TIDM51IR
RNS Number : 5110D
Hapoalim International NV
26 June 2019
RNS Notification
26 June 2019
Offering Circular dated 30 July 2015 in respect of the USD
2,500,000,000 Global Medium Term Programme (the "Programme") of
Hapoalim International N.V. (the "Issuer"), as amended, restated or
supplemented from time to time (the "Offering Circular")
RE: Notification in respect of certain events affecting Bank
Hapoalim B.M., the guarantor of the Issuer's obligations under the
Programme
Terms used but not otherwise defined herein shall have the
meanings ascribed to them in the Offering Circular.
The Issuer makes the following announcement in respect of Bank
Hapoalim B.M., the guarantor of the Issuer's obligations under the
Programme (the "Guarantor"):
The Guarantor has published the attached immediate report on a
Meeting
LEI of the Guarantor: B6ARUI4946ST4S7WOU88
Class and sub-class of regulated information: Ongoing regulated
information - Inside information
For further information please contact:
Gilad Bloch
Secretary of the Bank
Bank Hapoalim B.M.
Direct Dial: +972 (0)3 567 3800
Email: gilad.bloch@poalim.co.il
The following is an unofficial translation of the Hebrew report
and has been prepared for convenience only. In case of any
discrepancy, the Hebrew version prevails.
"
Bank Hapoalim B.M.
Number with the Registrar: 520000118
Securities Authority Tel Aviv Stock Exchange Ltd. Tav 460
(Public) Via Magna: June 13, 2019
www.isa.gov.il www.tase.co.il Ref: 2019-01-050499
Immediate Report on a Meeting
Regulation 36B (a) and (d), and Regulation 36C of the Securities
Regulations
(Periodic and Immediate Reports), 1970
Explanation: If one of the subjects on the agenda of the meeting
is the approval of a transaction with a controlling party or the
approval of an exceptional proposal, Form Tav 133 or Tav 138,
respectively, should be filled in first, and then it is required to
also make a report on this form.
Is it possible to vote by means of the electronic voting system?
Yes
Note: The possibility of choosing this field is only for
corporations not registered in Israel.
The corporation gives notice of: Convening a meeting
Note: In case of any change in the date of the meeting
(postponement or advancement), "postponement of meeting" or
"postponement by the Court" or "postponement sine die" should be
chosen.
The reference number of the last notice about the meeting
is__________, which was called for __________
Reason for postponement or cancellation:
Explanation: Reference should be made to the reference number of
the last notice of convening or postponement of the meeting.
1. Category of security: Share
Name of the entitling security: O.S. NIS 0.1
Number of the security on the Stock Exchange which entitles the
holder thereof to participate at the meeting: 662577
Record date for eligibility to participate and vote at the
meeting: June 19, 2019
Explanation: If a meeting is required in respect of more than
one security number, a Tav 460 report should be filed for each
security separately. Reports noting additional security numbers
will require an amending report to be sent.
2. On the date: June 13, 2019
It was resolved to convene an annual meeting _________,
Which will convene on Thursday on the date: July 18, 2019 at the
time: 4:00 p.m.
At the address: At the offices of the Bank, 63 Yehuda Halevy
St., Tel-Aviv (Level 6, Room 608).
3. On the agenda:
Explanation: The numbering of the subjects on the agenda shall
be in the same order as they appear in the report on the summoning
of the meeting if it is attached as a file.
Subjects/resolutions to be raised at the meeting:
1
The subject / the resolution and the particulars thereof:
A deliberation of the company's audited annual financial statements as of December 31, 2018
and the reports of the Board of Directors and Management for the year then ended.
Declaration: There is no appropriate field for classification
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
______________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution: Section 60 (b) of the Companies Law
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote: No
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
______
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
____________
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for report only
Type of majority required for approval: ______________
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject?
-----------------------------------------------------------------------------------------------------
2
The subject / the resolution and the particulars thereof:
To approve the reappointment of Somekh Chaikin (KPMG) CPAs and Ziv Haft (BDO) CPAs, as the
Bank's joint auditors, until the end of the next annual general meeting of the Bank.
Declaration: There is no appropriate field for classification
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution: Section 60 (b) of the Companies Law
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote: No
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority ______________
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
3
The subject / the resolution and the particulars thereof:
To adopt the amendments to the Articles of Association of the Bank, in accordance with the
language of the Articles of Association, attached as Annex A to the Report.
Amendment of the Articles of Association as stated in Section 20 of the Companies Law.
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority ______________
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
4
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. David Avner for office as an external director (according
to the provisions of the Companies Law and Directive 301) at the Bank for a period of three
years.
The term of office shall commence on the date of receipt of the Supervisor of Banks' approval
of or non-objection to the appointment.
Appointment / extension of the term of office of an external director as stated in sections
239 (b) or 245 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: is not a simple majority
In accordance with the provisions of Section 239 (b) of the Companies Law, considering the
fact that the Bank is a banking corporation without a controlling block - the required majority
is a simple majority of the votes of the shareholders participating in the vote (excluding
abstaining votes), provided that one of the following is fulfilled: (1) The count of the majority
votes includes at least a majority of the total of votes of shareholders who are not controlling
shareholders of the Bank or have a personal interest in the approval of the appointment, with
the exception of personal interest that does not result from his relations with the controlling
shareholder, participating in the vote. The count of the total votes of such shareholders
shall exclude the abstaining votes; (2) the total of dissenting votes from among the shareholders
mentioned in Subsection (1) above does not exceed a rate of two percent of all voting rights
at the Bank.
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
5
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. Arie Orlev for office as an external director (according
to the provisions of the Companies Law and Directive 301) at the Bank for a period of three
years.
The term of office shall commence on the date of receipt of the Supervisor of Banks' approval
of or non-objection to the appointment.
Appointment / extension of the term of office of an external director as stated in sections
239 (b) or 245 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: is not a simple majority
In accordance with the provisions of Section 239 (b) of the Companies Law, considering the
fact that the Bank is a banking corporation without a controlling block - the required majority
is a simple majority of the votes of the shareholders participating in the vote (excluding
abstaining votes), provided that one of the following is fulfilled: (1) The count of the majority
votes includes at least a majority of the total of votes of shareholders who are not controlling
shareholders of the Bank or have a personal interest in the approval of the appointment, with
the exception of personal interest that does not result from his relations with the controlling
shareholder, participating in the vote. The count of the total votes of such shareholders
shall exclude the abstaining votes; (2) the total of dissenting votes from among the shareholders
mentioned in Subsection (1) above does not exceed a rate of two percent of all voting rights
at the Bank.
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
6
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. Noam Hanegbi for office as an external director (under Directive
301) at the Bank for a period of three years.
The term of office shall commence on the date as specified in the Report.
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
7
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. Israel Sichel for office as an external director (under
Directive 301) at the Bank for a period of three years.
The term of office shall commence on the date as specified in the Report.
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
8
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. Ruben Krupik for office as an external director (under Directive
301) at the Bank for a period of three years.
The term of office shall commence on the date as specified in the Report, but the three-year
term of office shall be counted from the date of extension of his term of office by the Supervisor
(February 17, 2019, for details see Section 2.3 of the Report).
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
9
The subject / the resolution and the particulars thereof:
To approve the appointment of Ms. Tamar Bar-Noy Gotlin for office as a director who is not
an external director at the Bank for a period of three years.
The term of office shall commence on the date as specified in the Report.
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
10
The subject / the resolution and the particulars thereof:
To approve the appointment of Mr. Oded Eran for office as a director who is not an external
director at the Bank for a period of three years.
The term of office shall commence on January 1, 2020, subject to the receipt of the Supervisor
of Banks' approval of or non-objection to the appointment.
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
11
The subject / the resolution and the particulars thereof:
To approve the appointment of Dr. David Zvilichovsky for office as a director who is not an
external director at the Bank for a period of three years.
The term of office shall commence on the date as specified in the Report.
Appointment or dismissal of a director as stated in sections 59 and 230 of the Companies Law
Please note: The value from this table determines the form of the shareholder's declaration
in the online voting system. For the conversion table click here.
Reference number of the last report on the subject of approval of a private offer (Tav 138):
____________________
Not a transaction between the company and a controlling party thereof as provided in Sections
275 and 320(f) of the Companies Law.
Reference number of the last report on the subject (Tav 133): ________
Explanation of the section of the Companies Law or the Securities Law or any other law for
the approval of the resolution:
Explanation: For a transaction with a controlling party that does not conform to any of the
fields in the table of the sections of the Law, select the field "Declaration: There is no
appropriate field for classification" and choose "yes" for a transaction with a controlling
party.
Only in case of a debentures meeting or when a transaction with a controlling party is not
involved, if there is no appropriate field in the table, the relevant sections of the law
on the strength of which the resolution is required, should be explained and specified.
Does the subject predicate disclosure of a connection or other characteristic of the shareholder
casting his vote:
Please note: These values can be selected only when "Declaration: There is no appropriate
field for classification" is marked in the previous table and a transaction between the company
and the controlling party thereof is not involved.
In case of a debenture meeting
It was resolved that there was another matter: ____________
Particulars of the other matter
_________
Please note: Particulars of the other matter determine the text of the declaration to be included
in the online voting system. A question should be formulated the answer to which should be
in the form of "Yes" / "No". The question should appear in the voting system next to the resolution
on the agenda and the voter should have the option to choose "Yes" / "No", and the possibility
of adding particulars if the answer is "Yes".
It was resolved to require further particulars from the holders: ____________
Enumeration of the further particulars required of the holders or the manner of convening
the meetings (in case of a meeting according to 350):
Please note: This field determines the text of the requirement for further particulars to
be included in the online voting system. The voter will be able to add particulars in a text
field.
Amendment of disclosure
A negligible change or a change which can only favour the company in comparison to the form
of the resolution specified in the last report
No longer on the agenda
The subject was discussed at a previous meeting
The subject was added to the agenda by order of the court
The subject was added to the agenda pursuant to Regulation 5B of the Companies Regulations
(Notice and Advertisement About a General Meeting and a Class Meeting of a Public Company,
and the Addition of a Subject to the Agenda), 2000
The subject was added to the agenda after the record date due to a technical error, as follows:
____________________
Explanation: After the record date no amendment can be made to the resolution, except for
an amendment to the terms of the transaction which benefits the company or a negligible change.
Also, after the record date new subjects may not be added to the agenda unless ordered by
the court or in accordance with Regulation 5B of the Notice and Advertisement Regulations.
The resolution on the agenda is tabled for voting
Type of majority required for approval: simple majority
Does the rate of holdings of the controlling party in the shares of the corporation confer
upon the controlling party the majority required for passing the proposed resolution on this
subject? No
-----------------------------------------------------------------------------------------------------
Attachment of the report on the summoning of the meeting: 2019
Annual Meeting Summoning Report _isa.pdf
4. Attached
Yes Form of poll card
No Position statement:
1
On ___________
The company received a position statement, within the meaning thereof in Section 88 of the
Companies Law, 1999, from ___________, in connection with a subject tabled for discussion
at the general meeting that has been summoned.
See page ____of the position statements file.
Poll_Card Annual Meeting July 2019_isa.pdf
Yes Declaration of the candidate to serve as a director of the corporation
Yes Declaration of an independent director
Yes Declaration of an external director
__________ Declaration of appointment of a representative to the
representative body
__________ Amended trust deed
__________ Motion for approval of a creditors' arrangement under
Section 350
__________ Other ___________
Nominees Declarations_isa.pdf
Explanation: If a poll card and/or a position statement is
attached, it should be ascertained that they are prepared according
to the Companies Regulations (Voting in Writing and Position
Statements), 2005.
Link to the site of the voting system where votes can be cast:
Voting System
Explanation: Entitled persons who may vote within the system
will receive particulars affording access to the system from
Exchange members.
5. The quorum for holding the meeting:
Two shareholders holding at least twenty-five percent (25%) of
the voting rights, within half an hour of the time appointed for
the meeting to begin.
6. -- In the absence of a quorum, the adjourned meeting will be
held on July 21, 2019, at 04:00 p.m.
At the address: At the offices of the Bank, 63 Yehuda Halevy
St., Tel-Aviv (Level 6, Room 608).
In the absence of a quorum the meeting shall not be held.
7. The place and times at which any proposed resolution the text
of which was not given in full in the particulars of the above
agenda may be reviewed:
At the offices of the Bank, at 63 Yehuda Halevy Street, in
Tel-Aviv, during regular business hours, by prior arrangement with
the Secretariat of the Bank via telephone, at 03-567-3800, up to
the appointed time of the meeting.
Meeting identifier: _____________
Note: The meeting identifier is the reference number of the
initial report. In the initial report about the meeting, the field
remains empty.
Names and positions of the signatories on behalf of the
corporation:
Yael Almog, Chief Legal Adviser
Amit Levy, Legal Advisor to the Board of Directors
Signed on June 13, 2019.
Reference numbers of previous documents on the subject (any
citation made does not constitute inclusion by way
of reference): 2019-01-043861 2019-01-023182
Date on which the structure of the form was updated: April 30,
2019
The securities of the corporation are listed for trading on the
Tel Aviv Stock Exchange.
Abbreviated name: Poalim
Address: P.O.B. 27, Tel Aviv 6100001 Tel: 03-567-3800,
03-567-3333 Fax: 03-567-4576
E-mail: gilad.bloch@poalim.co.il Company website:
http://www.bankhapoalim.co.il
Previous names of reporting entity:
Name of electronic reporter: Bloch Gilad. Position: Secretary of
the Bank.
Name of employing company:
Address: Yehuda Halevy 63, Tel Aviv 6578109. Telephone:
03-567-3800 Fax: 03-567-4576
E-mail: gilad.bloch@poalim.co.il
This information is provided by RNS, the news service of the
London Stock Exchange. RNS is approved by the Financial Conduct
Authority to act as a Primary Information Provider in the United
Kingdom. Terms and conditions relating to the use and distribution
of this information may apply. For further information, please
contact rns@lseg.com or visit www.rns.com.
END
MSCPGUMPQUPBGUQ
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