Hapoalim International NV Candidates for the office of directors at the Bank (9222A)

TIDM51IR

RNS Number : 9222A

Hapoalim International NV

03 June 2019

RNS Notification

03 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 the candidates for the office of directors at the Bank:

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:            [phone] 
   Email:                   [e-mail] 

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 121 Transmitted via Magna: 26/05/2019 

www.isa.gov.il www.tase.co.il (Public) Reference: 2019-01-050974

Immediate Report

Explanation: This form should not be used when there is a form

appropriate to the reported event.

Results of an issue should be reported on Tav 20 and not on this form.

A report on the rating of bonds or the rating of a corporation

should be filed under Form Tav 125.

Nature of the Event: Candidates for the office of directors at the Bank

Reference numbers of previous reports on the subject: _____________________________

Further to the preliminary notice published by Bank Hapoalim B.M. (the "Bank") on May 6, 2019 regarding the intention to convene an annual meeting of the shareholders of the Bank, whose agenda includes, inter alia, the appointment of directors, and to p. 402 of the Bank's periodic report for 2018 regarding the preparations for the annual meeting, the Bank respectfully announces as follows:

The Bank received today the attached notice from the Committee for the Appointment of Directors in Banking Corporations, which was appointed according to the Banking Law (Licensing), 1981, regarding the list of candidates for the office of directors at the Bank, for election in 2019. The Bank will separately release a notice of annual meeting report, as required by law.

Attached is a file signed_isa_pdf

The company is not an enveloping company as defined in the TASE Rules and Regulations

The date and time when the corporation first learned of the event: 26/05/2019 at 18:30

Names of the signatories on behalf of the corporation and their job titles:

Yael Almog, Chief Legal Advisor

Amit Levy, Legal Advisor to the Board of Directors

Date signed 26.05.2019

The reference numbers of the previous documents on the subject (any citation made does not constitute inclusion by way of reference):

   2019-01-023182    2019-01-043861 

The securities of the corporation are listed for trading on the Tel - Aviv Stock Exchange

Date on which the structure of the form was updated: 30/04/2019

Abbreviated Name: Poalim

Address: POB 27, Tel Aviv 6100001 Telephone: [phone] 3333, Fax: [phone]

Electronic Mail: [e-mail] Company Website: http://www.bankhapoalim.co.il

Previous names of reporting entity:

Name of Electronic Reporter: Bloch Gilad, His Job Title: Secretary of the Bank, Name of Employing Company:

Address: Yehuda Halevy 63, Tel-Aviv 6578109, Telephone: [phone] Fax: [phone],

Electronic Mail: [e-mail]

Iyar 21, 5779

May 26, 2019

Adv. Amit Levy

Legal Advisor to the Board of Directors

Bank Hapoalim B.M.

Dear Sir,

Re: List of candidates for the office of directors at Bank Hapoalim B.M. for election in 2019

In accordance with the provisions of Section 11D(a)(2) of the Banking Ordinance, 1941, the Committee for the Appointment of Directors in Banking Corporations respectfully announces the list of candidates on its behalf for the office of directors for the positions becoming vacant on the Board of Bank Hapoalim, for the purpose of election at the general meeting to be held at the Bank in 2019.

In this round, the Committee has chosen two candidates for the position of outside director according to the Companies Law, 5759-1999, who also meet the qualification requirements for holding office as an outside director according to the Proper Conduct of Banking Business Directive No. 301, three candidates for the position of outside director according to Directive 301 as well as three candidates for the position of a director who is not an outside director.

We reiterate that the Committee's notice to the public stated that according to the needs of the Bank -

   -          At least one of the candidates proposed by the Committee shall have banking experience; 

- All of the candidates proposed by the Committee for the office of outside director according to the Companies Law, who meet the qualification requirements for holding office as an outside director according to Directive 301, shall have accounting and financial expertise;

- At least two of the candidates proposed by the Committee for the office of outside director according to Directive 301 or in a position that is not an outside director, shall have accounting and financial expertise;

- At least one of the candidates proposed by the Committee, shall have managerial experience of significant business activity;

- At least one of the candidates proposed by the Committee shall have knowledge and experience in the areas of technological innovation.

- We shall further state that the notice emphasized that weight shall be given to the professional skills required of the members of the Board, including inter alia, the need for the Committee's candidates to have significant business or academic experience as well as skills and the ability to make a significant contribution to the work of the Board in formulating strategy and policy, and in fulfilling the functions of the Board in the areas of supervision and control.

These are the proposed candidates:

In the category of outside director according to the Companies Law, who also meets the qualification requirements for holding office as an outside director according to Directive 301:

   a.         Mr. Avner David 
   b.         Mr. Orlev Arie 

In the category of an outside director according to Directive 301:

   c.         Mr. Hanegbi Noam 
   d.         CPA Zichel Israel 
   e.         Adv. Krupik Reuven 

In the category of a director who is not an outside director:

   f.          Adv. Tal Dalia 
   g.         Adv. Eran Oded 
   h.         Dr. Zvilichovsky David 

Of the proposed candidates, the general meeting is required to select one director in the status of outside director according to the Companies Law, who also meets the qualification requirements for holding office as an outside director according to Directive 301, two directors in the position of an outside director according to Directive 301 and two directors in the position of a director who is not an outside director.

It is hereby clarified, that the selection of a candidate among the candidates proposed by the Committee is subject to compliance with the preconditions required by the Bank of Israel by virtue of its authority under law, insofar as such conditions are determined.

Sincerely,

 
                  (-) 
-------------------------------------- 
      Moshe Gal (former justice), 
                Chairman 
 
   The Committee for the Appointment 
  of Directors in Banking Corporations 
 

cc:

   --          Members of the Committee for the Appointment of Directors in Banking Corporations: 

Prof. Momi Dahan, Adv. Orit Koren, Adv. Ronit Abramson-Rokach and Mr. Yacov Peer;

   --          Dr. Hedva Bar, the Supervisor of Banks, Bank of Israel; 
   --          Adv. Orna Vago, Deputy General Counsel, Bank of Israel; 
   --          Ms. Sima Spitzer, Head of Licensing Unit, Banking Supervisions, Bank of Israel 

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June 03, 2019 05:08 ET (09:08 GMT)