RNS Number : 5163V
  Bank Hapoalim B.M.
  29 May 2008
   

    Head Office
    63 Yehuda Halevi St., Bank Hapoalim Bldg., Tel Aviv 65781
    Tel: 972-3-5673800; Fax: 972-3-5674576

    Date: May 29, 2008
    Reference: 802/08

 To:    The London Stock Exchange


    Dear Sir or Madam, 


      Re:  Immediate Report

    In accordance with the Securities (Periodic and Immediate Reports) Regulations, 5730-1970, and further to an immediate report which Bank
Hapoalim B.M. (hereinafter: "the Bank") published on 21st May, 2008, the Bank is pleased to advise that the Board of Directors of the Bank,
which convened on 28th May, 2008, at 04:30 p.m., reiterated its approval of the resolutions of the Bank of 16th January, 2008 and of 20th
May, 2008 to proceed with the outline plan which would bring the Bank to a ratio of capital to risk assets of 11% by the end of 2008 and to
a capital ratio of 12% by the end of 2009.
    The Board of Directors examined the various possibilities open to it, in accordance with the work plans of the Bank, to increase the
capital of the Bank according to its various constituents, whether by way of an issue of Tier 1 capital, Tier 1 hybrid capital and Tier 2
capital.
    At this stage, the Bank adopted the following resolutions:

    *     To approve the raising of Tier 2 capital, by issuing notes (Series J), in an amount of up to NIS 2 billion n.v. The issue would be
executed by Hapoalim Hanpackot Ltd., a wholly owned subsidiary company of the Bank (hereinafter: "Hapoalim Hanpackot").
    For the purpose of executing this issue, Hapoalim Hanpackot will act to amend the shelf prospectus which it published on 20th March,
2007 (hereinafter: "the Shelf Prospectus"), regarding the issue of the aforesaid Series J, so that Hapoalim Hanpackot will be able to issue
under the Shelf Prospectus subordinated notes of Series J in a total amount of up to NIS 3 billion, instead of NIS 1 billion, according to
the Shelf Prospectus in its present form.
    The terms of the notes to be issued by Hapoalim Hanpackot, after the amendment of the Shelf Prospectus, will be as detailed in the Shelf
Prospectus.
    The Bank intends to apply to the Supervisor of Banks in order to obtain his approval for the recognition of the subordinated notes to be
issued as aforesaid, as Tier 2 capital of the Bank, as provided in the Shelf Prospectus.

    *     To approve the issue of Tier 1 hybrid capital by issuing Deferred Capital Notes (Series C) linked to the consumer price index in
the amount of up to NIS 800 million n.v. by means of private issues to classified investors. These issues are expected to enlarge the series
of deferred capital notes of this class (Series C), and the terms of the deferred capital notes to be issued in the framework thereof will
be the same as the terms of the deferred capital notes issued by the Bank in the same series, as detailed in the Immediate Report published
by the Bank on 5th November, 2007.
    On 29th October, 2007, the Bank received the approval of the Supervisor of Banks for the recognition of the Deferred Capital Notes
(Series C) to be issued as hybrid capital instruments, as part of the Tier 1 capital of the Bank, as detailed in the Immediate Report of 5th
November, 2007.

    *     To approve the raising of Tier 2 capital, by issuing Subordinated Notes (Series K) which are not linked to any index, in an amount
of up to NIS 900 million n.v., by means of Hapoalim Hanpackot, by a public offering by way of a uniform offer calling for tenders on the
price per unit. This issue is expected to enlarge the series of Subordinated Notes (Series J), and the terms of the notes to be issued shall
be as specified in the Shelf Prospectus. On 12th February, 2007 the Bank received the approval of the Supervisor of Banks for the
recognition of the subordinated notes as Tier 2 capital, as detailed in the Shelf Prospectus.

    *     To approve the raising of Tier 2 capital by means of a shelf prospectus to be published by Hapoalim Hanpackot, according to which
there will be offered to the public up to 18 series of notes, having a nominal value of up to NIS 5 billion per series. These series could
include a number of series of debentures of unsubordinated rank in terms of payment, ranking equally in terms of payment with the regular
deposits held by the Bank from time to time and/or a number of series of subordinated notes, which would be of subordinated rank in terms of
payment coming after all of the other obligations of Hapoalim Hanpackot and the Bank, which in terms of payment have not been ranked equally
with or inferior to that of the subordinated notes of the same series. The timing of the issues, their size and the final structure of each
one of them have not yet been set. In as much as subordinated notes are issued within the framework of a number of series as aforesaid, the
issue thereof will be subject to obtaining the approval of the Supervisor of Banks for their recognition as Tier 2 capital.

    The Bank will publish an immediate report under the Securities (Private Offer of Securities of a Listed Company) Regulation, 5760-2000
in connection with the enlargement of the Deferred Capital Notes (Series C).



    Yours faithfully,

    Bank Hapoalim B.M.
                         

     ( - )             ( - )
 Barry Ben-Zeev    Mario Szuszan
     Chief            Head of
   Financial          Global
    Officer          Treasury



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