RNS Number : 4191Y
Bank Hapoalim B.M.
06 July 2008
Bank Hapoalim B.M.
Registration no. 520000118
The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Code name: Poalim
Street: P.O.B. 27, Tel Aviv 61000
Tel: 03-5673800; 03-5673333; Fax: 03-5674576
e-mail: yoram.weissbrem@mailpoalim.co.il
Transmission Date: 01/07/2008
Reference: 189159-01-2008
To To
Securities The Tel-Aviv Stock Exchange
Authority Ltd.
www.isa.gov.il www.tase.co.il
Immediate Report on the Convening of a Meeting
Regulation 36B (a) and 36C of the Securities (Periodic and Immediate
Reports) Regulations, 5730-1970
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 extraordinary proposal, Form Tav 133 or Tav 138 should be filled in, as the case may be.
1. On the date: 01/07/2008 it was resolved to summon a Special Meeting _________,
The number of the security on the Stock Exchange which entitles the holder thereof to attend the Meeting 662577, ___________,
which will convene on Wednesday on the date: 06/08/2008 at 11:00 o'clock
at the address: At the Levinstein Tower, 23 Menahem Begin Road, 3rd Floor, Room 313, in Tel-Aviv
2. The determination date for being entitled to attend and vote at the Meeting: 08/07/2008
3. On the agenda:
1. Updating the annual remuneration and the remuneration for attendance which is payable to all of the directors of the Bank (including
the outside directors), whoever they may be from time to time, who are not controlling parties of the Bank or their relatives, so that the
directors will be entitled to remuneration for the period commencing on the date of approval by the General Meeting (if and in as much as
such approval is obtained) as follows:
a. Annual Remuneration: Annual remuneration in the maximum amount under Regulation 4 of the Companies (Rules for Remuneration and
Expenses of an Outside Director) Regulations, 5760-2000 ("the Remuneration Regulations"), as they may be updated or replaced from time to
time, and according to the ranking of the Company in each financial year, so that a director who is an expert director, according to the
definition in Regulation 1 of the Remuneration Regulations, will receive the maximum amount specified in the Fourth Schedule of the
Remuneration Regulations, as in force from time to time, and a director who is not an expert will receive the maximum amount specified in
the Second Schedule of the Remuneration Regulations, as in force from time to time. The remuneration will be updated according to the Index
on the 1st February and the 1st of August of each year as provided in Regulation 8 of the Remuneration Regulations, and will be payable in 4
equal installments at the beginning of each quarter for the quarter preceding it.
b. Remuneration for Attendance: Remuneration for attendance, for attending at meetings of the Board of Directors or of a committee of
the Board of Directors, in the maximum amount under Regulation 5 of the Remuneration Regulations, as they may be updated or replaced from
time to time, and according to the ranking of the Company in each financial year, so that a director who is an expert director, according to
the definition in Regulation 1 of the Remuneration Regulations, will receive the maximum amount specified in the Fourth Schedule of the
Remuneration Regulations, as in force from time to time, and a director who is not an expert will receive the maximum amount specified in
the Third Schedule of the Remuneration Regulations as in force from time to time. The remuneration will be updated according to the Index on
the 1st of February and the 1st August of each year as provided in Regulation 8 the Remuneration Regulations. In case of a meeting by means
of communication the director will be entitled to remuneration for attendance at the rate of 60% of the remuneration for attendance at an ordinary meeting. In case of adoption of a resolution
of the Board of Directors without actually convening, the director will be entitled to remuneration for attendance at the rate of 50% of the
remuneration for attendance at an ordinary meeting. The remuneration for attendance will be payable not later than thirty days from the date
of the meeting, or as determined by the Bank, at the beginning of the quarter, for all of the meetings and the resolutions without convening
which he attended in the quarter preceding it.
The annual remuneration and the remuneration for attendance will not be payable to the Chairman of the Board of Directors of the Bank,
Mr. Dan Dankner, who is employed by the Bank and receives his salary separately, in accordance with the resolution of the General Meeting of
the Bank of 20th March, 2008; it is clarified that remuneration as aforesaid will also be payable to the honourable Ms. Efrat Peled and Mr.
Nir Zichlinskey who are employed by Arison Holdings (1998) Ltd., the controlling party of the Bank, and by Arison Investments Ltd., a
company controlled by controlling parties of Arison Holdings (1998) Ltd., as CEO and Deputy General Manager and Head of Business
Development, respectively, with respect to whom the remuneration payable on account of their office as directors of the Bank is to be paid,
according to their instructions given to the Bank, to Arison Investments Ltd.
As of the date hereof, all of the directors of the Bank have accounting and financial expertise, except for Adv. Pnina Dvorin, with
respect to whom the Board of Directors of the Bank decided to deem her an expert director in accordance with the second alternative under
the Remuneration Regulations, namely - a director who due to his education, experience and qualifications is highly skilled and has a deep
understanding in the Company's main area of business.
The required majority: A simple majority of all of the voting rights entitled to vote and voting in person or by proxy.
2. Increasing the authorized capital of the Bank by 2 billion additional ordinary shares of NIS 1 n.v. each, so that after the increase
as aforesaid the authorized capital of the Bank will be comprised of 4 billion ordinary shares and accordingly, amending Article 4(a) of the
Articles of Association to the Bank and Paragraph 5(a) of the Memorandum of Association of the Bank, so that the provisions thereof be
struck out and be replaced by: "The authorized share capital of the Company is four billion (4,000,000,000) New Shekels divided into four
billion (4,000,000,000) ordinary shares of NIS 1 nominal value each."
The required majority: A simple majority of all of the voting rights entitled to vote and voting in person or by proxy.
_________
Explanation: Details of the subjects on the agenda; next to each one of the subjects a description should be given of the nature of the
subject, specifying the main facts which are required in order to understand properly any matter which needs to be voted on at the Meeting
and the text of each proposed resolution or a concise description of its main features should be given; moreover, the majority required for
each resolution on the agenda should be noted.
Has there been put on the agenda a proposal to approve the appointment of an outside director No
Is the appointment of the outside director in accordance with the provisions of Section 239 (d) of the Companies Law, 5759-1999
_________
Explanation: Section 239 (d) of the Companies Law states that "In a company which on the date of appointment of an outside director all
of the members of its board of directors are of one sex, the outside director being appointed shall be of the other sex."
The proposed terms of office and employment for the outside director: _______
The text of the proposed resolutions or a concise description of their main features: ________
4. Attached X Text of polling card position notice
Polling card isa.pdf
Explanation: If a polling card and/or position notice is attached it should be ascertained that they are drawn up according to the
Companies (Voting in Writing and Position Notices) Regulations, 5766-2005
Website address where voting is possible: __________
Explanation: This field should be filled in if the Company allows for voting through the internet according to Regulation 5 (c) of the
Companies (Voting in Writing and Position Notices) Regulations, 5766-2005.
Electronic mail address where a member of the Stock Exchange may serve the material which he is obliged to serve on the Company
according to Regulation 4 (c)(1) of the Companies (Voting in Writing and Position Notices) Regulations, 5766-2005:
_________
5. The Quorum for the Meeting to be held:
The presence of at least two shareholders who have at least twenty-five per cent (25%) of the voting rights, within half an hour of the
appointed time for opening the Meeting.
6. In the absence of a quorum, the adjourned Meeting will take place on the date 13/08/2008, at 11:00 o'clock, at
the address: At the Levinstein Tower, 23 Menahem Begin Road, 3rd Floor, Room 313, in Tel-Aviv.
7. The time and place where each proposed resolution the text of which has not been given in full in the above
details of the agenda may be reviewed
At the office of the Secretary of Bank Hapoalim B.M., 63-65 Yehuda Halevy, Tel Aviv, from Sunday to Thursday, during normal working
hours, by prior arrangement by phoning 03-567 3800, commencing from the date of publication of the notice for convening the Special Meeting
in the daily newspapers, as required by law.
Note to Clause 1 - The date of the resolution of the Board of Directors for summoning the Special General Meeting, was adopted at the
meeting of the Board of Directors on 01/07/2008, at 04:00 p.m.
BANK HAPOALIM B.M.
Polling Card According to the Companies (Voting in Writing and
Position Notices) Regulations, 5766-2005
Part One
1. Company Name
Bank Hapoalim B.M. ("the Company" or "the Bank").
2. Class of General Meeting, the Time and the Place for the Convening Thereof
A Special General Meeting. The Special General Meeting will take place on Wednesday, 6th August, 2008, at 11:00 a.m. at the Levinstein
Tower, 23 Menahem Begin Road, 3rd Floor, Room 313 in Tel-Aviv. If the Meeting is adjourned, it will take place on Wednesday, 13th August,
2008, at the same place and time.
3. Details of the Subjects on the Agenda Which Can Be Voted On By Means of this Polling Card
Updating the annual remuneration and the remuneration for attendance which is payable to all of the directors of the Bank (including the
outside directors), whoever they may be from time to time, who are not controlling parties of the Bank or their relatives, so that the
directors will be entitled to remuneration for the period commencing on the date of approval by the General Meeting (if and in as much as
such approval is obtained) as follows:
Annual Remuneration: Annual remuneration in the maximum amount under Regulation 4 of the Companies (Rules for Remuneration and Expenses
of an Outside Director) Regulations, 5760-2000 ("the Remuneration Regulations"), as they may be updated or replaced from time to time, and
according to the ranking of the Company in each financial year, so that a director who is an expert director, according to the definition in
Regulation 1 of the Remuneration Regulations, will receive the maximum amount specified in the Fourth Schedule of the Remuneration
Regulations, as in force from time to time, and a director who is not an expert will receive the maximum amount specified in the Second
Schedule of the Remuneration Regulations, as in force from time to time. The remuneration will be updated according to the Index on the 1st
February and the 1st of August of each year as provided in Regulation 8 of the Remuneration Regulations, and will be payable in 4 equal
installments at the beginning of each quarter for the quarter preceding it.
Remuneration for Attendance: Remuneration for attendance, for attending at meetings of the Board of Directors or of a committee of the
Board of Directors, in the maximum amount under Regulation 5 of the Remuneration Regulations, as they may be updated or replaced from time
to time, and according to the ranking of the Company in each financial year, so that a director who is an expert director, according to the
definition in Regulation 1 of the Remuneration Regulations, will receive the maximum amount specified in the Fourth Schedule of the
Remuneration Regulations, as in force from time to time, and a director who is not an expert will receive the maximum amount specified in
the Third Schedule of the Remuneration Regulations as in force from time to time. The remuneration will be updated according to the Index on
the 1st of February and the 1st August of each year as provided in Regulation 8 the Remuneration Regulations. In case of a meeting by means
of communication the director will be entitled to remuneration for attendance at the rate of 60% of the remuneration for attendance at an ordinary meeting. In case of adoption of a resolution of
the Board of Directors without actually convening, the director will be entitled to remuneration for attendance at the rate of 50% of the
remuneration for attendance at an ordinary meeting. The remuneration for attendance will be payable not later than thirty days from the date
of the meeting, or as determined by the Bank, at the beginning of the quarter, for all of the meetings and the resolutions without convening
which he attended in the quarter preceding it.
The annual remuneration and the remuneration for attendance will not be payable to the Chairman of the Board of Directors of the Bank,
Mr. Dan Dankner, who is employed by the Bank and receives his salary separately, in accordance with the resolution of the General Meeting of
the Bank of 20th March, 2008; it is clarified that remuneration as aforesaid will also be payable to the honourable Ms. Efrat Peled and
Mr.Nir Zichlinskey who are employed by Arison Holdings (1998) Ltd., the controlling party of the Bank, and by Arison Investments Ltd., a
company controlled by controlling parties of Arison Holdings (1998) Ltd., as CEO and Deputy General Manager and Head of Business
Development, respectively, with respect to whom the remuneration payable on account of their office as directors of the Bank is to be paid,
according to their instructions given to the Bank, to Arison Investments Ltd.
The required majority: A simple majority of all of the voting rights entitled to vote and voting in person or by proxy.
4. The Place and Times Where and When the Full Text of the Resolution Can Be Reviewed
The text of the of the proposed resolutions can be reviewed at the office of the Secretary of the Bank, at 63-65 - Yehuda Halevy Street,
in Tel-Aviv, from Sunday to Thursday during normal working hours, by prior arrangement by phoning 03-5673800, commencing from the date of
publication of the notice for convening the Special Meeting in the daily newspapers, as required by law.
Validity of the Polling Card
The Polling Card will be valid only if there are attached thereto the following documents and provided that it is served on the Company
(including by registered mail) up to seventy-two (72) hours prior to the time of voting:
An Unregistered Shareholder(1) - A confirmation of ownership (see Clause 10 below).
A Registered Shareholder(2) - A photocopy of the identity card, passport or certificate of incorporation.
A polling card which is has not been served in accordance with the provisions of this Clause shall be invalid.
For the purpose hereof "time of service" is the time when the Polling Card and the documents attached thereto reach the office of the
Company.
5. The Company Does Not Allow Voting Through the Internet
6. The Address of the Company for Delivering Poll Cards and Position Notices
At the offices of the Secretary of the Bank, at 63-65 Yehuda Halevy Street (7th Floor).
7. The Last Day for Serving Position Notices on the Company by the Shareholders
Up to ten (10) days after the Determination Date ("the last Day for Sending Position Notices by the Shareholders"), namely, up to 18th
July, 2008.
The Last Day for Serving the Response of the Board of Directors to the Position Notices
Up to 12 days prior to the date for convening the General Meeting, namely up to 25th July, 2008.
8. Website Addresses Where the Poll Cards and the Position Notices Can Be Found
The distribution website of the Securities Authority ("the Distribution Website"): http://www.magna.isa.gov.il
The website of the Tel-Aviv Stock Exchange Ltd.: http://maya.tase.co.il
9. An unregistered shareholder is entitled to receive the confirmation of ownership at a branch of the
member of the Stock Exchange or by dispatch by mail, if he so requests. A request in this matter
shall be made in advance to a particular securities account.
10. An unregistered shareholder is entitled to receive by electronic mail free of charge a link to the form of the
Poll Card and Position Notices on the Distribution Website, from the member of the Stock Exchange through
whom he holds his shares, unless he has notified the member of the Stock Exchange that he does not wish to
receive such a link or that he wishes to receive Polling Cards by mail against payment; his notice regarding
Poll Cards shall apply to receiving Position Notices.
11. One or more shareholders who, on the Determination Date, holds shares to a degree that constitutes five per
cent, or more of the sum total of all the voting rights in the Company, and whoever holds a percentage as
aforesaid of the sum total of all the voting rights which are not held by a controlling party of the Company as
defined in Section 268 of the Companies Law ("a Controlling Party"), is entitled in person or through a
proxy on his behalf, following the convening of the General Meeting, to review at the offices of the
Company the Polling Cards as provided in Regulation 10 of the Companies (Voting in Writing and Position
Notices) Regulations, 5766-2005, and after prior arrangement with the Company.
The quantity of shares constituting 5% of the total voting rights in the Company is: 65,782,112 ordinary shares.
The quantity of shares constituting 5% of the total voting rights in the Company that are not held by a controlling party is: 48,857,325
ordinary shares.
A Shareholder needs to indicate the manner in which he will vote with respect to the subjects on the agenda in Part Two of this Polling
Card.
BANK HAPOALIM B.M.
Poll Card According to the Companies (Voting in Writing and Position Notices) Regulations, 5766-2005
Part Two
Company Name: Bank Hapoalim B.M.
Address of the Company (for delivering and sending Poll Cards): Bank Hapoalim, 63-65 Yehuda Halevy, Tel-Aviv 65781, Attention
Secretariat of the Bank (7th Floor).
Company Number: 52-000011-8.
Date of the Meeting: Wednesday, 6th August, 2008.
Nature of the Meeting: Special General Meeting.
Determination Date: Tuesday, 8th July, 2008.
Particulars of the Shareholder
1. Shareholder's Name - __________________________
2. Identity Number - ______________________________
3. If the shareholder has no Israeli identity card -
Passport Number - ______________________________
Country of Issue - ______________________________
Valid Until - ___________________________________
4. If the shareholder is a corporation -
Corporation Number - ___________________________
Country of Incorporation - ________________________
Manner of Voting:
Manner of Voting(3) on the Resolution to Update the
Annual Remuneration and the Remuneration for Attendance
In favour Against Abstain
Date: __________ Signature: ______________
For shareholders who hold the shares through a member of the Stock Exchange (in accordance with Section 177(1) of the Companies Law) -
this Polling Card is valid only when a confirmation of ownership is attached.
For shareholders who are registered in the register of shareholders of the company - the Polling Card is valid when a photocopy of the
identity card / passport certificate of incorporation is attached.
(1) Some one in whose favour shares are registered with a member of the Stock Exchange and such shares are included among the shares
registered in the register of shareholders in the name of a registration company
(2) A shareholder who is registered in the register of shareholders of the Company
(3) Failure to signify shall be deemed to be abstention from voting on such subject
This information is provided by RNS
The company news service from the London Stock Exchange
END
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