theater's Executive Committee (since 1998), a member of the Executive Committee of the Jerusalem Institute for Israel Studies (since 2007).

Education: A bachelor's degree in Economics and Political Science from the Hebrew University in Jerusalem (BA – 1969), a master's degree in Economics from the Hebrew University (MA – 1973), supplementary training in macroeconomic policy – IMF (1979).

Previous Activities: Around 30 years in the civil service as, among other positions, the Budgets Supervisor at the Finance Ministry (1991-1994) and Director General of the Finance Ministry, an economist and manager in the Economic Planning Authority (1968-1982), Senior Deputy Director General in the Industry, Trade and Labor Ministry (1987-1983).

A partner in the Stabilization of the National Economy Plan in the field of price controls (1984-1987).

Head of the Israeli delegation to the economic talks with the Palestinians in Paris (1993-1994).

Chairman of Governmental and Public Committees on a variety of issues regarding the national economy:

The defense budget (2006-7), holdings of non-banking corporations' owned by the banks (1995), dual listing on the stock market (1998), the Postal Sector (1998-9), the capital market (1996), Public Options (1994-5), criteria for the construction of public buildings (1994), medical malpractice (1999), the status of the national insurance (2005), the flour mills industry (1989).

Member of the Committee for Tax Reform (the 2000 Ben Bassat Committee), Member of the Committee for Perception of Security (the 2004-6 Meridor Committee).

Editor of "Israel 2008 – Socioeconomic Vision and Strategy in a Global World" (2008).

Positions in the Business Sector: Chairman of Bank Mizrahi and Bank Tefahot (1997-1998), Chairman of the Yes Satellite Television Company (1999-2004), Chairman of the Blue Square Retail Chain (2000- 2003), Chairman of the Imagist Board of Directors (1998-2000), Chairman of the Apex Venture Capital Advisory Committee (1999-2002), Member of the Blue Square Cooperative Society Nominated Committee (2000-2009), Chairman of the Pension Fund Investment Committee of Amitim-Makefet & Provident Fund (2003-2010), Chairman of the Pension Fund Investment Committee of The Israel National Labor Federation (2008-2010), Chairman of the Hadassah Hospital (1999-2008), Chairman of

Atlantium – a Water Purification via Laser Startup Company (1997-2001), Chairman of Karnit, the Government Insurance Corporation (1994-1998), Chief Financial Officer of the Israeli Aerospace Industry (1987-1991). Between 2002-2010: Owner of the "David Brodet Ltd." managerial and economic consulting firm.

Director in Business Firms: Israel Corp., Aloni Hetz, TEVA, I.D.I. Insurance Company, Amnat, IKEA, Hamashbir Lazarchan, Alta, the Israeli Aerospace Industry, Milgam, the Caesaria Development Company, the Caesarea Fund, Global Medical.

Public Positions: Chairman of the Ben Gurion University Executive Committee (1998-2010), Chairman of the Falk Institute for Economic Research Board of Trustees (1998-2010), Chairman of the Exemptions and Mergers Advisory Committee at the Antitrust Commissioner (2006-2010), Chairman of the Public Committee for Statistics (2007-2012), Member of the Mishkenot Sha'ananim Board of Directors (2001- 2010), the Caesarea Fund (1994-2004), Academic Director of the Caesarea Forum (Conference) (2005- 2010).

Lecturer in higher education institutions: The Hebrew University in Jerusalem (School of Business Management 1998-2009), Ben Gurion University (Public Policy 1998-2007), Ruppin College (Economics 1972-2006), the Interdisciplinary Center Herzliya (Business Management and Governance 2006-2010) as well as the National Security Collage (Haifa University 2005- ).

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Moshe Dovrat, ID Number 00720964/6, of 5, Uri Zvi Greenberg, Tel Aviv, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director (ED) in accordance with the provisions of Companies Law, 5759-1999 (hereinafter: “the Companies Law”) (an ED who also meets the conditions for the qualification of an External Director in accordance with Directive 301 of the Proper Banking Management Directives) 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 Bachelor's degree in Economics and Political Sciences, the Hebrew University. 3.2 Master's Degree in Business Management, the Hebrew University. 3.3 Professional and business experience in the governmental and business sector. 3.4 Twice a director general of a government ministry in the field of macroeconomics and investments. 3.5 A director in many companies in a variety of sectors: Pensions, the capital market, industry, tourism, hi-tech, and more. 3.6 Many courses in a variety of fields: The capital market, officers' liability, accounting and more.

For the last six years I have been a director in Leumi. In the past I was a director in Discount Capital Markets and in Leumi Provident.

A partial education in accounting (equivalent to the interim exams of the Council of Certified Public Accountants), courses in the field of accounting, previously a chief financial officer in an industrial firm, supplementary training for directors and officers, served on numerous Boards of Directors.

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:

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:

5.2 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.2

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Substantial Holder” – a party holding more than two and one half percent of a particular type of means of control in a banking corporation, a party controlling such a holder, a party controlled by any of these, a member of an association of holders as defined in Clause 11D(A)(3)(b), a party controlling a member of such an association of holders, and a party that is controlled by any of them. For a list of substantial holders in the Bank, see the Bank’s website, at www.leumi.co.il.

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I do not have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: ______10. 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.

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

Date: 15.8.13 Signature of Declarant: Moshe Dovrat

Confirmation: I, the undersigned, Adv. Ofer Samuch hereby confirm that Moshe Dovrat whom I know personally/who identified himself/herself to me with his/her ID No. 007209646, 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: 15/8/13 Name and Signature of Advocate: Ofer Samuch, Adv. L/R 38396

Moshe Dovrat August 2013 Curriculum Vitae

Date of Birth: 1945, Tel Aviv Marital Status: Married + 2 Address: 5A U. Z. Greenberg, Azorei Chen, Tel Aviv 69379 Telephone: 03-6998158, 050-5426651 Fax: 03-6998479 e-Mail: [email protected]

Education

Elementary and High School Education: "HaReali" School, Haifa. Higher Education: Accounting – Hiafa University (two years) – Equivalent to the interim exams of the Council of Certified Public Accountants. Bachelor's degree in Economics and Political Sciences, the Hebrew University. Master's Degree in Business Management, the Hebrew University.

Employment

2007- Member of the Bank Leumi Israel Ltd. Board of Directors.

2005- Was a member of a group which initiated the establishment of a company for financing the elderly (reverse mortgage) – Bayit Meniv:

Director of the Bayit Meniv Israel Ltd. Company

CEO and Director in its subsidiary – Bayit Meniv Financing Ltd.

2002- Dovrat (M.H.) Investments and Business Entrepreneurship – Owner and Director.

2010- TheraCoat Ltd. – A biomed startup company – Director and shareholder.

1997- Pastoral Hotel and Tourism in Kfar Blum – Chairman of the Board of Directors.

2011- Kfar Blum Holdings – Agricultural Cooperative Society Ltd. – Member of the Executive Committee.

1997- Investments and Business Entrepreneurship:

Raising capital for hi-tech companies.

Chairman and member of the executive committees and investments committees of public and private companies and of Kibbutzim in the following sectors: Industry, Tourism, Hoteliery, Real Estate, Pension Fund, Provident Fund, Investment Banking, Hi-

Tech and Financial Investments.

Management of business arbitration

1992-1996 Manager of the Investment Center at the Ministry of Industry, Trade and Labor, ranked as a Ministry Director General. Responsible for encouraging investments in industry and tourism as part of the law for the encouragement of capital investments.

1994-1997 Member of the Board of Directors for the Israel Airports Authority (state representative)

1991-1992 Owner of an economic consulting and business entrepreneurship firm

Chairman and member of executive committees of factories in the kibbutzim.

1989-1991 Clalit Health Services – Head of the Economic Department:

- Responsible for the economic-business activities of the Health Fund; Resort centers and hotels; Examination institutes; Dental clinics.

- Property improvement and assets transactions; Supplementary insurance policies; Subsidiaries in various fields.

- Chairman of the "Mor – Institute for Medical Information Ltd." Board of Directors

1986-1989 Ministry of the Economy and Planning – Ministry Director General:

- Managing a Government Ministry

- Primary professional fields: Macroeconomic policy; national planning; regional planning; promoting investments in Israel.

- Participation in government meetings, Ministerial Committees and Knesset Committee during discussions regarding the Ministry.

- Representing the ministry at the Investment Center Administration.

- Representing the ministry at the various inter-ministerial committees on a variety of issues and fields which the government handles.

- Representing the ministry at the Committee Monitoring the 1985 Economic Plan (headed by the Finance Ministry Director General) and in the Joint Monitoring Committee with the American Administration.

1985-1986 Ministry of the Economy and Planning – Advisor to the minister regarding economics, the national economy and investments.

1980-1985 Bank HaPoalim – Foreign Exchange Investments and Deposits Section Manager at the Bank's Senior Management.

- Foreign exchange transactions; Banking marketing at the branches; Handling foreign

investors.

1975-1979 Menachem Orman & Co. – Company Deputy CEO. The company owns factories in the metals sector and defense manufacturing.

- Representing the factory vis-à-vis the Ministry of Defense regarding monetary and business matters.

- Financial management.

- Establishment of factories in Kiryat Shmona and abroad.

1973-1975 Ministry of Finance, Budget Department, Police Ministry and Foreign Ministry Referent

1968-1970 Bank of Israel, Research Assistant, Credit Department

1967-1968 Jerusalem Municipality, Budget Department, Assistant (Student Job)

Supplementary training

- Marks & Spencer, London, supplementary training in marketing (1972). - Various supplementary training in accounting, analysis of balance sheets, financial management, taxes, law, liabilities of officers, management of business arbitration.

Public Activity

- Member of the Raanana Symphony Orchestra Executive Committee.

- Member of the "Bat Sheva" Dance Studio Public Council.

- Member of the Council for a Beautiful Israel Finance Committee.

- Member of Management for Ramat Gan Collage.

- Member of the Association – Macro Center for Political Economics.

- Member of the Peace and Security Council.

- Member of the Ecological Tourism Association.

- Member of the Ramat Gan Collage General Meeting.

- Member of the General Meeting of the Academic Collage of Israel, Ramat Gan.

- Until July 2012 – Member of the Executive Committee of the Center for Jewish-Arab Economic Development.

1990-2000 - Member of management for the "Israeli Forum" – "Direct Jewish Link" (an organization of volunteers associated with the Jewish Agency).

- Member of the "Business Forum" Steering Committee – Business conferences organized by the "Israeli Forum".

1988-1992 - Member of the Strategic Thinking Forum regarding the future of the economy and industry in Israel, which jointly represents the government, the industrialists and the Histadrut.

1983-1986 Member of the Ramat Gan Municipal Council, member of the city management and Chairman of the Municipal Finance Committee.

Languages Hebrew – Mother tongue

English – Good

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Yoav Nardi, ID Number 634618, of 8, Malachi, Ramat Gan, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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 7/2010 A director in Bank Leumi 3.2 1995-2010 Deputy CEO and a member of the Bank of Jerusalem's management for the entire period. As part of my duties in the Bank I accompanied the Bank's transformation from a mortgages bank to a trading bank. In recent years I have served as the Head of the Capital Market and Investments Department and as the Bank's Financial Risks Manager. The following departments were subordinate to me: Managerial, Securities, Foreign Currency, Savings and Deposits, Economic and Risk Management. 3.3 I was a member of the Credit Committee, Chairman of "Jerusalem Financing", the Bank's Offerings Company, and a member of a number of Boards of Directors. 3.4 1988-1994 Chief Economist, the First International Bank – as part of my duties, I organized a wide variety of economic issues, pricing of financial products and organizing the managerial reports. 3.5 1987-1988 Comptroller of the Currency, Washington DC, USA. 3.6 1974-1988 A wide variety of positions in the supervision on banks in the Bank of Israel, which include an economist in the Mortgages Unit and Head of the Control of Foreign Offices Team. 3.7 Education: 1975-1978 – MBA Degree specializing in Financing, Hebrew University, Jerusalem; 1970-1973 – Bachelor's Degree in Economics, Hebrew University, Jerusalem

In addition to the aforementioned, I serve, on a voluntary basis, as Chairman of the Investment Committee of the National Library in Jerusalem and Chairman of the Investment Committee of the Yad Sarah Association.

A bachelor's degree in Economics and Business Management (Financing), in the Hebrew University in Jerusalem. Extensive and broad banking experience in the field of credit, the capital market and management of assets and liabilities. I served in a variety of positions including in the Supervision of Banks department in the Bank of Israel. I served as chief economist for the International Bank. I served as a member of management and as deputy CEO in the Bank of Jerusalem and was regularly involved in preparing the financial statements of the Bank including the Board of Directors Report. As part of my tenure on the Leumi Board of Directors, I served in 2010-2013 as a member of the Audit Committee and previously as a member of the Financial Statements Approval Committee as well.

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:

(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 business-accounting matters 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:

5.2 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 upon 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(a) of the Securities Law, 1968. 3

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8.2

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I do not have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: I have a non-banking credit card in Leumi Card 10. 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.

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

Date: 19/8/13 Signature of Declarant: Yoav Nardi

Confirmation: I, the undersigned, Adv. Yifat Evron hereby confirm that Yoav Nardi whom I know personally/who identified himself/herself to me with his/her ID No. 634618, 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: 19.8.2013 Name and Signature of Advocate: Yifat Evron, Adv. L/R 35328

July 2013 Curriculum Vitae

Name: Yoav Nardi Year of Birth: 1944 Address: 8 Malachi, Ramat Gan 52246 Telephone: 03-6749529, 050-5543999 e-Mail: [email protected] Marital Status: Married + 4

Employment and Professional Experience

2010 A director in Bank Leumi onward Chairman of the Investment Committee of the National Library in Jerusalem (on a voluntary basis)

Chairman of the Investment Committee of the Yad Sarah Association (on a voluntary basis)

1995-2010 Deputy CEO and a member of the Bank of Jerusalem's management for the entire period. As part of my duties in the Bank I accompanied the Bank's transformation from a mortgages bank to a trading bank.

In recent years I have served as the Head of the Capital Market and Investments Department and as the Bank's Financial Risks Manager. The following departments were subordinate to me: the Securities Department, the Foreign Currency Department, the Savings and Deposits Department, and the Economic and Risk Management Department.

I was a member of the Internal Credit Committee, Chairman of "Jerusalem Financing", the Bank's Offerings Company, and a member of a number of Boards of Directors of the Bank's subsidiaries.

1988-1994 Chief Economist, the First International Bank.

As part of my duties, I organized a wide variety of economic issues, the pricing of financial products and the organization of managerial reports.

1987-1988 Economist, Comptroller of the Currency, Washington DC, USA, the entity which supervises banks with federal licenses.

1974-1988 A wide variety of positions in the supervision of banks in the Bank of Israel, which include – an economist in the Mortgages Unit and the Head of the team responsible for monitoring the foreign offices of Israeli banks.

Education

1973-1975 MBA Degree specializing in Financing, Hebrew University, Jerusalem

1970-1973 Bachelor's Degree in Economics, Hebrew University, Jerusalem

Military Service

1962-1965 Served as a combat soldier in the Paratrooper Brigade

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Avia Alef, ID Number 05611923-3, of 30, HaYaar St., Kfar HaOranim, 73134, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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 Holds academic degrees – BA and MA in Law (from the Hebrew University) and an MA in Public Administration (from Harvard University, The Kennedy School of Government). 3.2 Completed a Director's Course and a course in analysis of financial statements in Lahav, Tel Aviv University's Management Faculty. 3.3 Possesses the relevant education and qualifications – academic and otherwise – in most of the fields – legal, financial, regulatory compliance, technological (IT); During my 25 years of employment at the State Prosecutor's Office, I filled a number of professional and managerial positions, including the management of the State Prosecutor's Economic Department; Specializing in Economic-Criminal and Fiscal Law, Prohibition of Money Laundering, Banking Law, Corporate Law. 3.4 At least 10 years of cumulative experience in a senior civil service position; Possessing the education, experience, and skills which provide proficiency in and understanding of business-accounting issues, the financial statements of the Company and management of the banking corporation. 3.5 An adjunct lecturer at the Tel Aviv University and Hebrew University Faculties of Law, for several years now, in the field of White Collar crimes. Has lectured many times at the Institute of Advanced Studies for Attorneys, the Israel Bar Association, the Institute of CPA and in various forums on a variety of issues, including: money laundering, financial crimes, the liability of the corporation and the corporate officers, accountant ethics.

3.6 A member of the committees which examined the various legislative amendments in the aforementioned fields. 3.7 ______

Managing the department in the Prosecutor's Office designated to handle criminal-economic and other cases in various fields: cases relating to central, economic and financial corporations in the Israeli economy; "Governmental Corruption" cases; sophisticated frauds on a large scale, huge scams, violations of the Bankruptcy Ordinance; cases of money laundering and organized crime; insurance offenses, violations of intellectual property and more. As manager of the Economic Department, I was involved in formulating policy and its actual implementation, in the fields of combating governmental corruption, sophisticated economic crimes, money laundering, combating criminal organizations and organized crime, computer crimes, criminal law enforcement in the field of intellectual property and in various other fields. A partner to various legislative processes and responsible for the department's work vis-à-vis a variety of governmental authorities – The Israeli Police, the Israel Securities Authority, the Israel Antitrust Authority, the Bank of Israel, the tax authorities, the Official Receiver and the Administrator General. Deals in organizing advanced studies for various entities in a variety of subjects: Criminal, Economic, Financial; Lecture at various forums on various issues: Money laundering, financial crimes, the liability of the corporation and the corporate officers, accountant ethics; A member of the committees which deal with these issues.

See 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8.2

8.2.1 I do not have , from the date of the appointment and onward or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank, to an officer of the Bank or to a “substantial holder”, and neither does any party who has a “close association” to me; unless the fact that I served as a State employee until April 2013 is considered as connection to substantial holder (=the State of Israel).

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 4

the Bank, even if such association is not in the ordinary course, and neither does any party who has a “close association” with me;

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I do not have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I

control – details regarding the above-mentioned loans and the balance thereof are attached hereto: ______10. 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.

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

Date: 28/8/13 Signature of Declarant: Avia Alef

Confirmation: I, the undersigned, Adv. Ofir Adiv hereby confirm that Alef Avia whom I know personally/who identified himself/herself to me with his/her ID No. 056119233, 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: 28.8.2013 Name and Signature of Advocate: Ofir Adiv, Adv. L/R 63380

26 HaHistadrut St. Petach Tikva Tel. 03-9424800

Adv. Avia Alef – Curriculum Vitae

She has managed the Economic Department in the State Prosecutor's Office from 2004 to 2013. During her 25 years of employment at the Prosecutor's Office, she filled a number of positions in the Jerusalem District Prosecutor's Office and in the various departments of the State Prosecutor's Office – The Criminal, the Fiscal and the Economic Department. She possesses extensive knowledge in a variety of fields of law: criminal, economic, civil and taxes.

She handled criminal-economic and others cases in various fields: cases relating to central, economic and financial corporations in the Israeli economy; "Governmental Corruption" cases; sophisticated frauds on a large scale, huge scams, violations of the Bankruptcy Ordinance; cases of money laundering and organized crime; insurance offenses, violations of intellectual property and more.

As manager of the Economic Department, she was involved in formulating policy and its actual implementation, in the fields of combating governmental corruption, sophisticated financial crimes, money laundering, combating criminal organizations and organized crime, computer crimes, criminal law enforcement in the field of intellectual property and in a variety of other fields.

She took part in various legislative processes and responsible for the department's work vis-à-vis a variety of governmental authorities – The Israeli Police, the Israel Securities Authority, the Israel Antitrust Authority, the Bank of Israel, the tax authorities, the Official Receiver and the Administrator General.

She is an adjunct lecturer at the Tel Aviv University Law Faculty and the Hebrew University Law Faculty, for several years now, in the field of White Collar crimes. She has lectured many times at the Institute of Advanced Studies for Attorneys, the Israel Bar Association, the Institute of Certified Public Accountants and in others forums on a variety of issues: criminal, economic, financial; She lectures before various forums on issues of money laundering, financial crimes, the liability of the corporation and the corporate officers, accountant ethics; A member of the committees which deal with legislation on these issues.

A law graduate from Hebrew University, Master's Degree in Law (magna cum laude) from the Hebrew University, and a Master's Degree in Public Administration from Harvard University, The Kennedy School of Government (after winning a scholarship for the encouragement of excellence in the civil service from the "Waxner-Israel" Fund). A graduate of management courses, a directors' course and a course in the analysis of financial statements and the valuation of companies, in Lahav, the Tel Aviv University Faculty of Management.

One of the founders of the Mitzpeh Shalem Kibbutz, north of the Dead Sea, where she served as Treasurer, a member of the Reception Committee and an instructor for the IDF Nahal groups intended for the Kibbutz.

Avia Alef, Adv. 30 HaYaar St. Kfar Oranim, 73134 Tel.: 08-9762375 Cell: 050-6216953

Curriculum Vitae

Professional Experience

2011-Now Adjunct lecturer at Hebrew University, Faculty of Law, teaching a course in "White Collar Crimes".

2010-Now Adjunct lecturer at Tel Aviv University, Faculty of Law, teaching a course in "White Collar Crimes".

2005- Management of the Economic Department in the State Prosecutor's Office 30.04.2013 Managing the department designated to handle criminal-economic and other cases in various fields: cases relating to central, economic and financial corporations in the Israeli economy; "Governmental Corruption" cases; sophisticated frauds on a large scale, huge scams, violations of the Bankruptcy Ordinance; cases of money laundering and organized crime; insurance offenses, violations of intellectual property and more. The Department is comprised of some 40 employees.

Handled, among other things, the Tax Authority Affair, the Liebermann Affair, the "Heftziba" Affair, the Gross Parking Lots, La Nationale, the "Bezeq" Case, Dankner, Zvi Bar, the German Pension Organization, the Blas Affair, money laundering cases, pirate broadcasts, online gambling and more.

A partner in the legislative processes which are tangential to the department's fields of activity and in the proactive efforts for the detection of new trends and changing patterns of activity in financial crimes. Responsible for maintaining constant and continuous contact between the department's attorneys and the relevant investigative units; responsible for the department's work vis-à-vis various investigative entities: Fraud Squad, International Crime Investigations Unit, Financial Crimes Unit, the Central Police Units in various districts vis-à-vis a variety of governmental authorities – The Israel Securities Authority, the Israel Antitrust Authority, the Bank of Israel, the tax authorities, the Official Receiver and the Administrator General; accompanying cases in various judicial instances throughout the country.

Deals in organizing advanced studies for various entities in a variety of subjects: Criminal, Economic, Financial; Lecture at various forums regarding prosecutorial policy in various fields: Money laundering, financial crimes, the liability of the corporation and the corporate officers, accountant ethics; A member of the committees which deal with these issues.

1992-2004 State Prosecutor's Office

Senior Deputy A; responsible for financial crimes in the State Prosecutor's Office

Management of various cases before the Supreme and District Court as part of the Fiscal Department (about four years); the Criminal Department (one year); the Economic Department (six years).

Accompanying investigations and management of complex and large scale cases in a variety of fields (criminal and fiscal), while specializing in fiscal cases (civil and criminal) and economic-criminal cases. Representing the state in banking cases (in the appeal stage), La Nationale case, the Barnes retrial, accompanying the investigation of the late President Ezer Weizman.

Preparation of internal opinions for various government ministries relating to criminal matter, "White Collar" crimes and criminal activities of public officials. Consulting and instructing on issues of taxation and financial crimes. Preparing indictments in the aforementioned fields.

Representing the State Prosecutor's Office in the disciplinary proceedings of accountants, before the Board of Certified Public Accountants and the courts.

Organizing advanced studies in a variety of subjects: Criminal, Economic, the Child and the Criminal Proceeding, Sexual Assault, Prosecutorial Policy in Various Issues and more.

 Organizing the processing of appeals against Police decisions not to prosecute for several years.

 A member of the committee chaired by the Honorable Judge Rotlevy, which examined the Rights of the Child and their implementation in legislation, and various committees dealing with minors and the criminal proceeding.

 Chairwoman of the Budgetary Estimation Committee relating to the involvement of minors in criminal proceedings.

 Chairwoman of the Ransom Committee under the Control of Products and Services Law.

 Chairwoman of the Psychiatric Committee under the 1991 Treatment of Mental Patients Law: Resolving appeals regarding involuntary hospitalization, release of patients hospitalized under a court order.

Special Achievements:

 12/01: Civil Service Commissioner's Award for "Outstanding Team" (First Place)

 12/01: The Justice Ministry's Award for Outstanding Employee.

1987-1991 Jerusalem District Prosecutor's Office

Senior Deputy to the Jerusalem District Prosecutor

Management of civil suits and criminal prosecutions in court. Representing the various government ministries in tort claims and contracts lawsuits (including those of the security forces). Appeared in court for considerably large scale proprietary lawsuits.

1985-1986 Internship under the guidance of Adv. Dr. Mishael Cheshin, who later became Deputy President of the Supreme Court (retired). Focusing on Administrative and Constitutional Law.

1984-1985 Internship at the Supreme Court under the guidance and supervision of the late Dr. Moshe Bejski, including the period in which he served as Chairman of the Commission of Inquiry regarding regulation of the banks' shares.

Education and Certification Studies

Harvard University, The Kennedy School of Government

Master's Degree in Public Administration '96

 The "Waxner-Israel" Fund scholarship 1995-1996.

The Hebrew University in Jerusalem

Master's Degree in Law (magna cum laude) '95

 Member of the "Mishpatim" Editorial Board – The Faculty of Law Newsletter.

 Dissertation on "Compensation to Victims of Government Action", received The 1994 Civil Service Commissioner's Award for research papers in the field of Public Administration.

The Hebrew University in Jerusalem

 Bachelor's Degree in Law '85.

2012 A course in analysis of financial statements and valuation of companies

Lahav, the Faculty of Management, Graduate School of Business Management, Tel Aviv University.

2011-2012 A course for corporate directors and senior officers

Lahav, the Faculty of Management, Graduate School of Business Management, Tel Aviv University.

2005 Focused Management; Innovative Management Approaches for Senior Officers in the Ministry of Justice

Lahav, the Faculty of Management, Graduate School of Business Management, Tel Aviv University.

2003-2004 Executives Development Program in the Ministry of Justice – The Branco Weiss Higher School of Policy and Governance

Miscellaneous

1979-1990 One of the founders of the Mitzpeh Shalem Kibbutz, north of the Dead Sea: A member of the Kibbutz, Treasurer, a member of the Reception Committee and an instructor for the IDF Nahal groups intended for the Kibbutz.

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Eti Langermann, ID Number 024676587, of 5, Fireberg St. Holon, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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 A rich background in banking in three Israeli banks over 20 years, 5 of which as CEO of the Mortgages Bank, 3 years as a member of management, VP Corporate Unit and Chief Credit Officer. 3.2 Continuous experience in risk management and regulatory compliance, knowledge and proficiency in funds, financing, accounting and broad exposure, in my capacity as Bank CEO and as a member of management in the Bank, to legal aspects and technological aspects. 3.3 Senior banking management at all its levels: leading the organization to marketing achievements, business outcomes, profitability and Return on Equity, all with rigorous risk management and subject to regulatory directives. Specialization in the field of banking credit, leading the Bank's merger on its business and managerial implications, while maintaining full business continuity and complete service to the customers. 3.4 Acknowledged as possessing the financial skill required for my service as director of the subsidiary of Discount Mortgage Bank. 3.5 Possesses the relevant academic background in the fields of Economics and Business Management, specializing in Financing.

4. 4.1 In light of my education, experience, past and current employment, and my skills, I have professional qualification, as defined below, 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:

Concrete experience and relevant academic degrees as required

Recognized by the Board of Directors of Discount Mortgage Bank as being proficient in accounting and financing.

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:

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:

5.2 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.2

8.2.1 I have , from the date of the appointment and onward or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank, to an officer of the Bank or to a “substantial holder”, and neither does any party who has a “close association” to me;

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

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

Date: 29/8/13 Signature of Declarant: Eti Langermann

Confirmation: I, the undersigned, Adv. Yigal Bornovski hereby confirm that Eti Langermann whom I know personally/who identified himself/herself to me with his/her ID No. 024676587, 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: 1.9.13 Name and Signature of Advocate: Yigal Bornovski, Adv. L/R 28162

Eti Langermann

Tel.: 052-6644111 Marital Status: Married + 2 Year of Birth: 1969 e-Mail: [email protected]

Professional Experience

2013 Financial Advisor in the Fields of Credit and Mortgages

A Director in the "Objective Mortgage" Company, of the Davidoff Group

2008-2012 CEO of Discount Mortgage Bank

Principal Strategic Processes:

 Focusing the Bank on the field of retail and positioning it in a competitive market

 Increasing the Bank's performance by a factor of three and doubling the market share in the field of mortgages

 Doubling the Bank's credit portfolio and doubling the return.

 Leading a computerization project, worth tens of millions of Shekels, to upgrade the Bank's core systems and establish a production line management system.

 Leading the Bank's merger into Bank Discount.

Chairwoman of the subsidiaries Discount Mortgages Insurance Agency Ltd. and Discount Mortgages Issuances Ltd.

Chairwoman of the mortgages section in the Association of Banks in 2010-2012

2005-2007 Discount Mortgage Bank, Member of Management, VP Corporate Unit, Chief Credit Officer:

 Managing the Bank's credit portfolio worth NIS 10 billion

 Business development in the field of credit, construction support and business credit for real estate.

 Reducing and restoring the Bank's problematic credit portfolio worth tens of millions of Shekels.

A member of the subsidiaries Boards of Directors: Discount Mortgages Insurance Agency Ltd. and Discount Mortgages Issuances Ltd. and chairwoman of the Auditing Committees in these companies.

2001-2004 Bank of Jerusalem, Commercial Banking Manager:

Joining the Bank upon the expansion of its license from a mortgage bank to a commercial bank in order to:

 Develop and manage the field of commercial credit in the amount of NIS 0.5 billion via three business centers

 Manage and develop the credit portfolio for households via 16 bank branches, business development for two products within this framework: financing of vehicles and credit cards.

1993-2001 Bank Leumi, Senior Management in Business Credit Positions:

2000-2001 – Manager of the Credit Section in the Real Estate Department:

 Managing a credit portfolio worth about NIS 4 billion from some of the largest real estate companies in the Israeli Economy

1996-1999 – Credit Manager in the Commercial Banking Division Management:

 Joining the new division, upon its establishment, to positions of business credit

 Conducting professional training sessions within the framework of the Training Department

1994-1995 – Credit Referent in the Management of the Banking Division:

Inducted into the "fast track" program management training , training in credit advisory in the branches

Education

1994-1997: Master's Degree (MBA) from Bar Ilan University in the Business Management School – Specializing in Financing

1990-1993: Bachelor's Degree from Bar Ilan University in the Departments of Economics and Business Management

IDF: Intelligence Corp.

References: Roni Hizkiyahu

Giora Ofer

David Baruch

David Bloomberg

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Nurit Segal, ID Number 007134794, of 27 Mapu, Tel Aviv, hereby declare in writing as follows:

I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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 A Bachelor's Degree in Economics and Statistics from the Hebrew University 3.2 A Master's Degree (M.Sc.) in Performance Research from Case Western Reserve University, Cleveland, Ohio, USA. 3.3 A rich and diverse experience in banking 3.4 A great deal of experience as a director in many companies

______

Monitoring updates and changes via, among other things, participation in seminars organized by accounting firms.

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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8.2

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I do not have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: A Visa Credit Card from Leumi Card 10. 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.

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

Date: 30/8/13 Signature of Declarant: Nurit Segal

Confirmation: I, the undersigned, Adv. Yitzhak Segal hereby confirm that Nurit Segal whom I know personally/who identified himself/herself to me with his/her ID No. ______, 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: 30/8 Name and Signature of Advocate: Yitzhak Segal, Adv. L/R 5907 4 After St. Tel Aviv 69362 Tel. 03-5236340

Nurit Segal

27 Mapu St., Tel Aviv 63434 Tel.: 052-6644111, 054-4818521 [email protected]

Curriculum Vitae

Professional Activity: Since 2/1999 A director in public companies, economic-business consultancy. Director of Aspen Groups Ltd. since 9/2005 Chairwoman of the Finance Committee at Helicon, a Society for the Promotion of Poetry in Israel, since 3/2007 Boards of Directors on which I served in recent years: Bank Leumi Israel Ltd. from 7/2003 until 7/2010 King Ltd. from 8/2008 until 8/2011 Olimpia Real Estate Holdings Ltd. from 8/2010 until 2/2012 – the company is being dissolved Aspen Real Estate Ltd. from 3/2007 until 5/2009 – The company was purchased by the parent company The Properties Enterprise & Development (N.Y.P.) Ltd. Company from 6/1999 until the end of my tenure as an External Director Tadiran Appliances Ltd. from 10/1999 and until 8/2001 – The company was privatized Kadouri (Millennium) Investments and Assets Ltd. from 1/00 until 12/02, the company was privatized Otzarit Mutual Funds Management Company Ltd. from 10/99 and until 5/2003, my resignation Kovetz Provident Fund Management Company from 5/2003 until 7/2003, my resignation 12/1989-1/1999 Bank Hapoalim, Senior Management, Affiliate Companies Unit. As part of this position, I served as director of many companies on the Bank's behalf (see attached list). In addition, the position included headquarters duties related to the Bank's non- banking holdings. I was the sole organizer of headquarters duties on the issue of non-banking holdings, until mid-1994. 11/1987-11/1989 Economic Assistant to the Management Chairman of Bank Hapoalim, the late Mr.

Amiram Sivan. 2/1981-10/1987 Bank Hapoalim, Economic Department, Deputy Department Manager. Economic consultancy for the Bank Management, for the senior management units and for the banking subsidiaries, including profitability calculations, pricing and feasibility assessments in various banking issues. 12/1977-1/1981 Manager of the Credit Department at the Bank Hapoalim branches in New York. 11/1975-11/1977 The Economic Department in Bank Hapoalim 1/1974-8/1975 Studied for a Master's Degree in Case Western Reserve University, Cleveland, Ohio 6/1969-6/1973 The Economic Department in Bank Hapoalim 10/1965-5/1969 The Industrial Development Bank, an economist in the Economic Department Education A Master's Degree (M.Sc.) in Performance Research from Case Western Reserve University, Cleveland, Ohio, USA A Bachelor's Degree in Economics and Statistics from the Hebrew University in Jerusalem

List of Companies

Companies in which I served as director up to or near the date of my leaving Bank Hapoalim. From some I resigned upon the sale of the Bank's holdings in the company's shares, and from the rest upon my leaving the Bank:

Clal (Israel) Ltd. Delek - The Israel Fuel Chairwoman of the Balance Sheet Committee Corporation Ltd. Audit Committee, Budget and Investment Committee Amot Investments Ltd. Audit Committee, Investment Committee The Advisory Council of Gmul Investment Company Ltd. Subsidiaries of Bank Hapoalim: Diur B.P. Ltd. Trust Company of Bank Hapoalim Ltd. Hapoalim Assets (Shares) Ltd. Tarshish Hapoalim Holdings & Investments Ltd.

Companies in which I served as director until May of 1997 and resigned from as required under the amendments to the 1981 Banking Law (Licensing): 7

Clal Industries Ltd. Clal Electronics Industries Ltd. Balance Sheet Committee, Audit Committee, Financial Investment Committee Azorim Investment Company in Audit Committee Development and Construction Ltd. Azorim Assets Ltd. Balance Sheet Committee – Chairwoman, Audit Committee – Chairwoman Ytong Industries Ltd. Balance Sheet Committee – Chairwoman, Audit Committee – Chairwoman Clal Insurance Enterprise Holdings Audit Committee Ltd. Clal Insurance Company Ltd. Audit Committee Clal Retail Chains Ltd. Balance Sheet Committee, Audit Committee – Chairwoman Clal Computers and Technology Ltd. Balance Sheet Committee – Chairwoman, Audit Committee – Chairwoman

Additional companies in which I served as director in the past

Investment Fund of Hevrat HaOvdim Ltd. and its subsidiaries

Lihad-Bina Systems Ltd.

Zika Electrodes Ltd.

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Mohammad Sayed Ahmed, ID Number 025821745, of 24 Pal-Yam Alley, Jerusalem, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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 Bachelor's Degree (magna cum laude) in Economics and Business Administration (BA), Bachelor's Degree in Accounting and Complementary Studies BA, Bachelor's Degree in Law LLB, Master's Degree in Economics MA specializing in Market Structures and Sector Organization, micro and macro economics, Master's Degree in Business Management (magna cum laude) MBA specializing in financing and banking, all from the Hebrew University in Jerusalem. 3.2 Formerly the deputy Supervisor of the Capital Market, Insurance and Savings (Information and Development) Department, Ministry of Finance. 3.3 Formerly the Manager of the Economic Department in the Knesset's Center for Research and Information. 3.4 Formerly a director on the Cable and Satellite Broadcasting Council. 3.5 Economics Lecturer in the Hebrew University's Department of Economics and Faculty of Medicine, teaching Intro to Economics B (Macro) and Price Theory B. 3.6 Independent attorney and a certified mediator, having completed an internship in accounting. 3.7 Finance Committee Deputy Chairman of the Jerusalem District Board of the Israel Bar Association. 3.8 Provides economic consultancy and professional opinions to the courts in economics and accounting.

3.9 Formerly a member of the National Committee for the Information Society Technology.

They apply; has a very broad education in the fields of Economics, Finances, Banking, Accounting and Law and a wide in-depth experience in these fields, as specified in 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:

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 business-accounting matters 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:

5.2 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.2

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: A private loan jointly with my wife in the amount of NIS 100,000 the balance of which is NIS 100,000, repayment to begin in September 2013. A mortgage jointly with my wife for the purchase of a house in the amount of NIS 1,406,000, as of the date of the declaration a total of NIS 906,000 was carried out, repayment to begin in September 2013 (not including a Jerusalem Grant in the amount of NIS 94,000). 10. 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.

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

Date: 29.8.13 Signature of Declarant: Mohammad Sayed Ahmed

Confirmation: I, the undersigned, Adv. Taufik Daraushe hereby confirm that Mohammad Sayed Ahmed whom I know personally/who identified himself/herself to me with his/her ID No. ______, 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: 29.8.13 Name and Signature of Advocate: Taufik Daraushe, Adv. L/R 44428

Mohammad Sayed Ahmed, Economist, Mediator and Attorney – Curriculum Vitae 8/2013

Personal Information

Born in Israel 1974. 24 Pal-Yam, Jerusalem. Office: 8 HaRav Cook, Jerusalem Tel: 02-6247629 Fax: 02- 6259069 Cell: 052-2673610 [email protected] ● www.msa-law.co.il https://www.facebook.com/mohammad.sayedahmad.5

Education

10/1997-10/1999 The Hebrew University in Jerusalem

Master's Degree in Economics MA, specializing in Micro Economics and in Market Structures and Sector Organization.

10/1997-8/1999 The Hebrew University in Jerusalem

Master's Degree in Business Management MBA specializing in financing and Banking.

Note: The two aforementioned degrees were obtained in parallel by way of two full and completely separate learning programs.

10/1994-8/1997 The Hebrew University in Jerusalem

Bachelor's Degree (magna cum laude) in Economics and Business Administration (BA), was included in the Dean's List and received an award for excellence.

10/2002-9/2005 The Hebrew University in Jerusalem

Bachelor's Degree in Accounting and Complementary Studies BA. Holds a certificate of completion of internship in accounting.

10/2002-9/2006 The Hebrew University in Jerusalem

Bachelor's Degree in Law LLB. Licensed to practice law.

Working Experience

12/2007 – Currently works as an attorney in an independent office, provides professional opinions to the courts in economics and appears in the Lists of Specialists, Arbiters and Mediators of many courts of law. In addition, appears in the List of Arbiters of the Center of Arbitration and Dispute Resolution, which includes former judges, attorneys and leading accountants, and in the list of the Israeli Institute of Commercial Arbitration founded by the Federation of Israeli Chambers of Commerce. Certified as a mediator by the Institute of Continuing Legal Studies.

2012- Finance Committee Deputy Chairman of the Jerusalem District Board (the Israel Bar Association)

As part of his duties he regulary participates in the committee's deliberations and monitors implementation of the budget, and participates in establishing the budgetary framework, including changes to the budget and its various clauses and more.

9/2006-8/2007 Internship in Law, Elias Khoury, Law Office and Notary.

Internship in civil law: Real estate law, corporate law, tax law, labor laws, torts, administrative law, etc.

1/2008-1/2010 Internship in Accounting, Yossef Hamouda, Accounting Firm.

Completion of an internship in accounting; as part of the internship handled the regular reports to the tax authorities, ongoing handling of customers and preparation of financial statements and the monitoring of such.

2004-5/2006 Deputy Supervisor of the Capital Market, Insurance and Savings (Information and Development) Department, Ministry of Finance.

As part of his duties as Deputy Insurance Supervisor, was responsible for the area of information, research and development in the Department, including economic consultation and conducting international studies and comparisons required by the department and the Ministry. Responsible for the establishment of the core of an economic department and the development of an integrative perspective of the entire range of activities related to the areas for which the department is responsible. Proactively monitors the developments in the realms of insurance, pensions and the capital market in Israel and abroad and remains up-to-date on various methods that might be helpful in developing the tools to assess and analyze the supervised entities and in formulating the tools and rules of regularization, in order to promote the capital market in Israel.

10/2002-2/2004 Manager of the Economic Department, the Center for Research and Information, Israeli Knesset.

The position included the professional management, guidance and monitoring of a team of six economists (Research and Information Employees) in the Economic Department in their performance of assignments and studies in the fields of Economics and Financing, including the receipt and examination of requests for the performance of assignments and studies, assistance in locating and collecting the required material and data, assistance in establishing a research layout and/or the format of the assignments, coordinating with external research and information entities, overseeing the implementation of work procedures from a professional standpoint and a scheduling standpoint and coordinating the activity with the service receivers – the Chairman of the Knesset, Knesset members, the Knesset Committees and the Knesset apparatus. In addition, the Department provided economic information at the macroeconomic and microeconomic levels, budgetary estimates, pricing and economic analysis in a wide variety of areas, including an economic estimate regarding the cost of proposed legislation.

6/2000-9/2002 Israeli Knesset, the Center for Research and Information, Head of Economic and Financing.

Worked at consulting upon, examination and pricing of laws and legislative proposals from economic and financial perspectives, in particular on the State Budget and the economic programs of the government presented for the Knesset's approval, and the provision of economic information to functions in the Knesset. In addition, dealt with the direct professional guidance of research and information activities including the focusing and formulation of the research questions / the requests for assignments in the area of responsibility, participation in the locating, collection and organizing of the material required to perform the assignments, initiating adjustments and alterations in the assignments, monitoring the products (reading, taking notes, correction proposals, additions and so forth).

6/2002-8/2004 Member of the Cable and Satellite Broadcasting Council, appointed by the Government of Israel.

The Cable and Satellite Broadcasting Council is a public council established under the 1982 Bezeq Law. As part of his duties on the Council, represented the public's interests in the area of multi-channel television for subscribers, in cable and satellite in Israel. Among these interests was the protection of the subscribers, including the improvements of the broadcasts and the services provided to the subscribers, expansion of the variety and the pluralism in the contents and the broadcasted channels, improvement of the technologies, improvement of the service, increasing the supply and freedom of choice for subscribers, increasing the competition and reducing the pricing and more.

8/2003-8/2004 Member of the National Committee for the Information Society Technology.

The National Committee for the Information Society Technology was appointed by the prime minister in order to serve as the entity which leads, coordinates and guides the harnessing of technology as the means to obtain the social and economic objectives of the State of Israel.

2001-2011 Economics Lecturer, the Department of Economics and Faculty of Medicine, the Hebrew University

Taught "Intro to Economics" (freshman year) and "Price Theory" (sophomore year), which are required courses.

10/1997-10/1999 Teaching Assistant, the Economic Department, the Hebrew University.

As part of his duties, examined essays submitted as part of the "Price Theory A & B" course, I participated in the preparation and grading of exams.

1997-5/2000 and 3/2004-7/2004, 5/2006-Now Economic-Marketing Consultancy to Various Companies.

Provides economic, marketing and financial consultancy to various companies and businessmen.

Scholarships and Awards

8/2002 Participated in the International Visitor Leadership Program on behalf of the United States Government

A month long visit and advanced studies in various entities in the United States, including the United States Congress, fully funded by the United States Government.

2002-2003 Samuel Neaman Institute For Advanced Studies in Science and Technology, The Technion

The scholarship was granted in light of the great importance attached by the Institute and the Technion to hisresearch work and on the basis of their impressions of the quality of the proposal and the suggested topic.

1995-1999 Various Scholarships and Awards on the Basis of Academic Excellence.

Was included in the Dean's List and received an award for excellence. Won a complete exemption from tuition for additional Master's Degree.

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Pinchas Barel Buchris, ID Number 053305868, of 1 Nataf, Ramat HaSharon, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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: BSC in Computers, from the Technion, Haifa. MBA from Derby, AMP Harvard USA. 3.2 Qualifications: A course in Finances for Senior Executives, Director's Course, a course in Labor Laws. 3.3 Experience: a Brigadier General (Res.), Commander of Technological Units in the Intelligence Corp, Director General of the Ministry of Defense, CEO of Bazan Group, formerly a director in the following companies: Gilat, Bezeq, Kamor. 3.4 ______3.5 ______3.6 ______

I possess professional qualifications in areas that do not require accounting expertise.

Does not apply to me. I do not possess accounting and financial expertise.

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:

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:

5.2 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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8.2

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 3

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

9. Without detracting from the above, I have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: A mortgage for the purchase of two apartments whose numbers are: 10-3046236-01-65 with a balance of 1,351,501 10-3046236-02-64 with a balance of 33,788 10-3046236-03-63 with a balance of 1,377,358 10-3046236-04-62 with a balance of 1,039,096 10. 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.

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

Date: 1.9.13 Signature of Declarant: Pinchas Barel Buchris

Confirmation: I, the undersigned, Adv. Yitzhak Freund hereby confirm that Pinchas Barel Buchris whom I know personally/who identified himself/herself to me with his/her ID No. ______, 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: 1.9.13 Name and Signature of Advocate: Yitzhak Freund, Adv. L/R 5414 33 Sokolov, Ramat HaSharon Tel. 5407849

Curriculum Vitae

Brigadier General (Res.) Pinchas Barel Buchris

1 Nataf, Ramat HaSharon 47226

Tel: 03-5471000 Cell: 054-4432175 Fax: 03-5478811 e-Mail: [email protected]

Personal Information:

ID: 53305868

Date of Birth: 11.04.56

Marital Status: Married + 4

Israeli Citizenship

Skills and Capabilities:

1. Management of large, complex, multidisciplinary entities, which are technology-intensive and possess large budgets, manpower and employee committees.

2. A comprehensive systemic technological understanding: Identifying needs, harnessing technologies and managing complex projects.

3. A Systemic-Integrative Approach: Combining organizational, technological and human integration with unique systems and entities. Integration of various organizations in parallel systems.

4. Leadership of multidisciplinary teams in complex, intensive and dynamic activities (engineers, R&D people, operational teams). Placing great emphasis on the human and professional development and cultivation of teams.

5. Managing a Budget on a national scale.

6. The Ability to act in complex, sensitive, dynamic, changing situations and under conditions of frequent uncertainty.

7. Interpersonal Capabilities: Identifying needs, focusing activities, fostering agreement and cooperation, mediation and resolving difference of opinion.

Primary Positions:

2011-2013 CEO of Bazan Group (Haifa Refineries and Petrochemical Companies)

 Management of a public company, with a sales turnover of 11 billion dollars a year

 Managing the company's merger in the Group

 Managing implementation of efficiency measures and a change in strategy

 Replacing management, a new agreement with the two workers' committees

2010-2012 An external director in Kamor Ltd.

2007-2010 Director General of the Ministry of Defense

Central Projects:

 Managing a budget of approximately NIS 52 billion

 The Iron Dome Project

 Transfer of the IDF to the Negev

 Starting the process of streamlining the defense establishment by an external professional factor, implementation of the ERP system

 Signing of a voluntary retirement agreement in partnership with the Ministry's Employees' Committee

 Establishment of public committees for the examination and improvement of the following at the national level: The disabled, bereaved families, widows and orphans.

2003-2007 CEO of Tamares Investments Ltd. –

Mr. Poju Zabludowicz's investment group. Among the Group's investments are companies such as: Wings, Ponifax, Protalix, Storewiz

2003-2007 An independent partner in the international Apax Partners Venture Capital Fund. A controlling owner in the companies Bezeq, Tnuva and various technology companies.

2003-2007 A member of the Board of Directors (Director) in public companies and in private companies such as:

Bezeq, Gilat Satellites, Lipmann (Observer), Raysat, Escape, Protalix, Storewiz

2003-2005 An Independent Consultant for various companies such as: Magal, Aeronautics, Magna

Military Service:

1997-2001 Commander of the Central Intelligence Gathering Unit in AMAN (8200)

Commanding and managing the Technological Intelligence Unit in AMAN, consisting of thousands of people throughout the country. Initiating systemic activity to change conceptions and focus. Managing innovative technology intensive projects in the fields of

communication, teleprocessing, budget and people.

1994-1997 Head of Special Operations Department in AMAN

Responsible for leading the integration of the operational process, from the perennial planning stages of formulating an annual work program to the management of the intelligence, technological and operational integration for the entire project.

1991-1994 Commander of the Technological Unit of AMAN

Commander of the Technological Unit of AMAN, which is responsible for implementing the development, design, production and integration of technological prototypes at the forefront of world knowledge, combining electronic, optoelectronic and mechanical technology.

1989-1991 Engineering positions in the Technological Unit of AMAN

Commander of Projects and Technological Teams

1988-1989 Deputy Commander of Sayeret Matkal

1974-1982 Fighter, an officer in Sayeret Matkal

Education:

2002 Harvard University, Boston USA – Advanced Management Program

2001 MBA in Business Management, "Derby" University branch

1988 B.Sc. in Computer Engineering, The Technion, Haifa

Courses and Advanced Studies:

Director's Course – The IMC, 2004

Course in Labor Laws – The IMC, 2002

Finances for Senior Executives – The IMC, 2002

Unique Milestones:

The Israel Defense Award (1995)

Languages:

Hebrew – Mother Tongue

English – Good

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Shai Hermesh, ID Number 08713992, of Kfar Gaza, M.P. Negev, 85142, hereby declare in writing as follows: I hereby make this declaration as a candidate for election to serve as a Director in Bank Leumi Israel Ltd. (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: BA in Economics and Sociology, the Hebrew University, Jerusalem. MA in Business Management, the Hebrew University, Jerusalem. 3.2 Experience in the financial field: Kibbutz Treasurer, CFO Kafrit Industries PC, Treasurer of the Jewish Agency – The World Zionist Organization (personally responsible for, among other things, all the financial statements, for companies owned by the Jewish Agency, Jewish Colonial Trust, Amigour, REP and the foreign companies. Management of the organization's Investment and Membership Committee. Responsible for managing a global organization's finances in the amount of hundreds of millions of Dollars. "The Kibbutzim Agreement" – Close and personal handing of the Kibbutzim Agreement for the kibbutzim of the "Sha'ar HaNegev" Regional Council. Public Experience: Head of the "Sha'ar HaNegev" Regional Council for 15 years (received an award for Outstanding Financial Management from the Interior Minister). Chairman of the "Sapir" Academic Collage Executive Committee (1987-2013) – The largest public collage in Israel near the city of "Sderot". Legislation and Regulation: A KM of the 17th and 18 Knesset (2006-2013), member of the Finance Committee (2006-2013), member of the sub-committee for the defense budget (2007), member of the sub-committee for the Privatization of the IMI (2011-2013), head of the agricultural lobby in the Knesset, head of the Sderot and Gaza Envelope lobby. Economic Financial Legislation: Among other

things – the Minimum Indexation to Standard Contracts Law, the Opening of the Credit Card Clearings Market Law, the Universal Dalkan Law, the Tax Benefits for Sderot, Gaza Envelope and Frontlines Law, Regulations Compensating Business in the Southern Front. Boards of Directors in Public Companies: Frutarom (1980-1983), Kafrit Industries (Currently). 3.3 Availability for the Position: I view my position as director in Bank Leumi as my primary occupation. I am not engaged in any business activities, I do not own any company, office or any other business which constrains me in regards to the time I would need to invest for my position as director in the Bank and a member of its committees. 3.4 Acknowledgements: The "Knights of Quality Government" Title – was granted to me, among other reasons, due to my outstanding financial management, the balanced budget regimen and in the proper and orderly management of the municipal authority.

Personal Added Value - In-depth knowledge of and extensive experience with the unique requirements of the following sectors: - Agriculture - Settlement - The Periphery of the Negev and Galil - The frontlines of "Sderot" and the "Gaza Envelope" All of these sectors are relevant to the development of the Bank's business activity.

All of the information is specified in Section 3.

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 upon me, by an administrative enforcement committee1, which prohibit me from serving as a director of a public company.

7. My other duties and occupations do not in any way create a conflict of interest with my position as a director of the Bank, and do not impair my ability to function as a director of the Bank.

8.2

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 4

8.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 8 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

I do not have any other activity in the Bank, I have not taken out loans and do not hold any investment portfolios. 10. 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.

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

Date: 1.9.13 Signature of Declarant: Shai Hermesh

Confirmation: I, the undersigned, Adv. Yarden Kotler hereby confirm that Shai Hermesh whom I know personally/who identified himself/herself to me with his/her ID No. 08713992, 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: 1.9.13 Name and Signature of Advocate: Yarden Kotler, Adv. L/R 50028

Shai Hermesh - Curriculum Vitae

Member of the Kfar Gaza Kibbutz Year of Birth: 1944 Marital status: Married + 5

050-521919 08-6898944 [email protected]

Education:

 BA in Economics and Sociology, the Hebrew University, Jerusalem (1966-1969).

 MA in Business Management, the Hebrew University, Jerusalem (1970-1972).

Qualifications: Have accounting and financing expertise.

Previous Positions:

 Knesset Member: 2006-2013

- Member of the Finance Committee: (Knesset 2006-2013) Involved in financial matters during the global economic crises, well acquainted with the capital market, economic legislation.

- Head of the agricultural lobby in the Knesset: The Milk Law, Migrant Workers, the Water Crisis.

- Head of the Sderot and Gaza Envelope lobby: Struggled to protect the homes of the residents, educational institutions, legislating the "Sderot and Western Negev Frontline" Law and others.

- Member of the Financing Sub-Committee for the Privatization of the IMI.

- Member of the Financial-Defense Sub-Committee for the defense budget (partial).

- Head of the Knesset Delegation to the OSCE (Organization for Security and Co- operation in Europe).

- Deputy Chairman of the Global ICJP: The organization of Jewish parliamentarians around the world.

- Chairman of the Israel-Japan Parliamentary Friendship Society

 Chairman of the "Sapir" Academic Collage Executive Committee: (1987-2013)

Development of the collage and its expansion to include approximately 8,000 students – The largest public collage in Israel – while mobilizing resources in Israel and abroad and developing academic curriculums – among them a School of Communication, School of Law, School of Social Work. 7

 Treasurer of the Jewish Agency: (2002-2006)

- Chairman of the Finance and Budget Committee.

- Chairman of the Membership Committee.

- Responsible for submitting a budget for a global organization in the amount of hundreds of millions of Dollars.

- Responsible for assets and companies in Israel and Abroad, among them – "Amigour", The Jewish Agency Employees' Pension Fund, "Assets and Participations", " Binyaney HaUma" (ICC), "Binyaney HaUma" – "Encouragement", "HaMeshakem", the "Taglit" Project (Birthright Israel), "Masa".

- Mobilizing resources and communication with the Jewish Communities.

- Deputy Chairman of the Claims Conference and WJRO – The Company for the Return of Stolen Jewish Property in Europe.

 Head of the "Sha'ar HaNegev" Regional Council: 1987-2002

- Initiation and establishment of the "Sapirim" Industrial Park

- Maintaining contact with donors in Israel and abroad for a significant mobilization of resources in Israel and abroad for the development and construction of public buildings and the Collage.

- "The Kibbutzim Agreement": Advancing the agreement, while negotiating with the banks and the Kibbutzim Agreement Administration.

- Absorbing the huge wave of immigration from the Soviet Union and establishing the "Ibim" Student Village.

- Chairman and member of the Investigative Committees concerning jurisdictional borders: Herzliya / Ramat HaSharon, Netivot / Azata-Rahat-Bnei Shimon, Abu Ghosh / Kiryat Ye'arim and others.

- The "Shimonim" Regional Council for Planning and Consturction.

- Initiating and developing the expansion of communities in the towns.

Various Public Positions:

 Social Security ("Bituach Leumi") – Member of the Council, member of the Finance Committee

 Israel Broadcasting Authority – Member of Plenary, member of the Finance Committee

 The Negev Development Authority – Member of management

 The Unemployment Service – Member of management

Positions in Public Companies:

 Director – Frutarom (PC) 1980-1983

 Chief Financial Officer – "Kafrit Industries"

Current Positions:

- Global Vice President and Chairman of the World Jewish Congress (WJC) in Israel.

- Director – "Kafrit Industries" (PC)

Acknowledgements:

Award for Outstanding Financial Management from the Interior Minister 1997-2002.

The 2002 "Knights of Quality Government" Award – "…for awe inspiring financial management in a difficult economic reality, for the development of general and academic education, for contributions to the assimilation of new immigrants".

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Gabriela Shalev, ID Number 00712915/8, of 9 HaHardufim, Even Yehuda, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director (ED) in accordance with the provisions of Companies Law, 5759-1999 (hereinafter: “the Companies Law”) (an ED who also meets the conditions for the qualification of an External Director in accordance with Directive 301 of the Proper Banking Management Directives) 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 hold academic degrees in Law (Bachlor's Degree in Law, Master's Degree in Law, Ph.D. in Law) – LL.B.; LL.M.; Doctor Juris. 3.2 I served as director of a company and as Chairwoman of the Audit Committee in large corporations, among them Bank Hapoalim, P.B., the Israeli Electric Company, Osem, Delek, Teva Pharmaceutical Industries. 3.3 ______3.4 ______3.5 ______3.6 ______3.7 ______

which indicate that I fulfill the conditions and meet the tests which establish that I have such qualifications:

For two and half years now (since February 2011) I have served as an External Director, as a member of the Committees and as Chairwoman of several of the Bank's Committees (Previously in the Auditing Committee, the Remuneration Committee; Presently: the United States Committee).

As stated above; in addition, I was director and Chairwoman of the Audit Committee in Bank Hapoalim (1991-1996) and in the Israeli Electric Company (1995-2006) and in this term in Bank Leumi (2012).

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:

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:

5.2 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 upon 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. I do not / have (strike out the option that is not relevant), on the date of the appointment or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank – including a minor connection – nor to the Chairman of the Board of Directors of the Bank, to its Chief Executive Officer, a substantial shareholder of the Bank or to the most senior officer of the Bank who works in the field of finance, and neither do any of my relatives, partners, employers, any parties to whom I am either directly or indirectly subject, or any corporation in which I am a controlling shareholder;

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 2 So long as I was not discharged. 3

The following is the definition of the term “connection” from the Companies Law for the purpose of this section:

"connection" – an employment relationship, commercial or professional association in the ordinary course, or control, as well as service as an officer, other than service as a Director appointed to serve as External Director in a company about to offer shares to the public for the first time; the Minister may, in consultation with the Securities Authority, determine that – on conditions he prescribed – certain matters shall not constitute a connection.

(For this purpose, see also the Companies Regulations (Matters that Do Not Constitute a Connection), 5767-2006).

9. I meet all the conditions for holding the position of a director in a banking corporation without a controlling core, in accordance with the provisions of the Banking Ordinance, including the following:

9.1 Neither I nor my relatives hold shares in the Bank, or traded shares in a corporation which is controlled by the Bank, or traded shares in a “substantial holder” in a percentage exceeding one fourth of a percent of the issued and paid- up capital of any of them.

9.2

9.2.1 I do not have, from the date of the appointment and onward or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank, to an officer of the Bank or to a “substantial holder”, and neither does any party who has a “close association” to me;

9.2.2 From the date of the appointment and onward, I do not have a connection to a relative of a officer of the Bank, to a relative of a “substantial holder” or to a partner of a “substantial holder”; it is hereby clarified that service as a director of the Bank of a candidate for an additional term will not be considered to be a connection.

the Bank, even if such association is not in the ordinary course, and neither does any party who has a “close association” with me;

9.4 A director whose candidacy was nominated by the Committee for the Appointment of Directors pursuant to Section 11D(A)(1) of the Banking Ordinance (“the Committee”) hereby further declares that:

9.4.1 I do not have a connection to a member of the Committee at the time of the appointment; I serve as a member of the Board of Directors together with two members of the Committee.

9.4.2 I am not a Minister, Deputy Minister or Member of the Knesset, nor do I have a personal, business or political connection to a Minister, Deputy Minister, nor am I a public servant or an employee of a statutory corporation;

9.4.3 I have not been convicted of any offense which, because of its substance, severity or circumstances, renders me not fit to serve in the position and I am not the subject of any pending indictment relating to such an offense is pending;

For the purpose of section 9 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

10. Without detracting from the above, I have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: A current account and associated accounts in Bank Leumi, Rehavia Branch (912). No loans other than a credit facility. 11. 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. 12. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director. 13. 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.

Date: 19.8.2013 Signature of Declarant: Gabriela Shalev

Confirmation: I, the undersigned, Adv. Yael (Ben Moshe) Rudnicki hereby confirm that Gabriela Shalev whom I know personally/who identified himself/herself to me with his/her ID No. ______, 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: 19.8.13 Name and Signature of Advocate: Yael (Ben Moshe) Rudnicki

Gabriela Shalev – Curriculum Vitae

Prof. Gabriela Shalev currently serves as the president of the Supreme Academic Council of the Ono Academic College. Previously: The Israeli Ambassador to the UN (2008-2010), the first woman to serve in that post.

Since her return to Israel, Prof. Shalev has joined various academic committees and public entities and was appointed a member of the Board of Directors of Bank Leumi Israel Ltd.

Until her early retirement in 2002, Prof. Shalev was a tenured professor in the Faculty of Law at the Hebrew University in Jerusalem. She taught, as a guest lecturer, Contract Law and Comparative Law in various universities in the United States, Europe and Canada. She is a frequent participant in international conferences as an expert in Comparative Law, and as a member of the International Academy of Comparative Law. For many years, she served as Chief Legal Editor of the Judgments of the Supreme Court of Israel as well as Legal Editor of the Hebrew Encyclopedia. She won the Sussman's Prize in Law (1989), the Zeltner's Prize in Law (1991) and the Israel Bar Association prize for special achievements in the academic research of law (2003).

Prof. Shalev has written eleven books and over a hundred articles in Hebrew and in English, most of them on Contract Law. Her books on Contract Law are considered to be essential writings in Israeli Contract Law.

Prof. Shalev is considered a leading expert in Israel in the field of Contract Law and public authority contracts. Together with her academic activities, Prof. Shalev provides advice and legal opinions in the field of Contract Law and Civil Law for public entities, institutions, arbiters and attorneys, in Israel and abroad.

Before departing for her mission to the UN as Israel's Ambassador, Prof. Shalev was a member of public entities and committees (among them: acting Chairwoman of the Israeli Broadcast Authority, member of the Jewish Agency's Board of Trustees and a member of the Committee for the Formulation of Rules of Ethics for Members of Government) and in business boards of directors (Osem Investments, Teva Pharmaceutical Industries, Delek Ltd.).

Gabriela Shalev – Biography (Scientific)

1. Education:

Bachelor's Degree: LL.B. Graduated Suma Cum Laude, Faculty of Law, Hebrew University in Jerusalem (1966).

Master's Degree: LL.M. Graduated Suma Cum Laude, Faculty of Law, Hebrew University in Jerusalem (1969).

Doctor Juris: Graduate with an excellent score, Hebrew University in Jerusalem (1973).

Post-Doctorate: As a visiting scholar at Harvard Law School (1975-1976).

2. Practical Experience:

Interned at the Supreme Court of Israel (1964-1966) and at the legal department of the Jewish Agency (1967).

Member of the Israeli Bar Association (1968).

Chief Legal Editor of the Judgments of the Supreme Court of Israel (1968-1980; 1998-2008).

Chief Legal Advisor for the national health services reform (1991).

Israeli Ambassador to the UN (2008-2010).

3. Teaching:

a. In Israel

Lecturer and faculty member at the Faculty of Law of the Hebrew University in Jerusalem (1964- 2002).

Tenured professor, the Hebrew University in Jerusalem (since 1986).

Professor (Emeritus) at the Hebrew University in Jerusalem (early retirement in 2002).

Rector and lecturer at Ono Academic College (2002-2008; 2010).

b. Visiting Professor

Temple Law School, Philadelphia (summer of 1975);

Boston Collage School of Law, Boston (winter of 1976 and winter of 1981);

Tulane Law School, New Orleans (fall of 1988);

Glasgow Law School, Glasgow (winter of 1991)

Toronto University, Toronto (September 1993); 8

Leuven University, Leuven (spring of 1996 and winter of 2001);

Fribourg University, Fribourg (winter of 1996).

Subjects Taught: Contract Law, Comparative Contract Law, Authority Contracts, Public Tenders, Contract Law in Common Law, Law and Literature, Private Law from the Perspective of Public Law.

4. Academic Positions:

1981-1984 Director of the Harry Sacher Institute for Legislative Research and Comparative Law at the Hebrew University in Jerusalem

1983-2006 Member of the Standard Contracts Tribunal

1986-2006 Member of the Codification in Civil Law Committee

From 1984 Legal editor of the Hebrew Encyclopedia's new edition

1984-1989 Chairwoman of the Disciplinary Committee at the Hebrew University in Jerusalem

1988-1990 Advisor on the status of women at the Hebrew University in Jerusalem

1988-1990 Member of the Executive Committee of the Hebrew University in Jerusalem

From 1990 Member of the Committee for Legal Terminology at The Academy of the Hebrew Language

1991-1994 Chairwoman of the Supreme Academic Nomination Committee of the Hebrew University

1991-2000 Chairwoman of the Board of Trustees of the Fund for Promotion of Law at the Ministry of Justice.

1991-1995 Member of the Statutory Committee for recognition of law schools.

1993-1998 Academic advisor of the College of Insurance.

1995-2002 Chairwoman of the Israeli Academic Committee, University of Manchester

2001-2004 Member of the Academic Committee at the Open University.

2002-2008 Academic President (Rector) of the Ono Academic College.

2010 Faculty Member and President of the Supreme Academic Council of the Ono Academic College

5. Member of Public Entities and Committees:

Management of the Israel Democracy Institute (since 1991); Van Leer Institute Board of Trustees (since 1995); President of the Movement for Quality Government (since 1997); Chairwoman of the New Israel Fund Jurist Committee (1992-2000); Chairwoman of the Yad Ban Zvi Public Council (2002- 2003); Committee the for the Issuance of Permits to Government Ministers and Deputy Ministers (2000-2002); Committee for the Appointment of Senior Officers in the Civil Service (since 2001); Chairwoman of the Committee Examining Censorship on Films (2003); Advisory Committee for Censorship in Journalism and Media (2004-2005); Committee for the Proposal of Principles and Procedures for the Appointment and Service of Senior Officers and the Advancement of Policy in the Civil Service (2005); The Maala Index Public Committee (2005-2008); The Public Council of the Israel Company for a Healthy Society Fund (2006-2008); Deputy Chairwoman of the Israeli Broadcast Society (in the absence of a Chairman) (2006); The Jewish Agency Board of Trustees (2006-2008); Committee for the Formulation of Rules of Ethics for Members of Government (2006-2008); Committee Examining the Terms of Employment for Judges (2006); Chairwoman of the Sapir Award for Literature Panel of Judges (2012).

6. Membership in Business Boards of Directors:

"Maariv" Board of Directors (1991); Bank Hapoalim Board of Directors and Head of the Audit Committee (1991-1996); Israeli Electric Company Board of Directors and Head of the Audit Committee (1995-2005); Hadassah Medical Organization (1996-2000); Public Director in F.I.B.I. Holding Company Ltd. (1998-2002); Director in Koor Industries Ltd. (1999-2006); External Director in Osem Investments Ltd. (2001-2008); External Director in Teva Pharmaceutical Industries Ltd. (2003- 2008); External Director in Delek Group Ltd. (2006-2008).

Appendix F

Declaration to Serve as an External Director of Bank Leumi

I the undersigned Avi Bzura, ID Number 058623547, of 9 Snir, Bnei Dror, hereby declare in writing as follows: I make this declaration as a candidate for election to serve as an External Director (ED) in accordance with the provisions of Companies Law, 5759-1999 (hereinafter: “the Companies Law”) (an ED who also meets the conditions for the qualification of an External Director in accordance with Directive 301 of the Proper Banking Management Directives) 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 See attached Curriculum Vitae 3.2 ______3.3 ______3.4 ______3.5 ______3.6 ______3.7 ______

See attached Curriculum Vitae

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 upon 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. I do not have on the date of the appointment or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank – including a minor connection – nor to the Chairman of the Board of Directors of the Bank, to its Chief Executive Officer, a substantial shareholder of the Bank or to the most senior officer of the Bank who works in the field of finance, and neither do any of my relatives, partners, employers, any parties to whom I am either directly or indirectly subject, or any corporation in which I am a controlling shareholder;

The following is the definition of the term “connection” from the Companies Law for the purpose of this section:

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 2 So long as I was not discharged. 3

(For this purpose, see also the Companies Regulations (Matters that Do Not Constitute a Connection), 5767-2006).

9.2

9.3 I do not have a business or professional association with the Bank or with a corporation controlled by the Bank or with an officer of the Bank, or with a “substantial holder” who nominated me as a candidate for service as a director of the Bank, even if such association is not in the ordinary course, and neither does any party who has a “close association” with me;

9.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 9 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

10. Without detracting from the above, I do not have either private or business accounts at the Bank and to the extent that loans have been given to me or to a corporation which I control – details regarding the above-mentioned loans and the balance thereof are attached hereto: ______

11. 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.

12. I do not serve as a director of any other corporation in which one of the Bank’s directors serves as an external director. 13. 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.

Date: 9.9.2013 Signature of Declarant: Avi Bzura

Confirmation: I, the undersigned, Adv. David Sachstein hereby confirm that Avi Bzura whom I know personally/who identified himself/herself to me with his/her ID No. 058623547, 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: 9/9/2013 Name and Signature of Advocate: David Sachstein, Adv. 34 Yehuda HaLevi St., Tel Aviv ID 320611353 License No. 29797

Avi Bzura – Curriculum Vitae

Personal Information:

Name: Avi Bzura

Date of Birth: 26.1.64

ID 058623547

Country of Birth: Israel

Address: 9 Snir, Moshav Bnei Dror

Contact: Cellular 0544976930, Home 09-7966062, [email protected], [email protected]

Marital Status: Married + 3

Education:

1988-1991 Bachelor's Degree in Economics and Business Management, Tel Aviv University

1991-1993 Master's Degree in Business Management, Bar Ilan University

1989-1991 Graduate of a Management Training Course – Bank Hapoalim

1993-1994 Graduate of a Credit and Foreign Trade course for senior executives – Bank Hapoalim

2005-2006 Graduate of a Command and Staff Course for senior executives – Bank Hapoalim

Employment and Professional Experience:

Bank HaPoalim: 09.1989-10.2007:

1990-1995 Managerial positions in the Tel Aviv Branches

1995-1998 Managing two branches in Tel Aviv

1998-2001 Customer Relations Manager in the Tel Aviv and Hasharon Business Centers – Business Division

2001-2003 Business Center Manager North – Commercial Division

2003-2006 Business Center Manager Tel Aviv – Commercial Division

2006-2007 Retail and Mortgage Credit Department Manager – Retail Division

Bank of Jerusalem: 10.2007-04.2010

CEO, Bank of Jerusalem

Chairman, Jerusalem Investment Portfolio Management Ltd.

Chairman, Ir Shalem Insurance Agency (1996) Ltd.

Chairman, Tomer Jerusalem Ltd.

Director, Jerusalem Underwriting and Issuing Ltd.

Director, Jerusalem Finance and Issuing (2005) Ltd.

2007-2010 Chairman of the Mortgage Banks in Israel Section and a full member of the Executive Committee of the Association of Banks

2008-2010 Member of the US-Israel Chamber of Commerce

Current Occupation:

B.D.R.M. Finances Ltd. – A private investment management company, CEO

Solution Ltd. – A private financial support and consultancy company (holds 30% of the shares)

External Director in a public company, Kadimastem Ltd. which deals in medical biotechnology.

Military Service:

1982-1987 IDF Air Force – Air Control Unit, Captain (Reservist)

Language:

Hebrew – Mother Tongue

English – Reading, Speaking and Writing are very good

Appendix F

Declaration to Serve as an External Director 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 (ED) in accordance with the provisions of Companies Law, 5759-1999 (hereinafter: “the Companies Law”) (an ED who also meets the conditions for the qualification of an External Director in accordance with Directive 301 of the Proper Banking Management Directives) 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 Bachelor of Laws 3.2 Director in Bank Leumi – 1995-2000 3.3 Director in Bank Hapoalim – 2000-2007 3.4 ______3.5 ______3.6 ______3.7 ______

As stated 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:

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:

5.2 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 upon 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. I do not have, on the date of the appointment or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank – including a minor connection – nor to the Chairman of the Board of Directors of the Bank, to its Chief Executive Officer, a substantial shareholder of the Bank or to the most senior officer of the Bank who works in the field of finance, and neither do any of my relatives, partners, employers, any parties to whom I am either directly or indirectly subject, or any corporation in which I am a controlling shareholder;

The following is the definition of the term “connection” from the Companies Law for the purpose of this section:

1 A committee appointed to section 52FF(a) of the Securities Law, 1968. 2 So long as I was not discharged. 3

determine that – on conditions he prescribed – certain matters shall not constitute a connection.

(For this purpose, see also the Companies Regulations (Matters that Do Not Constitute a Connection), 5767-2006).

9.2

9.2.1 I do not have , from the date of the appointment and onward or in the two years preceding the date of the appointment, any connection to the Bank or to a corporation controlled by the Bank, to an officer of the Bank or to a “substantial holder”, and neither does any party who has a “close association” to me;

9.4.1 I do not have a connection to a member of the Committee at the time of the appointment;

For the purpose of section 9 above:

“Officer” – as defined in the Companies Law, and any other employee directly subject to an officer.

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

Date: 6.8.13 Signature of Declarant: Haim Samet

Confirmation: I, the undersigned, Adv. David Sackstein hereby confirm that Haim Samet whom I know personally/who identified himself/herself to me with his/her ID No. ______, 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: 6/8/2013 Name and Signature of Advocate: David Sackstein