This is a translation from the Hebrew and has been prepared for convenience only. In case of any discrepancy, the Hebrew will prevail. CONTENTS BOARD OF DIRECTORS & MANAGEMENT 4 REPORT OF THE BOARD OF DIRECTORS TO SHAREHOLDERS MAIN TRENDS IN THE ISRAELI ECONOMY IN 2004 7 THE DISCOUNT GROUP – GENERAL OVERVIEW AND STRUCTURE OF THE GROUP 11 INCOME AND PROFITABILITY 14 DEVELOPMENTS IN INCOME AND EXPENSES 15 DEVELOPMENT OF ASSETS AND LIABILITIES 23 CAPITAL RESOURCES 29 EXPANDING THE CAPITAL BASE OF THE BANK 31 LIQUIDITY AND RAISING SOURCES IN THE BANK 33 EXPOSURE TO RISKS AND RISK MANAGEMENT 34 ACTIVITY OF THE GROUP ACCORDING TO PRINCIPAL SEGMENTS OF OPERATIONS 50 MAIN INVESTEE COMPANIES 98 HUMAN RESOURCES 107 CONVERSION OF THE CENTRAL COMPUTER SYSTEM 112 CONTROL OF THE BANK 116 SALE OF THE BANK 117 GOVERNMENT DECISIONS REGARDING THE BANKING SYSTEM AND SUGGESTED CHANGES IN THE CAPITAL MARKET STRUCTURE 123 LEGISLATION AND SUPERVISION 129 CRITICAL ACCOUNTING POLICIES 138 LEGAL PROCEEDINGS 143 THE INTERNAL AUDIT IN THE GROUP 146 INVOLVEMENT AND CONTRIBUTION TO THE COMMUNITY 148 AUDITORS’ REMUNERATION 152 REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND SENIOR EXECUTIVE OFFICERS 153 MISCELLANEOUS 154 BOARD OF DIRECTORS AND MANAGEMENT 155 MANAGEMENT REVIEW SCHEDULE A - CONSOLIDATED BALANCE SHEET - MULTI-PERIOD DATA 159 SCHEDULE B - CONSOLIDATED STATEMENT OF INCOME - MULTI-PERIOD DATA 160 SCHEDULE C - INCOME AND EXPENSE RATIOS OF THE BANK AND ITS CONSOLIDATED SUBSIDIARIES 162 SCHEDULE D - BANK’S EXPOSURE TO FLUCTUATIONS IN INTEREST RATES 168 SCHEDULE E - CREDIT RISK CLASSIFIED BY ECONOMIC SECTORS ON A CONSOLIDATED BASIS 170 SCHEDULE F - CREDIT RISK ON A CONSOLIDATED BASIS BY GEOGRAPHIC REGION - ULTIMATE RISK IN DEVELOPING COUNTRIES (LDC) 172 SCHEDULE G - CONDENSED CONSOLIDATED BALANCE SHEET FOR END OF EACH QUARTER 172 SCHEDULE H - CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR EACH QUARTER 173 STATEMENT OF THE BOARD OF DIRECTORS AND MANAGEMENT ON THEIR RESPONSIBILITY FOR THE ANNUAL REPORT 180 FINANCIAL STATEMENTS 2004 AUDITORS’ REPORT 181 BALANCE SHEET - CONSOLIDATED AND THE BANK 183 CONSOLIDATED STATEMENT OF INCOME 184 STATEMENT OF INCOME - THE BANK 185 STATEMENT OF CHANGES IN SHAREHOLDERS’ EQUITY 186 STATEMENT OF CASH FLOWS - CONSOLIDATED AND THE BANK 188 NOTES TO THE FINANCIAL STATEMENTS 191 03 BOARD OF DIRECTORS & MANAGEMENT ........4 REPORT OF THE BOARD OF DIRECTORS TO SHAREHOLDERS MAIN TRENDS IN THE ISRAELI ECONOMY IN 2004 ........7 THE DISCOUNT GROUP – GENERAL OVERVIEW AND STRUCTURE OF THE GROUP ........11 INCOME AND PROFITABILITY ........14 DEVELOPMENTS IN INCOME AND EXPENSES ........15 DEVELOPMENT OF ASSETS AND LIABILITIES ........23 CAPITAL RESOURCES ........29 EXPANDING THE CAPITAL BASE OF THE BANK ........31 LIQUIDITY AND RAISING SOURCES IN THE BANK ........33 EXPOSURE TO RISKS AND RISK MANAGEMENT ........34 ACTIVITY OF THE GROUP ACCORDING TO PRINCIPAL SEGMENTS OF OPERATIONS ........50 MAIN INVESTEE COMPANIES ........98 HUMAN RESOURCES ........107 CONVERSION OF THE CENTRAL COMPUTER SYSTEM ........112 CONTROL OF THE BANK ........116 SALE OF THE BANK ........117 GOVERNMENT DECISIONS REGARDING THE BANKING SYSTEM AND SUGGESTED CHANGES IN THE CAPITAL MARKET STRUCTURE ........123 LEGISLATION AND SUPERVISION ........129 CRITICAL ACCOUNTING POLICIES ........138 LEGAL PROCEEDINGS ........143 THE INTERNAL AUDIT IN THE GROUP ........146 INVOLVEMENT AND CONTRIBUTION TO THE COMMUNITY ........148 AUDITORS’ REMUNERATION ........152 REMUNERATION OF THE CHAIRMAN OF THE BOARD OF DIRECTORS AND SENIOR EXECUTIVE OFFICERS ........153 MISCELLANEOUS ........154 BOARD OF DIRECTORS AND MANAGEMENT ........155 The Board of Directors, on March 29, 2005, approved and authorized for publication the consolidated financial statements of the Bank and its subsidiaries for the year ended December 31, 2004. MAIN DEVELOPMENTS IN THE ISRAELI ECONOMY IN 2004 ∞ PRINCIPAL ECONOMIC DEVELOPMENTS(1) The year 2004 was a year of change in economic activity. The Israeli economy moved from a decline in the per capita product in the last three years, at a cumulative rate of 6.5%, to a fair increase of 2.5% in 2004. The change in 2004 is explained on the backdrop of the positive effect of several principal factors: (a) Accelerated global growth and in particular the significant recovery in the hi-tech industry in the world. (b) A reliable budgetary policy and the advancement of several structural reforms in the market as a whole and in the public sector in particular. (c) A gradual and continuous decrease in Bank of Israel interest rate along with a decrease in the market risk premium. (d) The relative relaxation in the security situation and positive developments in the political field. According to early estimates of the Central Bureau of Statistics, the Gross Domestic Product (GDP) increased in 2004 by 4.3%, compared with an increase of only 1.3% in 2003, and to negative growth rates in the years 2001 and 2002. Reviewing the data on a semi-annual basis shows that the rate of growth of the GDP accelerated in 2004 as follows: an annualized rate of 4.0% in the second half of 2004, compared with an annualized rate of 3.0% in the first half of the year. The population in Israel increased in 2004 by a rate of 1.7%. Accordingly the per capita GDP increased by 2.5%, following a decline of 0.5% in 2003. The business product also increased in 2004 at a sharp rate of 6.1%, following an increase of 1.7% in 2003. The combined market condition index published by Bank of Israel, serving as an indicator for real-term economic activity, recorded during 2004 a sharp rise of 5.2%, following a rise of 1.5% in 2003. This increase reflects the growth in industrial production and in world trade, as well as the increase in the turnover index in the commercial and services sectors. The survey of companies performed by Bank of Israel also reported a satisfactory rise in economic activity from the beginning of 2004, following a long period of rather moderate activity. The accelerated growth rate in 2004 derived mostly from the continued improvement in the export of goods and services and from the continued expansion in private consumption. The per capita expenditure for current consumption in 2004 increased by 3.9%, following a decrease of 0.5% in 2003. The increase reflects mostly increases in expenditure on services, apparel and footwear and electricity and fuel. The per capita acquisition of durable goods increased outstandingly at the rate of 17.7%, as compared with a decrease of 1.6% in 2003, the major part of the increase comprising vehicles for private use. The export of goods and services increased sharply in 2004 at a rate of 14.9%, following an increase of 6.2% in 2003 and a decrease of 2.4% in 2002. The rise in exports reflects expansion of activity in most industrial sectors and, in particular, in the export of tourist services, which rose in 2004 at a high rate of 39%, following an increase of only 4% in 2003. The import of goods and services recorded in 2004 an increase of 12.0%, following a drop of 1.8% in 2003. The major part of the increase related to imports of investment goods (excluding vessels and airplanes) and to the import of raw materials (excluding diamonds and energy products), which serve as an indicator for future activity in the industrial sectors. The deficit on the goods and services account decreased in 2004 to US$ 1.7 billion, in contrast to a deficit of US$ 1.9 billion in 2003. The tourist industry data for 2004 show a considerable growth, thanks to the improvement (1) The data in this chapter are in the security situation. Foreign tourist entries amounted to 1.5 million entries, an increase presented net of seasonal effects, of 40% compared with 2003. Notwithstanding, this number is still lower by 38% than that unless otherwise indicated. 07 of the year 2000 – a record year for tourism in Israel. Occupancy in tourist hotels in 2004 totalled 17 million nights, of which 72% related to Israelis and the rest were foreign tourists. The average level of occupancy for Israeli tourists during the year was over one million nights per month, which was 3% higher than that of the preceding year. The average level of occupancy for foreign tourists however was 392 thousand nights per month, an increase of 46% in comparison to last year. The considerable improvement in economic activity this year passed over the construction industry, which data continues to indicate a low level of activity, both on the demand side and on the supply side. According to the Ministry of Construction and Housing, the slowdown centered mostly on peripheral areas, though since the beginning of the second half of 2004, the slowdown is noticed also in certain regions in central Israel. National accounting data show that investments in housing construction decreased in 2004 by 5.5% following a decrease of 4% in 2003, and a continuous downward trend in the last seven years. Investments in construction other than housing decreased in 2004 by 14.5%. This gloomy picture is further verified by the survey of companies published by Bank of Israel, which forecasts a further slowdown in volume of operations. In the first ten months of 2004, construction of 22.2 thousand dwelling units began (18.5 thousand units by the private sector and the balance by the public sector) – a decrease of 2.5% compared with the corresponding period last year (which level was also very low). The drop this year resulted from a sharp decline in new building projects initiated by the public sector, while construction initiated by the private sector showed stability though at a low level. A slowdown was also noted this year in completion of building projects, and the number of dwelling units the construction of which was completed in the first ten months of 2004 reached 24 thousand units, compared with 28.5 thousand units in the corresponding period last year.