Hapoalim International NV Preliminary Notice of General Meeting (0874Z)

TIDM51IR

RNS Number : 0874Z

Hapoalim International NV

15 May 2019

RNS Notification

15 May 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 preliminary notice of general 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:            [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: 06/05/2019 

www.isa.gov.il www.tase.co.il (Public) Reference: 2019-01-043861

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: Preliminary Notice of General Meeting

Reference numbers of previous reports on the subject: _____________________________

Attached is file Preliminary Notice of General Meeting - isa.pdf 060519

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: 06/05/2019 at 14:20

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: 06.05.2019

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

2019-01-023182

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]

Head Office

Yehuda Halevy 63, Bank Hapoalim bldg., Tel-Aviv 65781

Tel: [phone], Fax: [phone]

Date: 6(th) May, 2019

   To                                                                             To 
   The Securities Authority                                        The Tel Aviv Stock Exchange Ltd. 
   22 Canfey Nesharim                                                2 Ahuzat Bayit 
   Jerusalem                                                                 Tel Aviv 

Re: Preliminary Notice of Intention to Convene an Annual General Meeting

1. Pursuant to the provisions of Section 11C(a)(4) of the Banking Ordinance, 1941 ("the Banking Ordinance") and pursuant to the Companies Regulations (Notice of a General Meeting and a Class Meeting of a Public Company and the Addition of a Subject to the Agenda), 2000 ("the Companies Regulations"), Bank Hapoalim B.M. ("the Bank") is pleased to publish a preliminary notice of its intention to convene an annual general meeting of the shareholders of the Bank ("the General Meeting"), on the agenda of which are expected to be included, among other things, the following subjects: (1) Discussion of the financial statements of the Bank for the year 2018; (2) Appointment of an accounting auditor; (3) Adoption of amendments to the articles of association of the Bank; (4) Appointment of one external director pursuant to the provisions of the Companies Law, 1999 ("the Companies Law"); (5) Appointment of two external directors pursuant to the provisions of Directive 301 of the Proper Conduct of Banking Business Directives of the Supervisor of Banks ("Directive 301"); (6) Appointment of two directors in the status of "Other", that is, who are not external directors pursuant to the Companies Law or Directive 301.

2. In accordance with the provisions of the Banking Ordinance, the committee for the appointment of directors of banking corporations that was constituted under the Banking (Licensing) Law, 1981 ("the Committee") will propose to the General Meeting candidates to hold office as directors for the vacancies as set forth above (see also Paragraph 6.6 of the part entitled Corporate Governance of the Periodic Report of the Bank for the year 2018 (page 402).

In addition to the Committee, only shareholders in accordance with the provisions of Sections 11D (a) (3) - (5) of the Banking Ordinance (a "holder" or a "body of holders", as therein defined), may propose to the General Meeting of the Bank candidates for the office of directors (as provided in Clause 1 above). Shareholders may propose candidates as aforesaid in writing up to 14 days after publication of the preliminary notice, that is until 20(th) May, 2019, together with all of the particulars and documents as required under the Companies Law and the Companies Regulations. It is incumbent upon the candidates to comply with all of the conditions prescribed by law to hold office as a director of the Bank. A candidate's declaration form is obtainable from the secretariat of the Bank (63 Yehuda Halevy St., Tel-Aviv, Telephone No. 03-5673800).

3. As provided in Section 66 (b) of the Companies Law and in Regulation 5C (b) of the Companies Regulations, a shareholder, one or more, who has one per cent. at least of the voting rights at the General Meeting, may request the Board of Directors to include a subject on the agenda of the General Meeting (except for the appointment of a director, see Clause 2 above), provided that the subject is appropriate for discussion at a general meeting. The Bank may refrain from considering proposals that are received more than 14 days after publication of the preliminary notice (that is, after 20(th) May, 2019).

4. Notice of convening the General Meeting will be published separately, at least twenty-one days after publication of this preliminary notice.

                    _______________________             _________________________________ 
                            Yael Almog                                                     Amit Levy 
                     Chief Legal Advisor                           Legal Advisor to the Board of Directors 

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 [e-mail] or visit www.rns.com.

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May 15, 2019 03:19 ET (07:19 GMT)