א gxxJ,ggkgkg 2 Israel Discount Bank Limited and its Subsidiaries REPORT OF THE BOARD OF DIRECTORS 87 Miscellaneous 87 Board of Directors and Management 3 The Discount Group - general overview 89 and principal data Annex to the Report of the Board of Directors 5 Explanations regarding the business 89 condition of the Group Part "A": Additional details - securities portfolio 5 Income and profitability 95 Part "B": Table relating the disclosure 7 Developments in income and expenses requirements according to the third 11 Development of assets and liabilities pillar to the data presented in the 20 Capital resources Report 22 Liquidity and the raising of resources in 97 Part "C": Additional details the Bank MANAGEMENT REVIEW 24 Description of the activity of the group according to segments of operations 100 Schedule "A" – Rates of Interest Income 24 Activity of the Group according to and Expenses and Analysis of Changes in segments of operation Interest Income and Expenses - Consolidated 39 Further details as to activity in certain 104 products Schedule “B” - Table relating the disclosure requirements according to 52 International operations the third pillar to the data presented 53 Exposure to risks and risk management in the report 65 Effects of external factors 108 Schedule “C” – Exposure to foreign 65 Main developments in Israel and around countries - Consolidated the world in the first three months of 113 2014 Schedule “D” – Overall Credit Risk in respect of the public Classified by 71 Legislation and supervision Economic Sectors - Consolidated 73 Additional issues in the description of 116 President & CEO's certification the Group 117 Chief Accountant's certification 73 Main Investee Companies CONDENSED FINANCIAL STATEMENTS - MARCH 77 Taxation 31, 2014 78 Human Resources 118 Review Report of the Independent 79 Transactions involving the Bank's shares Auditors to the Shareholders of Israel 80 Critical Accounting policies and Discount Bank Ltd. critical accounting estimates 119 Condensed Consolidated Balance Sheet 81 Rating the liabilities of the Bank and 120 Condensed Consolidated Statement of some of its subsidiaries Income 81 Legal proceedings 121 Condensed Statement of Comprehensive 84 Issues regarding corporate governance Income 84 The internal audit in the Group 122 Condensed Statement of Changes in 84 Involvement with and contribution to the Equity community 124 Condensed Consolidated Statement of 86 Transactions with controlling Cash Flows shareholders and with related parties 126 Notes to the Financial Statements 86 Controls and procedures CONDENSED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 3 Report of the Board of Directors THE DISCOUNT GROUP - GENERAL OVERVIEW AND PRINCIPAL DATA At the meeting of the Board of Directors held on May 22, 2014, the unaudited consolidated interim financial statements of Israel Discount Bank Ltd. and its subsidiaries for March 31, 2014 were approved (hereinafter: "the condensed financial statements"). The data presented in the report are consolidated data, unless explicitly stated otherwise. PRINCIPAL OPERATIONS AND CENTRAL EVENTS DURING THE REPORTED PERIOD The Basel III instructions are being applied by the Bank as from January 1, 2014. The labor dispute that had been going on for eleven months was concluded during the reported period (for additional details see "Human resources" hereunder). The Bank continues to manage "the family program" as an ongoing plan creating value to existing customers as well as to new customers with family relations among them (for details see "Retail Segment – General" under "Activity of the Group according to principal segments of operation" below). Ms. Lilach Asher-Topilsky started her office as the Bank's President & CEO on February 19, 2014, and replaced Mr. Reuven Spiegel, whose tenure of office terminated on that date (see "Board of Directors and Management" below). PRINCIPAL DATA PROFITABILITY For the three months ended March 31 2014 2013 Change in In NIS millions % Interest income, net⁽²⁾ 1,018 1,044 (2.5) Credit loss expenses 75 145 (48.3) Income before taxes 256 322 (20.5) Provision for taxes on income 97 118 (17.8) Income after taxes 159 204 (22.1) Net income attributed to the Bank's shareholders 165 263 (37.3) Net income attributed to the Bank's shareholders - disregarding the provision for impairment in value of the investment in FIBI's shares 191 263 (27.4) Net earnings per one share of NIS 0.1 par value attributed to the Bank's shareholders - in NIS 0.16 0.25 The ratio of income before taxes to total equity in %⁽¹⁾ 9.7 13.0 The ratio of income after taxes to total equity in % ⁽¹⁾ 5.9 8.1 Net return on equity attributed to the Bank's shareholders, in % ⁽¹⁾ 5.4 9.2 Net return on equity attributed to the Bank's shareholders, in % - disregarding the provision for impairment in value of the investment in FIBI's shares⁽¹⁾ 6.3 9.2 Footnotes: (1) On an annual basis. (2) For details regarding the effect of the implementation of the instruction regarding the measurement of interest income (classification of certain commission income), see Note 1E(1) to the condensed financial statements. 4 Israel Discount Bank Limited and its Subsidiaries BALANCE SHEET March 31, March 31, December Change in % compare 2014 2013 31, 2013 to March 31, December In NIS millions 2013 31, 2013 Total assets 197,996 200,135 200,507 (1.1) (1.3) Credit to the public, net 115,871 116,155 115,859 (0.2) - Securities 39,541 48,140 41,325 (17.9) (4.3) Deposits from the public 147,779 151,933 148,928 (2.7) (0.8) Equity attributed to the Bank's shareholders 12,534 11,948 12,233 4.9 2.5 Total equity 12,842 12,253 12,538 4.8 2.4 RATIO OF CAPITAL TO RISK ASSETS Basel III Basel II March 31, January 1, December March 31, 2014 2014 31, 2013 2013 in % Ratio of common equity tier 1 to risk assets (2013: core capital ratio) 9.1 8.9 9.3 8.9 Ratio of tier 1 capital to risk assets 9.9 9.7 10.1 9.6 Ratio of total capital to risk assets 14.3 14.2 14.4 14.2 FINANCIAL RATIOS March 31, March 31, December 2014 2013 31, 2013 in % Ratio of total equity to total assets 6.5 6.1 6.3 Ratio of credit loss expenses to the average balance of credit to the public ⁽¹⁾ 0.25 0.49 0.49 Ratio of credit to the public, net to total assets 58.5 58.0 57.8 Ratio of credit to the public, net to deposits from the public 78.4 76.5 77.8 Ratio of deposits from the public to total assets 74.6 75.9 74.3 Ratio of total non-interest income to operating expenses 54.0 60.8 58.5 Ratio of operating expenses to total income 81.9 75.9 77.5 Risk assets adjusted return⁽²⁾ 6.0 10.0 8.2 Footnotes: (1) On an annual basis. (2) Return on core capital computed on the average balance of risk assets (March 31, 2014 - 8.5%, December 31, 2013 and March 31, 2013 - 8.0%). MARKET SHARE Based on data relating to the banking industry as of December 31, 2013, published by the Bank of Israel, the Discount Bank Group’s share in the total of the five largest banking groups in Israel was as follows: December 31, December 31, 2013 2012 In % Total assets 16.1 16.5 Credit to the public, net 14.2 14.6 Deposits from the public 15.8 16.4 Interest income, net 16.9 17.5 Total non-interest income 19.6 19.6 CONDENSED FINANCIAL STATEMENTS AS AT MARCH 31, 2014 5 Report of the Board of Directors DEVELOPMENT OF THE DISCOUNT SHARE Closing price at end of the trading day Rate of change in Q1 of 2014 December 31, 2013 March 31, 2014 May 18, 2014 in % Discount share 663 640 629 (3.5) The Banks index 1,323.36 1,318.16 1,325.69 (0.4) The TA 25 index 1,329.39 1,402.22 1,383.97 5.5 Discount market value (in NIS billions) 6.98 6.74 6.63 (3.4) FORWARD-LOOKING INFORMATION Some of the information detailed in the directors’ report, which does not relate to historical facts, comprises forward-looking information, as defined in the Securities Law, 1968. The Bank's actual results might differ materially from those indicated in the forward-looking information, due to a large number of factors, including, among other things, macro-economic changes, changes in the geo-political situation, regulatory changes and other changes not under the Bank's control, and which may result in the non-realization of the estimates and/or in changes in the Bank's business plans. Forward-looking information is typified by terms and words like: "believe", "anticipate", "estimate", "intends", "prepares to…", "might" and similar expressions, in addition to nouns such as: "desire", "anticipation", "intention", "expectation", "assessment", "forecast", etc. Such forward-looking expressions involve risks and uncertainties as they are based on evaluations by management as to future events, which include, among other things, evaluations as to the state of the economy, public preferences, domestic and foreign interest rates, inflation rates, etc. as well as regarding the effects of new legislative and regulatory provisions relating to the banking industry and the capital market and to other fields that have an impact on the Bank's activity and on the environment in which it operates, and that by the nature of things, their realization is uncertain. The information presented below relies, among other things, on information in the Bank's hands, inter-alia, publications by other entities such as the Central Bureau of Statistics, the Ministry of Finance, the Bank of Israel, the Ministry of Housing and other entities that publish data and assessments as to the Israeli and global financial and capital markets.