Immediate Meeting Report

Transcription

BANK LEUMI LE- ISRAEL B.M T-460
BANK LEUMI LE- ISRAEL B.M Public
Registrar Number: 520018078
Corporate securities registered for trading at the Tel Aviv Stock Exchange
Abbreviated name: Leumi
Street: Yehuda Halevy 34, Leumi House , Tel Aviv 6513616
Phone: 076-8858111 , 076-8859419 , Fax: 076-8859732
Email: [email protected] Uploaded on Magna: June 02, 2016
Company website: www.leumi.co.il
Reference: 2016-01-043809
To
To
Israel Securities Authority
The Tel Aviv Stock Exchange LTD.
www.isa.gov.il
www.tase.co.il
Immediate Meeting Report
Regulation 36B (A) and (D), regulation 36C of the Securities Regulations (Periodic and Immediate
Reports), 1970
Explanation: If one of the issues on the meeting’s agenda is approval of a deal with a controlling
shareholder or approval of an irregular proposal, then Form T-133 or Form T-138 must be filled out
respectively, following which reporting must also be done on this form.
The Corporation Announces: Convening a Meeting
The reference number of the last notification of the meeting is _________ , which was scheduled for
(Date) _________
Reason for postponement or cancellation: _________ _________
Explanation: the reference number of the most recent notification of the convening or postponement of
the meeting must be referenced.
1. Security Type Stock
Name of Entitling Security: LUMI Common Stock NIS 1
Security number at the Stock Exchange, entitling the holder to participate in the meeting 604611
Ex-Dividend Date for entitlement to participate and vote in the meeting: June 9, 2016
Explanation: if a meeting is required for more than one security number, then a T-460 must be reported
for each additional security separately. Reports in which additional security numbers will be specified,
shall necessitate the sending of a corrective report
Note: it must be emphasized that the details in this clause serve for presentation of the report within the
reports of the corporation whose details have been specified above.
2. On Date: June 2, 2016
A decision was made to Convene a Meeting Annual Meeting _________ ,
Which shall convene on Monday Date: July 11, 2016 Time: 2:00 pm
At the following address: Lin House, Yehuda Halevy 35, Tel Aviv.
3. Agenda:
Explanation: The numbering of the issues on the agenda shall be in accordance with the order of their
appearance on the meeting invitation report, if such is attached as a file.
Issues/resolutions to be tabled at the meeting:
1
Issue / resolution and its details :
Discussion of the financial reports and the Board of Directors Report for the year ending December 31,
2015.
Declaration: A suitable field for the classification does not exist
Note: A value from this table determines the wording of the shareholder’s declaration in the Internet
voting system. For the conversion table, press here
Reference to the most recent report on approving an individual motion (T-138): _________
No Deal between The company and a controlling shareholder as per clauses 275 and 320(F) of the
Companies Law.
Reference to the most recent report on that issue (T-133): _________
Explanation of the clause in the Companies Law or in the Securities Law or in another law for approving
the resolution
According to clause 60(B) of the Companies Law, 1999 ("Companies Law")
Explanation: In a deal with a controlling shareholder, which does not match any field in the table of the
legal clauses, select the field: “Declaration: A suitable field for the classification does not exist” and select
“Yes” for a deal with a controlling shareholder.
Only in the case of a bonds meeting, or if this does not refer to a deal with a controlling shareholder, and
no suitable field could be found in the table, an explanation is required and a detailing of the relevant
legal clauses under which a decision is required.
Does this issue require disclosure of a relationship or other characteristic of the voting shareholder: No
Note: these values may be selected only in case the statement: “Declaration: there is no field matching
the classification” was checked in the previous table and if this does not refer to a transaction between
the company and its controlling shareholder.
_________
In case of a bonds meeting
It was decided that a different issue exists: _________
Detailing of the other issue
_________
Note: detailing of the other issue determines the wording of the shareholder’s declaration, which will be
included in the Internet voting system. The question shall be worded in such a way that it will require a
“Yes/No” type answer. The question will appear in the voting system next to the decision on the agenda
and the voter shall have the possibility of choosing between “Yes” and “No” and the voter shall be given
the possibility to add details in case the answer is “Yes”.
It was decided to require further details from the holders: _________
Detailing of the additional details required from the holders or the method of convening the meetings
(in case of a meeting according to 350):
_________
Note: This field determines the wording of the requirement for further details, which will be included in
the Internet voting system. The voter shall have the possibility of adding the details in a free text-type
field.
*Amendment of disclosure A negligible amendment or an amendment which stands only to credit The
company compared with the wording of the resolution as detailed in the last report
Was struck from the agenda
The issue was discussed in a previous meeting
The issue has been added to the agenda under court order
The issue has been added to the agenda in accordance with regulation 5B of the Companies Regulations
(notice and an advert of a general meeting and a class meeting in a public company and addition of an
issue to the agenda), 2000
Explanation: After the Ex-Dividend Date, it shall not be possible to make any amendments to the decision
except for an amendment of the terms of the deal, which benefits The company or for a negligible
amendment. In addition, after the Ex-Dividend Date it shall not be possible to add new issues to the
agenda except under court order or in accordance with regulation 5B of the notification and advertising
regulations
The motion on the agenda is being brought for reporting purposes only
Type of majority required for approval Simple majority _________
2
Re-appointment of accounting firms Somekh Chaikin and Kost Forer Gabbay & Kasierer as the joint
external auditors for The Bank and authorization of The Bank Board of Directors to determine their fees
and reporting of their fees.
Declaration: A suitable field for the classification does not exist
Companies Law.
the resolution
The decision is required under clauses 154(B) and 165 of the Companies Law.
Does this issue require disclosure of a relationship or other characteristic of the voting shareholder: No
_________
_________
Note: detailing of the other issue determines the wording of the declaration, which will be included in
the Internet voting system. The question shall be worded in such a way that it will require a “Yes/No”
type answer. The question will appear in the voting system next to the decision on the agenda and the
voter shall have the possibility of choosing between “Yes” and “No” and the voter shall be given the
possibility to add details in case the answer is “Yes”.
_________
field.
Amendment of disclosure
A negligible amendment or an amendment which stands only to credit The company compared with the
wording of the resolution as detailed in the last report
regulations
The motion on the agenda is being brought for a vote
3
Appointment of Mr. David Brodet as a director, whose status is “Other Director” (a director who is not an
external director as per clause 11 D(A)(2) of the Banking Ordinance 1941 (the “Banking Ordinance”)) for
a period of three years, beginning on the date of the expiry of his current tenure, and subject to approval
of the Supervisor of Banks or her no-contest.
Mr. David Brodet, the Chairman of the Bank’s Board of Directors, is completing this second term as a
Director and is a candidate for re-election, was proposed by the Committee for Appointment of Directors
in Banking Corporations, which was appointed in accordance with clause 36A of the Banking Law, and in
accordance with clauses 11D(A)(1) and (2) of the Banking Ordinance.
It should be noted, that three (3) new Directors of five (5) candidates are up for election in this general
meeting. The vote on each director shall be conducted separately and the voters are permitted to vote
for each one of the candidates for the position of Director.
For further details on the appointment of Directors to The Bank’s Board of Directors, see clause 2.1 of the
attached Immediate Report regarding convening of an annual general meeting (hereinafter: “the
Immediate Report”), as well as the declarations and resumes of the candidates, which are attached to
this Immediate Report.
Appointment or dismissal of a Director as per clauses 59 and 230 of the Companies Law
Companies Law.
the resolution
_________
Does this issue require disclosure of a relationship or other characteristic of the voting shareholder:
_________
_________
_________
Note: detailing of the other issue determines the wording of the shareholder’s declaration, which will be
included in the Internet voting system. The question shall be worded in such a way that it will require a
“Yes/No” type answer. The question will appear in the voting system next to the decision on the agenda
and the voter shall have the possibility of choosing between “Yes” and “No” and the voter shall be given
the possibility to add details in case the answer is “Yes”.
_________
field.
regulations
4
Issue / resolution and its details:
Appointment of Mr. Yoav Nardi as a director, whose status is “Other Director” (a director who is not an
external director as per clause 11 D(A)(2) of the Banking Ordinance 1941 (the “Banking Ordinance”) for a
period of three years, beginning on the date of the expiry of his current tenure, and subject to approval
of the Supervisor of Banks or her no-contest.
Mr. Yoav Nardi, who is completing this second term as a Director and is a candidate for re-election, he
was proposed by the Committee for Appointment of Directors in Banking Corporations, which was
appointed in accordance with clause 36A of the Banking Law, and in accordance with clauses 11D(A)(1)
and (2) of the Banking Ordinance.
Immediate report, as well as the declarations and resumes of the candidates, which are attached to this
Immediate Report.
Companies Law.
the resolution
_________
_________
_________
_________
_________
field.
Explanation: After the Ex-Dividend Date, it shall not be possible to make any amendments to the
decision except for an amendment of the terms of the deal, which benefits The company or for a
negligible amendment. In addition, after the Ex-Dividend Date it shall not be possible to add new issues
to the agenda except under court order or in accordance with regulation 5B of the notification and
advertising regulations
5
Appointment of Ms. Esther Levanon as a director, whose status is “Other Director” (a director who is not
an external director as per clause 11 D(A)(2) of the Banking Ordinance 1941 (the “Banking Ordinance”)
for a period of three years, beginning with, and subject to, the approval of the Supervisor of Banks or her
no-contest.
Ms. Esther Levanon was proposed by the Committee for Appointment of Directors in Banking
Corporations, which was appointed in accordance with clause 36A of the Banking Law, and in
Immediate Report, as well as the declarations and resumes of the candidates, which are attached to this
Immediate Report.
Companies Law.
the resolution
_________
_________
_________
_________
_________
field.
regulations
6
Appointment of Ms. Regina Ungar as a director, whose status is “Other Director” (a director who is not
an external director as per clause 11 D(A)(2) of the Banking Ordinance 1941 (the “Banking Ordinance”)
for a period of three years, beginning with, and subject to, the approval of the Supervisor of Banks or her
no-contest.
Ms. Regina Ungar was proposed by the Committee for Appointment of Directors in Banking
Corporations, which was appointed in accordance with clause 36A of the Banking Law, and in
Immediate Report, as well as the declarations and resumes of the candidates, which are attached to this
Immediate Report.
Companies Law.
the resolution
_________
_________
_________
_________
_________
field.
regulations
7
Appointment of Dr. Yofi Tirosh as a director, whose status is “Other Director” (a director who is not an
external director as per clause 11 D(A)(2) of the Banking Ordinance 1941 (the “Banking Ordinance”) for a
period of three years, beginning with, and subject to, the approval of the Supervisor of Banks or her nocontest.
Dr. Yofi Tirosh’s candidacy was put forward by the Jewish Colonial Trust, Ltd. in accordance with clause
11 D(A)(3) of the Banking Ordinance, which enables a shareholder in the Bank to propose a candidate
for the post of director under certain conditions.
For further details on the appointment of Directors to The Bank’s Board of Directors, see clause 2.1 of
the Immediate Report, as well as the declarations and resumes of the candidates, which are attached to
this Immediate Report.
Companies Law.
the resolution
_________
_________
_________
_________
_________
field.
regulations
Attachment of a Convening of Meeting Report: Convening an annual meeting – final _isa.pdf
4. Attached
Yes Text of Voting Slip
No Position Notice
Voting paper to the annual meeting – final pdf.
Yes Declaration of the Candidate for a Position as a Director in the Corporation
No Declaration of Independent Director
No Declaration of External Director
_________ Declaration of Appointment of a Representative to Represent
_________ Amended Deed of Trust
_________ Request for Approval of Composition With Creditors according to Clause 350
_________ Other final declarations pdf.
final declarations pdf.Explanation: In case a Voting paper and/or a Notice of Position has been attached,
they must be verified as prepared pursuant to the Companies (Voting Slip and Position Notices)
Regulations 2005
Link to the voting system website at which voting can be performed: Voting System
Explanation: Entitled persons who are permitted to vote in the system will receive instructions on how to
access the system from the Stock Exchange members.
5. The legal quorum for holding the meeting:
According to the Bank regulations, the legal quorum for holding the meeting is the presence of three or
more shareholders, who shall be present in person or through an envoy, within half an hour of the date
and time specified for beginning the meeting. .
6. In the absence of a legal quorum, the postponed meeting shall be held on July 18, 2016 , at 2:00
pm ,
At the following address: Lin House, Yehuda Halevy 35, Tel Aviv.
In the absence of a legal quorum, the meeting will not take place.
7. The venue and the times for viewing any proposed resolution whose wording has not been presented
in full in the above details of the agenda
The registered office of The Bank, Leumi House, Bank Secretariat (11th floor) 34 Yehuda Halevy Street,
Tel Aviv, Sunday to Thursday, between 8:00 am and 3:00 pm. .
The report has been signed on behalf of the Corporation’s Board of Directors according to regulation 5 of
the Securities Regulations (financial and immediate reports), 1970, by Livnat Ein-Shai Wilder, Bank and
Group Secretary.
The reference numbers of previous documents on this issue (their mention does not constitute inclusion
by way of reference):
Previous names of reporting entity:
Date Update for Form Structure: April 03, 2016
Note: English translations of Immediate Reports of Bank Leumi are for convenience purposes only. In the case of
any discrepancy between the English translation and the Hebrew original, the Hebrew will prevail.
The original Hebrew version is available on the distribution website of the Israel Securities Authority:
http://www.magna.isa.gov.il/
Name of electronic reporter: Sackstein David Raoul, Role: Attorney, General Secretary , Employing
Company Name: .
Yehuda Halevy 34 Tel Aviv 6513616 , Phone: 076-8857984 , Fax: 076-8859732 , Email:
[email protected]
Bank Leumi Le-Israel Ltd.
(“The Bank”)
June 2, 2016
To
To
The Stock Exchange
The Stock Exchange
2 Ahuzat Bayit Street
22 Kanfei Nesharim Street
Tel Aviv 65252-16
Jerusalem 95464
Dear Sirs/Madams,
Re: Immediate Report Regarding the Convening of an Annual General Meeting
In accordance with the Companies Law 5759-1999 (hereinafter: “the Companies Law”) and its
Regulations, the Securities Regulations (Periodic and Immediate Reports), 5730-1970 (hereinafter: “the
Reports Regulations”), the Companies Regulations (Notice of General Meetings and of Category
Meetings in a Public Company and Adding an Item to the Agenda), 5760-2000 (“Notice Regulations”)
and the Companies Regulations (Written Votes and Position Papers), 5760-2000 (“Written Votes
Regulations”), Bank Leumi Le-Israel Ltd. (hereinafter: “the Bank”) is pleased to announce the convening
of an Annual General Meeting of the Bank (hereinafter: “the General Meeting” or “the Meeting”) which
shall take place on Monday, 11 July 2016, at 14:00, at the Bank’s offices in Beit Lynn, 35 Yehuda HaLevi
St., Tel Aviv. The Items and decisions on its agenda are as specified in this Immediate Report.
1. Items on the Agenda
The agenda of the General Meeting shall include the items listed in this Section 1 below:
1.1. Item No. 2 on the Agenda – Discussing the financial reports and the Bank Board of Directors
report for the year that ended on 31 December 2015
The Bank’s Periodic Report for 2015 (including said financial reports and the Board of the
Directors report) can be reviewed, as was published on February 29, 2016 (Reference: 2016-01036667) (“the Periodic Report of the Bank for 2015”), on the distribution website of the
Securities Authority (the MAGNA website) and at the Bank’s website, www.leumi.co.il.
In addition, it is possible to receive a copy by contacting the Bank Secretariat, Beit Leumi, 34
Yehuda HaLevi St. (11th floor), Tel Aviv, Tel.: 076-8859419, Sunday-Thursday, between 8:00 and
15:00.
No decision is required in the item.
1.2. Item No. 2 on the Agenda – The reappointment of the accounting firms of Somekh Chaikin
and Kost Forer Gabbay & Kasierer as joint external auditors of the Bank and the authorizing
the Bank Board of Directors to fix their salaries and report upon their salaries.
In the meeting of the Bank’s Audit Committee, which was held on March 27, 2016, it was
decided to recommend to the General Meeting that the joint external auditors Somekh Chaikin
and Kost Forer Gabbay & Kasierer be chosen again.
Regarding the report to the annual General Meeting on the salary of the external auditors, see
page 471 of the Bank’s Periodic Report for 2015.
The proposed decision:
To reappointment of the accounting firms of Somekh Chaikin and Kost Forer Gabbay & Kasierer
as joint external auditors of the Bank and the authorizing the Bank Board of Directors to fix
their salaries.
The majority necessary for making a decision:
A regular majority of the total voting rights of the shareholders that are entitled to vote and
who voted in person or via their proxy. The vote count of said shareholders shall not take
abstentions into consideration.
1.3. Items No. 3 through 7 on the Agenda – The appointment of directors to the Bank Board of
Directors
In this General Meeting, three (3) directors with the status of “other director” (a director that is
not an external director as stated in Section 11D(a)(2) of the Banking Ordinance 1941 (“the
Banking Ordinance”)) are up for election to the Bank Board of Directors for a term of three
years, from among the candidates that were proposed by:
The Committee for the Appointment of Directors in Banking Corporations, which was
appointed under Section 36A of the Banking Law, and in accordance with that stipulated in
Section 11D(a)(1) and (2) of the Banking Ordinance. The candidates that were proposed by the
Committee are as follows:
1.3.1. Mr. David Brodet (a serving director, who is completing a second term and is up for
reappointment. Chairman of the Bank Board of Directors);
1.3.2. Mr. Yoav Nardi (a serving director, who is completing a second term and is up for
reappointment);
1.3.3. Ms. Esther Levanon;
1.3.4. Ms. Regina Unger,
The Jewish Colonial Trust Ltd., is a shareholder in the Bank that may propose a candidate for
serving as a director in accordance with Section 11D(a)(3) of the Banking Ordinance. The
candidate proposed by the Jewish Colonial Trust Ltd. is:
1.3.5. Dr. Yofi Tirosh
For additional details regarding the appointment of directors to the Bank Board of Directors,
see Section 2.1 of the Immediate Report.
The majority necessary for making a decision:
A regular majority of the total voting rights of the shareholders that are entitled to vote and
who voted in person or via their proxy. The vote count of said shareholders shall not take
abstentions into consideration.
2. Additional Details Regarding the Items on the Agenda:
2.1. Additional Details Regarding the Appointment of Directors to the Bank Board of Directors
2.1.1. Advanced notice, in accordance with Section 11C(a)(4) of the Banking Ordinance, was
published on April 10, 2016 (Reference: 2016-01-045841).
2.1.2. The candidates must meet all of the legally established conditions for serving as directors in
the Bank without a controlling core, as stated in Sections 11E(b)-(e) of the Banking
Ordinance. The declarations of the candidates for Bank directors, in accordance with Section
224B of the Companies Law, are attached to this summons report for the Meeting.
2.1.3. It is emphasized that according to the directives of the Bank of Israel, at least a fifth of all of
the Board members must have “banking experience” as the term is defined in the directives
of the Supervisor of Banks.
2.1.4. The vote on each director shall be carried out separately. The participants in the election
may vote for any of the candidates to serve as director.
2.1.5. We turn your attention to that which is stipulated in Section 34(a1) of the Banking Law
(Licensing), 5741-1981: “A person shall not make an agreement with another in regard to
their vote for the appointment of a director in a banking corporation or in a bank holding
corporation, including in regard to their vote for his dismissal, except under a permit issued
by the Governor, after consulting with the Licensing Committee; this provision shall not
apply to a group of holders as per section 11D(a)(3)(b) of the Ordinance, in regard to a vote
for the appointment of a director proposed by them under that section, or to a holder of
means of control* who agrees with another that the other will vote in his name and on his
behalf without any discretion, as the said holder of means of control instructs him, provided
that if the other holds, on his own behalf, means of control in the banking corporation or in
the bank holding corporation, as the case may be, he shall not vote in the name and on
behalf of more than one other holder.”
Therefore, regarding the election of directors (Items No. 3 to 7 on the agenda), a proxy who
is also a shareholder in the Bank may only vote in the name and on behalf of one additional
shareholder. Regarding the remaining issues on the agenda of the General Meeting, there is
no impediment that said proxy represent more than one shareholder.
*
i.e. a shareholder.
2.1.6. The majority necessary for making any one of the decisions on Items 3 to 7 on the agenda,
which concern the election of another director, is a “regular majority” of the total votes of
the shareholders who are entitled to vote and who voted in person or via their proxy
(hereinafter in this Section: “a Regular Majority”, “those Participating in the Vote”). The
vote count of those participating in the vote for the election of regular directors shall not
take abstentions into consideration.
2.1.7. As stipulated in the Banking Ordinance (and the Bank Regulations), if the number of
candidates who were elected as regular directors by a regular majority exceeds three, which
is the number of vacant positions, the candidates that received the highest number of
supporting votes in the General Meeting shall be elected. In addition, pursuant to Regulation
85B of the Bank Regulations, if it becomes necessary to choose between a number of
candidates who received an identical number of supporting votes, the election shall be by
lottery (in this Section, the regular directors who are chosen as stated shall be called “the
Elected Directors”).
2.1.8. The term of the elected directors is contingent upon the consent or non-objection of the
Supervisor of Banks in accordance with Section 11A of the Banking Ordinance. The order of
commencement of the elected directors’ tenures shall be in accordance with the order in
which the consent or non-objection of the Supervisor of Banks is received as stated, in
relation to those elected directors, whiling taking note of the number of vacant positions on
the Bank Board of Directors and dates on which these positions became available. The term
of directors, who served as directors during the General Meeting and were elected for an
additional term, shall begin upon the receipt of the Supervisor of Banks’ consent or nonobjection to the appointment, and on a date that is no earlier than the end date of the
current term.
2.1.9. In accordance with Regulation 85C of the Bank Regulations, we emphasize that if prior to the
beginning of the actual term of any of the elected directors, it was made clear that he would
not begin his term for whatever reason, we shall consider the individual elected in his stead
by the General Meeting, from among the remaining candidates with the same type of
qualification (in the case in question – another director) who received the necessary majority
for election; and if it is found that a number of candidates received said majority, then the
individual who received the highest number of supporting votes in the General Meeting shall
be elected (“the Next in Line”). The aforesaid in this Section shall also apply in relation to the
next in line.
2.1.10. The directors (excluding the Chairman of the Board of Directors), are entitled to the payment
of an annual honorarium and honorarium for participation in the meetings of the Board of
Directors and its Committees at the “maximum amount” established in the Second
Addendum and the Third Addendum to the Companies Regulations (Rules on Honorarium
and Expenses of Outside Directors) 5760-2000, according to the Bank’s rank, in accordance
with the decision of the Bank Board of Directors dated May 15, 2008 (see Immediate Report
dated May 15, 2008 (Reference: 2008-01-134607)), and the Bank’s remuneration policy.
2.1.11. In accordance with the Bank’s remuneration policy for officers, which was approved by the
General Meeting on February 11, 2014 (hereinafter: “the Remuneration Policy”), the Bank
may purchase insurance for office holder liability, which shall apply, inter alia, to directors, as
well as grant letters of commitment for indemnification and exemption. For additional
details, see immediate reports that were published on January 5, 2014 (Reference: 2014-01003985) and on February 11, 2014 (Reference: 2014-01-037354). These references
constitute inclusion by way of referencing the information contained in said reports.
2.1.12. The current insurance policy for director and office holder liability ends on November 1,
2016. See the immediate report regarding the General Meeting on June 30, 2014 (Reference:
2014-01-103521) and regarding the outcomes of the special General Meeting that were
published on August 6, 2014 (Reference: 2014-01-128649). This reference constitutes
inclusion by way of referencing the information contained in said report.
2.1.13. For details regarding decisions concerning exemption and indemnification for directors and
office holders in the Bank, see Regulation 29A and Explanation Number 25 of the Bank’s
Periodic Report for 2015.
2.1.14. The following are the details regarding the candidates for positions on the Bank Board of
Directors under Regulations 26 and 36B(a)(10) of the Securities Regulations (Periodic and
Immediate Reports), 5730-1970:
Regarding Item No. 3 on the Agenda – The Election of Mr. David Brodet
Name of the Candidate
David Brodet
ID Number
000088179
Date of Birth
October 30, 1944
Address for Serving Court Documents
4 Michaelson St. Jerusalem 93707-04
Citizenship
Israeli
Membership on the Committees of the
Board of Directors
Chairman of the Board of Directors,
Chairman of Committees: The Credit
Committee, the Risk Management
Committee, Resources, Procedures,
Investments, Prospectuses, Strategy, the
Digital Banking Committee and a member of
the Overseas Customers Committee.
An External Director as defined by the
Companies Law / an External Director under
Directive 301 of the Proper Banking
Management Directives
No
An Independent Director as defined by the
Companies Law
No
An employee of the Bank, subsidiary,
affiliated company or an interested party in
the Bank
Chairman of the Board of Directors – Bank
Leumi Le-Israel Ltd.
Date on which he began to serve as director
July 22, 2010
Education / Professional Certifications
In accordance with the curriculum vitae
attached to this report
Employment over the past five years and a
breakdown of the corporations in which he
served as director
A relative of another interested party in the
corporation
No
Does he possess accounting and financial
expertise according to Section 92(a)(12) of
the Companies Law
Yes
The Proposed Decision:
To appoint Mr. David Brodet as a director with the status of “other director”, for a period of 3
years, as of the date his current tenure terminates, and subject to the consent of the
Supervisor of Banks, or her non-objection.
Regarding Item No. 4 on the Agenda – The Election of Mr. Yoav Nardi
Yoav Nardi
ID Number
000634618
Date of Birth
November 3, 1944
3 Mal'akhi St., Ramat Gan 52246-49
Citizenship
Israeli
Board of Directors
A member of the Credit and Audit
Committees.
No
Companies Law
No
the Bank
No
July 22, 2010
served as director
corporation
No
the Companies Law
Yes
To appoint Mr. Yoav Nardi as a director with the status of “other director”, for a period of 3
years, as of the date his current tenure terminates, and subject to the consent of the
Supervisor of Banks, or her non-objection.
Regarding Item No. 5 on the Agenda – The Election of Ms. Esther Levanon
Esther Levanon
ID Number
008001034
Date of Birth
May 29, 1946
9 Nakkash St. Apt. 33 Petah Tikva 49760-04
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
-
served as director
corporation
No
Does she possess accounting and financial
the Companies Law
See in accordance with the candidate
declaration, subject to election by the
annual General Meeting, subject to the
approval or non-objection of the Supervisor
of Banks and subject to the Bank Board of
Directors.
To appoint Ms. Estaher Levanon as a director with the status of “other director”, for a period
of 3 years, as of and subject to the consent of the Supervisor of Banks, or her non-objection.
Regarding Item No. 6 on the Agenda – The Election of Ms. Regina Unger
Regina Unger
ID Number
058099656
Date of Birth
February 26, 1963
82 Ha-Marganit St., Ramat Gan
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
-
served as director
corporation
No
the Companies Law
Directors.
To appoint Ms. Regina Unger as a director with the status of “other director”, for a period of
3 years, as of and subject to the consent of the Supervisor of Banks, or her non-objection.
Regarding Item No. 7 on the Agenda – The Election of Ms. Yofi Tirosh
Yofi Tirosh
ID Number
027737550
Date of Birth
July 27, 1970
10 Turei Zahav St., Tel Aviv, 66177
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
-
served as director
corporation
No
the Companies Law
Directors.
To appoint Ms. Yofi Tirosh as a director with the status of “other director”, for a period of 3
years, as of and subject to the consent of the Supervisor of Banks, or her non-objection.
3. Voting in the Meeting:
3.1. The Determining Date and Proof of Ownership
3.1.1. The determining date for determining the right of a shareholder in the Bank to vote in the
General Meeting above, as stated in Section 182 of the Companies Law and Regulation 3 of
the Written Votes Regulations, is June 9, 2016 on the end of the business day in the stock
exchange.
3.1.2. In accordance with the Companies Regulation (Proving Ownership of a Share in order to
Vote at a General Meeting), 5760-2000 (“Proof of Ownership Regulations”), a shareholder
who has a share registered to his credit with a stock exchange member and that same share
is included among the Bank’s shares that are registered in the Registry of Shareholders
under the name of a registration company (“Unregistered Shareholder”) and who is
interested in voting at the General Meeting, shall produce for the Bank a certificate from the
stock exchange member with whom the share is registered to his credit, regarding his
ownership of the share, on the determining date, in accordance with Form 1 in the
Addendum to the Regulations on proving ownership (“Certificate of Ownership”).
3.1.3. An unregistered shareholder is entitled to receive a certificate of ownership from the stock
exchange member through whom he holds the share, at the branch of the stock exchange
member or by mail to his address for a delivery fee only, if he requested it. A request on this
item shall be given, in advance, to a specific securities account.
3.1.4. In addition, an unregistered shareholder may instruct the stock exchange member that his
certificate of ownership be transferred to the Bank via the electronic voting system.
Registration in the electronic voting system, which operates according to Article B of Chapter
7-B of the Securities Law, 5728-1968 (“the Electronic Voting System”) equates to a
certification of ownership under the Proof of Ownership Regulations.
3.2. Legal Quorum and Date of a Postponed Meeting
3.2.1. In accordance with the Bank Regulations, the legal quorum for holding the Meeting is the
presence of three or more shareholders, who are present in person or via a proxy, within
half an hour of the time established for the beginning of the Meeting.
3.2.2. If a legal quorum is not found within half an hour of the time established for the beginning of
the Meeting, it shall be postponed to 18 July 2016, at the same location, at 14:00.
3.2.3. If a legal quorum is not found at said postponed Meeting, two shareholders who are present
in person shall constitute a legal quorum, and they shall be entitled to deal with the Items
for which the Meeting was convened.
3.2.4. In establishing the legal quorum, the votes of shareholders who voted via a voting paper, as
defined in Section 87 of the Companies Law, shall be taken into consideration, as well as
taking into consideration the votes of unregistered shareholders, who voted via the
electronic voting system.
3.3. Methods of Voting in the Meeting
3.3.1. Shareholders who are entitled to participate in the Meeting and vote, may do so, per their
choice, in one of the following methods: (1) To arrive at the Meeting and vote in it
themselves or appoint a proxy to arrive at the Meeting and vote in their stead, according to
a letter of appointment and power of attorney, as specified in Section 3.4 below; (2) To vote
via a proxy statement, as specified in Section 3.5 below; (3) An unregistered shareholder
shall also be permitted to vote via the electronic voting system, as specified in Section 3.7
below.
3.3.2. In accordance with Section 83(d) of the Companies Law, if a shareholder voted in more than
one way, his later vote shall be counted; in regards to this, the vote of a shareholder in
person or via a proxy, a vote via a voting paper or a vote via the electronic voting system
shall be considered the later vote.
3.4. Participation in the Meeting and Vote by the Shareholder in Person or via a Proxy
A. An unregistered shareholder, who is interested in arriving at the Meeting and voting in
person, shall produce for the company the certificate of ownership, in the manner
specified in Section 3.1.2 above and 3.9 below, by the time the system is locked down,
as defined in Section 3.7D below. A shareholder whose shares are registered under his
name in the Bank’s Registry of Shareholders is not required to present said certificate
of ownership.
B. A shareholder who is entitled to be present and vote in the General Meeting may
appoint a proxy or proxies, who shall be present and vote in his stead. A proxy is not
required to be a shareholder himself. In order for the appointment of the proxy to be
valid, the letter of appointment and the power of attorney under which the letter of
appointment was signed (if the letter of appointment was sign according to the power
of attorney) must reach the Bank’s registered office no less than 48 hours prior to the
General Meeting. In the case of an unregistered shareholder, a certificate of ownership
from the stock exchange member, as specified in Section 3.1 above, must be attached
to the letter of appointment, unless the certificate of ownership was transferred to the
Bank via the electronic voting system.
C. A shareholder or proxy who seek to be present and/or vote at the General Meeting
shall be required to identify themselves upon arriving at the General Meeting, by
presenting identification (an ID or passport or valid driver’s license). An unregistered
shareholder (or his proxy) shall additionally be required to present the certificate of
ownership form, as stated above, unless his certificate of ownership was transferred to
the Bank via the electronic voting system. The proxy of the shareholder whose shares
are registered under his name in the Bank’s Registry of Shareholders, is not required to
present said certificate of ownership.
D. Anyone who is not a shareholder or proxy, or a shareholder or proxy who fail to
present said identification and a valid certificate of ownership by the time of the
Meeting as of 9 June 2016, shall not be entitled to be present and vote in the General
Meeting.
E. The letter of appointment shall also be valid in regards to a postponed Meeting of the
Meeting to which the letter of appointment relates, unless specified otherwise in the
letter of appointment, provided that the postponed Meeting convenes on the date
stipulated in Section 3.2.2 above.
A. 3.5 Voting paper A shareholder (including an unregistered shareholder) of the
company, who wish to vote in the General Meeting without arriving at the Meeting and
without sending a proxy, may vote on the items on the agenda via a proxy statement.
B. A shareholder (including an unregistered shareholder) who is interested in being
present and voting in the Meeting, may vote via a voting papaer regarding all of the
items on the agenda, in accordance with the Companies Law and the Written Voting
Regulations.
C. The vote via a voting paper shall be carried out on the Second Part of the voting paper
as publish on the distribution website of the Securities Authority.
D. The following are the addresses of the distribution website of the Securities Authority
and the website of the Tel Aviv Stock Exchange, where the text of the voting paper can
be found:
The Distribution Website of the Securities Authority: http://www.magna.isa.gov.il/
The Notices Website of the Stock Exchange: http://maya.tase.co.il/
E. A shareholder may approach the Bank directly and receive from it the text of the voting
paper.
F. The vote of a shareholder via a voting paper shall be considered as if he was present at
and participated in the General Meeting both of the purpose of the required legal
quorum and for the purpose of calculating the results of the vote.
3.6 The Final Date for Producing a voting paper for the Bank:
A. A shareholder (including an unregistered shareholder) who is interested in voting via a
voting paper, shall produce for the Bank, in the manner specified in Section 3.5 above,
the voting paper up to 4 hours prior to the time of the General Meeting (i.e., by 10:00
AM on Monday, July 11, 2016). The voting paper shall be valid – regarding an
unregistered shareholder – only if accompanied by a certificate of ownership that was
sent by the date the system was locked down (or if the certificate of ownership was
sent via the electronic voting system), and regarding a shareholder registered in the
Bank’s Registry of Shareholders – only if accompanied by a photocopy of the ID,
Passport or Certificate of Association.
B. The stock exchange member shall send out, without consideration, a link to the text of
the voting paper and the position papers, on the distribution website of the Authority,
to any shareholder who is not registered in the Registry of Shareholders and whose
share is registered with that same stock exchange member, unless the shareholder
announced that he is uninterested in this, provided that the notice was given in regards
to a specific securities account and on a date preceding the determining date.
C. Up to 24 hours prior to the date on which the General Meeting convenes, a
shareholder may contact the Bank’s registered office and, after having proven his
identity, withdraw his voting paper and certificate of ownership. Should he do so, he
may only vote during the General Meeting itself (to the extent that he is a shareholder
registered in the Bank’s Registry of Shareholders or to the extent that he is an
unregistered shareholder) as well as via the electronic voting system and the aforesaid
shall apply to Section 3.3.2 above mutatis mutandis and his later vote shall be counted.
3.7. The Electronic Voting System
A. Unregistered shareholders may vote on all of the items on the agenda of the General
Meeting, via an electronic voting paper as well, which shall be transferred to the Bank
via the electronic voting system.
B. An unregistered shareholder may announce by 12:00 PM of the determining date, by
written notice to the stock exchange member, that he is uninterested in being included
in the list of shareholders who are entitled to vote via the electronic voting system,
which shall be transferred to the Bank by the stock exchange member via the electronic
voting system.
C. The stock exchange member shall send the information required for voting in the
electronic voting system to each of said unregistered shareholders, including the access
code and identification for voting in the electronic voting system.
D. As of the end of the determining date and up to 6 hours prior to the time in which the
General Meeting convenes (i.e. up to 8:00 AM on Monday, July 11, 2016) (“Time of the
System Lock Down”), the electronic voting system shall allow said unregistered
shareholders to access the electronic voting system, while identifying themselves and
using a unique access code that was issued by the stock exchange member, and vote or
alter or cancel their previous vote.
E. The electronic vote may be altered or cancelled only until the time in which the system
is locked down, and it shall not be possible to alter it via the system after this time.
Nothing in the aforesaid may derogate from the right of an unregistered shareholder to
alter his vote via participation in the Meeting and voting therein (including via a proxy)
and in this regard, the aforesaid shall apply to Section 3.3.2 above mutatis mutandis
and his later vote shall be counted.
F. If the General Meeting is postponed to a time after the system is lock down or if a
continuing Meeting is scheduled, the electronic voting system shall not be reactivated
and it will not be possible to vote through it in the postponed or continuing Meeting,
and accordingly, an unregistered shareholder who voted via the electronic voting
system will not be able to change his vote via the electronic voting system after the
time of the system lock down. Nothing in the scheduling of a postponed or continuing
Meeting may prevent anyone, who voted via the electronic voting system in that same
Meeting (prior to postponement of the date of the Meeting), from altering his vote, but
he may do so via other means of voting, i.e. a regular proxy statement, being physically
present at the Meeting or voting via a proxy.
G. An unregistered shareholder, who transferred a certificate of ownership to the
company via the electronic voting system and wishes to vote via other means of voting,
is not required to transfer a new certificate of ownership to the company for the
purpose of voting in the postponed or continued Meeting.
H. The votes conducted via the electronic voting system by the date the system was
locked down shall be counted (to the extent that they are not altered later on by the
voter) as part of the outcomes of the Meeting (including one postponed or continued),
both of the purpose of the required legal quorum and for the purpose of calculating the
results of the vote.
3.8. Position Papers
A. The final date for producing position papers for the Bank, as defined in Section 88 of
the Companies Law, is up to 10 days prior to the date on which the General Meeting
convenes, i.e.: by July 1, 2016 (inclusive). A position papers that includes the response
of the Board of Directors, shall be publish (to the extent that its publication is decided
upon) up to 5 days prior to the date on which the General Meeting convenes i.e. by July
6, 2016 (inclusive).
B. A shareholder may approach the Bank directly and receive from it the text of the
position papers (to the extent there are any).
C. It is possible to review the position papers on the distribution website of the Securities
Authority and on the notices website of the Stock Exchange, as specified in Section D
above.
3.9. Manner of Producing Documents for the Bank
The documents that the Shareholders must produce for the Bank in accordance with the above
provisions (including a power of attorney, letter of appointment, certificate of ownership,
voting papers, position papers and so forth), may be produced by the dates listed above, for
the Bank’s offices in Beit Lynn, 35 Yehuda HaLevi St., Tel Aviv, to be delivered in person or via
registered mail.
3.10 Review of Documents and the Bank Representatives Regarding the Handling of this Report
The documents concerning the decisions on the agenda of the General Meeting may be
reviewed at the Bank Secretariat, in the Bank’s registered office on 34 Yehuda HaLevi St. (Beit
Leumi), 11th floor, Tel Aviv, Tel.: 076-8859419, Sunday-Thursday, between 8:00 and 15:00.
This report was signed on the Bank’s behalf on June 2, 2016.
Sincerely,
Name of the Signatories of the Report and their Positions:
Adv. Hanan Freidman, Chief Legal Advisor
Adv. Livnat Ein-Shay Vilder, Secretary of the Bank and Group
Voting paper in Accordance with the Companies Regulation (written vote and
position papers) 2005 for the Annual General Meeting that will Convene on 11
July, 2016.
First Part
4. Name of the Company: Bank Leumi Le-Israel Ltd. (“the Bank”).
5. The Type of the General Meeting: Annual General Meeting. The General Meeting shall convene on
Monday, July 11, 2016, at 14:00, at the Bank’s offices in Beit Lynn, 35 Yehuda HaLevi St., Tel Aviv. If
the Meeting is postponed, it shall be held on Monday, July 18, 2016, at the same place and time.
6. Breakdown of the items on the agenda, on which it will be possible to vote via a voting paper:
6.1. Item No. 2 on the Agenda – The reappointment of the accounting firms of Somekh Chaikin
and Kost Forer Gabbay & Kasierer as external auditors of the Bank and the authorizing of the
Bank Board of Directors to fix their salaries and report upon their salaries.
The proposed decision:
The reappointment of the accounting firms of Somekh Chaikin and Kost Forer Gabbay &
Kasierer as external auditors of the Bank and the authorizing the Bank Board of Directors to fix
their salaries.
For additional details, see Section 1.2 of the Immediate Report regarding the convening of an
annual General Meeting, which is attached to this voting paper (hereinafter: “the Immediate
Report”).
6.2. Items No. 3 through 7 on the Agenda – The appointment of directors to the Bank Board of
Directors
In this General Meeting, three (3) directors with the status of “other director” (a director that is
not an external director as stated in Section 11D(a)(2) of the Banking Ordinance 1941 (“the
Banking Ordinance”)) are up for election to the Bank Board of Directors for a term of three
years, from among the candidates that were proposed by:
The Committee for the Appointment of Directors in Banking Corporations, which was
appointed under Section 36A of the Banking Law, and in accordance with that stipulated in
Section 11D(a)(1) and (2) of the Banking Ordinance. The candidates that were proposed by the
Committee are as follows:
6.2.1. Mr. David Brodet (a serving director, who is completing a second term and is up for
reappointment. Chairman of the Bank Board of Directors);
6.2.2. Mr. Yoav Nardi (a serving director, who is completing a second term and is up for
reappointment);
6.2.3. Ms. Esther Levanon;
6.2.4. Ms. Regina Unger,
The Jewish Colonial Trust Ltd., is a shareholder in the Bank that may propose a candidate for
serving as a director in accordance with Section 11D(a)(3) of the Banking Ordinance. The
candidate proposed by the Jewish Colonial Trust Ltd. is:
6.2.5. Dr. Yofi Tirosh
For additional details regarding the appointment of directors to the Bank Board of Directors,
see Section 2.1 of the Immediate Report.
The vote on each director shall be carried out separately. The participants in the election may
vote for any of the candidates to serve as director.
The following are the details regarding the candidates for election, to the best of the Bank’s
knowledge:
Regarding Item No. 3 on the Agenda – The Election of Mr. David Brodet
David Brodet
ID Number
000088179
Date of Birth
October 30, 1944
4 Michaelson St. Jerusalem 93707-04
Citizenship
Israeli
Board of Directors
Chairman of the Board of Directors,
Chairman of Committees: The Credit
Committee, the Risk Management
Committee, Resources, Procedures,
Investments, Prospectuses, Strategy, the
Committee for Digital Banking and a
member of the Overseas Customers
Committee.
No
Companies Law
No
the Bank
Chairman of the Board of Directors – Bank
Leumi Le-Israel Ltd.
July 22, 2010
served as director
corporation
No
the Companies Law
Yes
To appoint Mr. David Brodet as a director with the status of “other director”, for a period of 3
years, as of the date his current tenure terminates, and subject to the consent of the Supervisor
of Banks, or her non-objection.
Regarding Item No. 4 on the Agenda – The Election of Mr. Yoav Nardi
Yoav Nardi
ID Number
000634618
Date of Birth
November 3, 1944
3 Mal'akhi St., Ramat Gan 52246-49
Citizenship
Israeli
Board of Directors
A member of the Credit and Audit
Committees.
No
Companies Law
No
the Bank
No
July 22, 2010
served as director
corporation
No
the Companies Law
Yes
To appoint Mr. Yoav Nardi as a director with the status of “other director”, for a period of 3
years, as of the date his current tenure terminates, and subject to the consent of the Supervisor
of Banks, or her non-objection.
Regarding Item No. 5 on the Agenda – The Election of Ms. Esther Levanon
Esther Levanon
ID Number
008001034
Date of Birth
May 29, 1946
9 Nakkash St. Apt. 33 Petah Tikva 49760-04
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
-
served as director
corporation
No
the Companies Law
Directors.
To appoint Ms. Estaher Levanon as a director with the status of “other director”, for a period of
3 years, as of and subject to the consent of the Supervisor of Banks, or her non-objection.
Regarding Item No. 6 on the Agenda – The Election of Ms. Regina Unger
Regina Unger
ID Number
058099656
Date of Birth
February 26, 1963
82 Ha-Marganit St., Ramat Gan
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
Date on which she began to serve as
director
-
served as director
corporation
No
the Companies Law
Directors.
To appoint Ms. Regina Unger as a director with the status of “other director”, for a period of 3
Regarding Item No. 7 on the Agenda – The Election of Ms. Yofi Tirosh
Yofi Tirosh
ID Number
027737550
Date of Birth
July 27, 1970
10 Turei Zahav St., Tel Aviv, 66177
Citizenship
Israeli
Board of Directors
No
No
Companies Law
No
the Bank
No
Date on which she began to serve as
director
-
served as director
corporation
No
the Companies Law
Directors.
To appoint Ms. Yofi Tirosh as a director with the status of “other director”, for a period of 3
7. The place and time in which the complete text of the proposed decisions may be reviewed:
The documents concerning the decisions on the agenda of the General Meeting may be reviewed at
the Bank’s registered office, Beit Leumi, 34 Yehuda HaLevi St. (11th floor), Tel Aviv, Tel.: 0768859419, Sunday-Thursday, between 8:00 and 15:00, as well as on the distribution site of the
Securities Authority and the website of the Tel Aviv Stock Exchange Ltd., at the addresses specified
in Section 11 below.
8. The necessary majority for making decisions in the Meeting on items that can be voted upon via a
voting paper
The majority necessary for making any one of the decisions on Items 2-7 on the agenda is a regular
majority of the total voting rights of the shareholders who are entitled to vote and who voted in
person or via their proxy. The vote count of said shareholders shall not take abstentions into
consideration.
9. A voting paper shall only be valid if accompanied by the certificate of ownership of the unregistered
shareholder on the determining day (i.e. the individual that has the Bank’s shares registered to his
credit with a stock exchange member and those shares are included among the shares registered in
the Registry of Shareholders under the name of a registration company) (“Unregistered
Shareholder”) or if said certificate of ownership was sent to the Bank via the electronic voting
system, and in the case of a shareholder registered in the Bank’s Registry of Shareholders, the voting
paper shall only be valid when accompanied by a photocopy of an ID, Passport or Certificate of
Association. This voting paper must be produced for the Bank, to the address specified in Section 8
below, along with the documents attach therein, as stated above, no later than four hours prior to
the time the Meeting is convened, i.e. up to 11 July 2016, at 10:00 AM.
10. Time of Adjournment of the Electronic Voting System: Unregistered shareholders may vote on all of
the items on the agenda of the General Meeting, via an electronic voting paper as well, which shall
be transferred to the Bank via the electronic voting system. Voting will only be possible up to 6
hours prior to the convening of the General Meeting, i.e. by 8:00 AM on Monday, July 11, 2016.
11. Address of the Bank for the Depositing of Proxy and Position Papers: The Bank’s registered office,
Beit Leumi, 34 Yehuda HaLevi St., Tel Aviv, 65136-16, near the Bank Secretariat (11th floor).
12. Final Date for Producing Position Papers for the Bank: Up to 10 days prior to the date on which the
General Meeting convenes i.e. by July 1, 2016 (inclusive).
13. The Final Date for Producing the Board of Directors’ Response to a Position Paper: Up to 5 days prior
to the date on which the General Meeting convenes i.e. by July 6, 2016 (inclusive).
14. Address of the distribution website of the Securities Authority and the website of the Tel Aviv Stock
Exchange Ltd. (“the Stock Exchange”), where the voting papers and position papers are located:

The Distribution Website of the Securities Authority: http://www.magna.isa.gov.il/

The Notices Website of the Stock Exchange: http://maya.tase.co.il/
15. An unregistered shareholder is entitled to receive a certificate of ownership at the branch of the
stock exchange member or via mail delivery, if he requested it. A request on this item shall be given,
in advance, to a specific securities account. An unregistered shareholder may instruct that his
certificate of ownership be transferred to the Bank via the electronic voting system.
16. An unregistered shareholder is entitled to receive, without consideration, a link to the text of the
voting paper and the position papers on the distribution website of the Securities Authority, via email from a stock exchange member through whom he holds his shares, unless he notified the stock
exchange member that he is uninterested in receiving said link, or that he is interested to receive
voting papers by mail for a fee; a notice regarding the voting papers shall also apply to the receipt of
position papers.
17. One or more of the shareholders, who on the determining date (June 9, 2016) holds a ratio that
constitutes five percent or more of the total voting rights in the Bank, as well as one who holds said
ratio out of the total voting rights that are not held by the controlling owners of the Bank, as defined
in Section 268 of the Companies Law (“Controlling Owner”), is entitled to review the voting papers
himself or via a proxy acting on his behalf, after the convening of the General Meeting, at the Bank’s
registered office, as specified in Regulation 10 of the Regulations.
The amount of shares that constitute 5% of the total voting rights in the Bank is: NIS 76,148,660* per
value of regular shares of the Bank.
*
As of June 2, 2016.
18. After the publication of the voting paper, there may be changes in the agenda and position
papers may be published. In such an event, it will be possible to review the updated agenda
and the position papers that will be published in the company reports on the distribution
website stated in Section 11 above.
A shareholder shall specify how he votes regarding the items on the agenda in the second
part of this voting paper.
*****
48
Voting paper – Second Part
The Companies Regulations (written vote and position papers), 5766-2005 (“the Regulations”)
Name of the Company: Bank Leumi Le-Israel Ltd.
Address of the Company (for depositing and delivering voting papers): Beit Leumi, 34 Yehuda
HaLevi St., Tel Aviv, 65136-16, 11th floor, near the Bank Secretariat.
Company No.: 52-001807-8
Date of the Meeting: 11 July 2016, at 14:00.
Type of Meeting: Annual.
The Determining Date: 9 June, 2016.
(The company shall fill out the statement up to this point).
Details of the Shareholders
Name of the Shareholder –
ID No. –
If the shareholder does not have an Israeli ID –
Passport No. –
The country in which it was issued –
Valid until –
If the shareholder is a corporation –
Corporation No. –
The country of incorporation –
49
The Voting Procedure
Number of the Item on the
Agenda
Manner of the Vote2
For
Against
Abstain
2. Reappointment of the
accounting firms
3. Election of a Director – Mr.
David Brodet
4. Election of a Director – Mr.
Yoav Nardi
5. Election of a Director – Ms.
Esther Levanon
6. Election of a Director – Ms.
Regina Unger
7. Election of a Director – Dr. Yofi
Tirosh
For shareholders who hold share via a stock exchange member (according
to Section 177(1) of the Companies Law) – This voting paper is only valid
when accompanied by a certificate of ownership, excluding cases in which
the vote is through the system.
For shareholder registered in the Bank’s Shareholders’ Registry – The
voting paper is valid when accompanied by a photocopy of the ID /
Passport / Certificate of Association.
Date
2
Signature
Failure to mark a vote shall be deemed an abstention on that item.
50
Appendix A
Declaration of Candidate to Serve as a Director (Who is not an External Director or ED) of Bank
Leumi le-Israel Ltd
I the undersigned David Brodet, ID Number 000088179, of 4 Michelson, Nayot, Jerusalem
make this declaration as a candidate for being appointed a Director of Bank Leumi le-Israel B.M.
(the “Bank”):
1. Personal details
1.1
Name: David Brodet
1.2
ID Number: 000088179
1.3
Birth Date: October 30, 1944
1.4
Address for service of process: Bank Leumi, Yehuda Halevi 34, Tel-Aviv
1.5
Citizenship: Israeli
1.6
Residency: Israeli
2. I am not/I am an employee of the Bank, its subsidiary, of a related company or of an
interested party in it (and if yes – the position or positions held): Chairman of the Board
of Directors - Bank Leumi le-Israel Ltd.
3. Eligibility
I have the qualifications that are required for service as a Director of the Bank and in
particular, I have education, knowledge, experience or expertise in one or more of the
following fields: banking, financial activity, economic or business activity, law, finance,
accounting, risk management, regulatory compliance, information technology and/or a
different confirmed field and that I am able to dedicate the appropriate time to fulfill the
position of a Director of the Bank, taking note of, inter alia, the scope of the Bank’s
activity and of its size.
My said qualifications are as follows1: [education, qualification, experience]:
3
3
The candidate must attach his CV to this Annex including at least, details of his education and occupation
in the last 5 years as required.
** The candidate must attach to this Annex his declaration to serve as director in Bank Leumi.
51
3.1
Education:
Degree/Academic
Certificate
Profession/Major Field
B.A
Economics and Political The
Sciences
University
Hebrew
M.A
Economic
Hebrew
Supplementary Training
in Macroeconomic Policy
Supplementary Training
in the Salzburg Seminar
Academic Institution's
Name
The
University
IMF
USIA
3.2
Professional certificates:
Attached.
3.3
Details of the main occupations in the last five years, with details of the
corporations in which he serves as director (please specify number of service
years in each position)2:
According to the attached CV.
3.4
In light of my education, experience, past and current employment, and my
skills, I have a professional qualification, as defined below, on the basis of what
has been specified above. The following are additional details beyond those
stated in section 3.3 above which are relevant to the matter of my education
and experience, which indicate the fulfillment of the conditions and tests
which establish that I have such qualifications:
Academic education: In the fields of economy – first and second degree from
the Hebrew University.
Public service: the Budgets Supervisor, Director General of the Finance
Ministry.
Banking: Chairman of Bank Mizarhi, Tefahot, Bank Leumi, Bank Leumi USA,
President of the Association of Banks.
Business occupation: VP Finance of the Israeli Aerospace Industry, Chaiman of
Karnit, Chairman of Amitim, Director in Direct Insurance
52
Documents and certificates supporting my declaration, as stated in this
section, have been provided to the Bank’s Secretariat.
4
3.5
skills, I have an accounting and financial expertise, as defined below, on the
basis of what has been specified above. The following are additional details
beyond those stated in section 3.3 above that are relevant to the matter of my
education and experience, which indicate the fulfillment of the conditions and
tests establishing that I have the said expertise:
VP Finance of the Israeli Aerospace Industry, Chairman of Amitim (Investment
Committees), Chaiman of Karnit, Financial Consulting, fund raising for the
State, for U.S guarantees as well as sovereign debentures of the State of Israel.
For purpose of this section above:
“Professional qualification” –an academic degree as required in one of the
conditions described in paragraphs (1) or (2) below, or experience as required
in paragraph (3) below:
(1) An academic degree in one of the following professions: economics,
business administration, accounting, law and/or public administration; (2) A
different academic degree, or the completion of a different form of higher
education studies, all within the field of the Bank’s business or in an area
which is relevant to the position; (3) At least five years of experience in one of
the following, or a cumulative experience of five years in at least two or more
of the following: (a) in a senior position in the area of business management
of a corporation whose business is of a substantial size; or (b) in a senior public
service position or in a senior position in the public service; or (c) in a senior
position in the banking field.
“Director with accounting and financial expertise” shall mean a person who,
in the view of the Board of Directors meets the following conditions: a director
who because of his education, experience and qualifications, possesses a high
level of expertise and understanding in the business-accounting matters and
financial statements, in a manner that allows him to understand in detail the
4
53
Bank's financial statements and to raise a discussion with respect to the
manner in which the financial data is presented.
In assessing the accounting and financial expertise by the Board of Directors,
the following considerations will be taken into account, inter alia: the
director’s education, experience, and knowledge of the following subjects: (1)
accounting issues and the issues of accounting supervision typical to the
banking sector and to companies of the size and complexity of the Bank; (2)
the tasks of the external auditor, and the duties imposed on him; (3) the
processes for preparing financial statements and their approval according to
the Securities Law, 1968 and the Companies Law.
3.6
A director who estimates that he does not have an accounting and financial
expertise, is requested to declare if he is has the capability to read and
understand financial statements – yes/no [delete the unnecessary].
3.7
In light of my education, experience, past and present occupation and my skill,
as aforesaid, to my best estimate, I have a "banking experience" 3 – yes/no
[delete the unnecessary].
4. I have not, during the past five years, been convicted in any final ruling of any of the
offences described below, as determined in Section 226 of the Companies Law:
4.1
Offences pursuant to Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428
of the Penal Law, 1977, and pursuant to Sections 52c, 52d, 53(a) and 54 of the
Securities Law.
4.2
A conviction in a court outside of Israel for bribery, fraud, corporate director
crimes or crimes involving exploitation of inside information.
4.3
A conviction in a court regarding any other offence, regarding which the court
has determined that because of its substance, severity or circumstances, I am
not fit to serve as a director in a public company. There is no pending lawsuit
against me on an offence as foresaid.
5
5
According to Directive 301 at least a fifth of the entire directors will have a proven banking experience.
Following are instructions of the Supervision regarding the definition of "banking experience" as referred
to in Section 25 of Directive 301: Having a senior managerial experience in a banking corporation; serving
as director in a banking corporation for a cumulative period of at least 10 years; serving as chairman of
board of directors for a cumulative period of at least 3 years; who was partner in an external auditors
office that is responsible for managing the audit in a banking corporation for a cumulative period of at
least 5 years [conditional to fulfilling the rule of independence stipulated in the Proper Conduct of
Banking Business Regulation and provisions of any law]
54
5. No enforcement measures have been imposed upon me, by an administrative
enforcement committee6, which prohibit me from serving as a director of a public
company.
6. I am not a minor, incompetent and was not declared bankrupt5
7. My other duties and occupations do not or may not create a conflict of interest with my
position as a director of the Bank, and do not impair my ability to function as a director
of the Bank.
8. I meet all the conditions for holding the position of a director in a banking corporation
without a controlling core, in accordance with the provisions of the Banking Ordinance,
including the following:
8.1
Neither I nor my relatives hold controlling means of any kind in a bank, a
corporation controlled by the bank or in a "substantial holder", excluding the
holding of traded shares at a rate not exceeding a quarter of a percent of the
issued and paid-up capital of any of them.
yes/no [delete the unnecessary]
Detail:
____________________________________________________________
____________________________________________________________
8.2
8.2.1
In the two years preceding the date of the appointment, or from the date of
the appointment and onward, I or any party who has a “close association”
to me have an association to the Bank or to a corporation controlled by the
Bank, to an office holder of the Bank or to a “substantial holder” [It is to be
clear that the serving as director of the Bank of a candidate for an additional
term will not be considered an association];
Detail:
____________________________________________________________
________________________________________________________
6
5
A committee appointed to section 52FF(a) of the Securities Law, 1968.
As long as I was not discharged
55
8.2.2
From the date of the appointment and onward, I have an association to a
relative of an office holder of the Bank, to a relative of a “substantial
holder” or to a partner of a “substantial holder”; It is to be clarified that the
serving as a director of the Bank of a candidate for an additional term will
not be considered an association.
Detail:
____________________________________________________________
________________________________________________________
8.3
I or someone who has "close association" with me have a business or
professional association with the Bank or with a corporation controlled by the
Bank, with an officer of the Bank, or with a “substantial holder” who proposed
me as a candidate for service as a director of the Bank, even if such association
is not in the ongoing course.
Detail:
____________________________________________________________
________________________________________________________
8.4
A director whose candidacy was proposed by the Committee for the
Appointment of Directors pursuant to Section 11D(A)(1) of the Banking
Ordinance (“the Committee”) hereby further declares that:
8.4.1
I do not have an association to a member of the Committee at the time of
the appointment;
8.4.2
I am not a Minister, Deputy Minister or Member of the Knesset, nor do I
have a personal, business or political association with a Minister, Deputy
Minister, nor am I a public servant or an employee of a statutory
corporation;
8.4.3
I have not been convicted of any offense which, because of its substance,
severity or circumstances, renders me not fit to serve in the position, and
there is no pending indictment against me relating to such an offense
56
As require, please detail:
____________________________________________________________
________________________________________________________
For the purpose of section 8 above:
“Close Association” – the relationship between a person and his relative, partner,
employer, or a person to whom he is reporting either directly or indirectly and a
corporation of which he is a controlling shareholder;
“Association” – an employment relationship, business or professional association in the
ordinary course excluding insubstantial connections, and also service as an office holder,
however a retail business association between a corporation and a customer will not be
considered an association;
“Substantial Holder” – whoever holds more than two and a half percent of a certain
type of control means in a banking corporation, whoever controls such a holder,
whoever is controlled by anyone of them, a member of an association of holders as
defined in Clause 11D(A)(3)(b), whoever controls a member of such an association of
holders, and whoever is controlled by anyone of them. For a list of substantial holders in
the Bank, see the Bank’s website, at www.leumi.co.il.
“Office holder” – as defined in the Companies Law, and any other employee who
reports to him directly.
9. My duties or other occupations do not create or may not create a conflict of interests
with my duty as a director in the Bank, and they cannot affect my ability to serve as
director –
Detail:
____________________________________________________________
________________________________________________________
10. To my best estimate, I meet the conditions which are required to classify me as an
independent director6.
11. I hereby declare that there is no any prevention or restriction to my appointment as
director in the Bank including, inter alia, pursuant to Directive 301 in the Proper Conduct
of Banking Business Regulation, The Banking Ordinance, 1941; The Banking Law
(licensing), 1981, and/or by any law, including, inter alia, because of serving in other
corporations in which I serve.
12. The Bank communicated to me all the details in the subject of directors' salary as
customary in the Bank and I agree to them.
57
13. If and as far as there will be a change in the aforesaid, including if a condition that is
necessary by law for my service as director in the Bank will cease to exist, I undertake to
immediately notify the secretariat on this.
14. This is my name, this is my signature and the all the above mentioned is the truth.
Date: May 15, 2015
[signature]
__________
Confirmation:
I, Advocate David Sachstein hereby confirm that Mr. David Brodet whom I
know personally/who identified himself/herself to me with his/her ID No. ___________,
after I warned him/her that he/she must declare the truth and that he/she will be subject to
penalties prescribed by law if he/she does not do so, confirmed the accuracy of his/her
aforesaid declaration, and signed it before me.
Date: May 15, 2015
Stamp]
Name and Signature of Advocate: [signature + Advocate's
7
6
"Independent director" – an external director or an individual who serves as director, for whom the
following conditions are fulfilled: (1) For whom the qualification conditions for appointing an external
director pursuant to Section 240(B) till (F) of the Companies Law are fulfilled and the Audit Committee
approved it; (2) does not serve as director in the Bank over nine consecutive years (Companies Law
Section1).
58
Conditions for serving as director in a bank with no controlling interest
Sections 11e(b)-(e) [to the Banking Ordinance]
(b)(1) In a banking corporation with no controlling core, no director shall be appointed or serve if
one of the following applies:
(a) He or his relative hold means of control of any kind in the banking corporation, a corporation
controlled by the banking corporation or in a substantial holder, except holding tradable shares at
a rate not exceeding a quarter of a percent of the issued and paid capital thereof;
(b) A person or anyone in close relationship with him, that, 2 years prior to his appointment or
from the date of his appointment, have an association to the banking corporation or to a
corporation controlled by the banking corporation, to an office holder in the banking corporation
or to a substantial holder and whoever, from the date of the appointment onwards, has an
association to a relative of an office holder in the banking corporation, to a relative of a
substantial holder or to a partner of a substantial holder; for this purpose, an office as a director in
a banking corporation with no controlling core of a candidate to an additional term as
abovementioned, shall not be regarded as association.
(2) Without derogating from the provisions of section (1)(b), a person or anyone in close
relationship with him that have business or professional relations with the banking corporation or
with a corporation controlled by the banking corporation, with an office holder in the banking
corporation or with a substantial holder who proposed that person as a candidate for directorship,
shall not serve as a director even if the as abovementioned are not ongoing, except insubstantial
relations.
(3) Without derogating from the provisions of sections (1) and (2), a person whose candidacy was
proposed by the committee according to section 11d(a)(1), shall not be appointed or serve as a
director if one of the following exists:
(a) At the time of appointment, he has an association with a committee member;
(b) The provisions of section 36b(b)(3) of the Banking (Licensing) Law apply;
(c) He was convicted of a crime that due to its nature, its severity or its circumstances, he is not fit
to serve as a director, or he is charged with a crime as abovementioned;
(d) The provisions of section 240(c) of the Companies Law apply;
(4) A director whose candidacy was proposed by the committee according to section 11d(a)(1),
shall have professional capacity, or accountancy and financial expertise, according to section
240(a1) of the Companies Law.
(c) Notwithstanding the provisions of subsection (b), a director serving in a banking corporation
prior to it becoming a banking corporation with no controlling core, may continue serving till the
end of his term even if he does not fulfill the conditions set out in the abovementioned subsection,
but no more than 3 years from the date the banking corporation became a banking corporation
with no controlling core, whichever is earlier.
(c1) The supervisor may approve the appointment or service as director of a person that, two
years prior to the appointment or from the date of appointment onwards, has, or whoever has a
close relationship with him has, an association to a substantial holder, to a relative of a substantial
holder or to a partner of a substantial holder, even if that association is not insubstantial, where he
finds that under the circumstances, the association does not give rise to a concern of conflict of
interests in the service as director.
(d) The provisions of this section shall prevail over any contradicting legal provision.
(e) In this section “General Meeting”, “Special Meeting” and “Annual Meeting” - as defined in the Companies
Law;
59
“Close Relationship” - as defined in section 36b(a) of the Banking (Licensing) Law;
“Association” - employer-employee relations, ongoing business or professional relations, except
for insubstantial relations, and serving as an office holder; however, retail business relations
between a banking corporation and a customer shall not be considered as association;
“Substantial Holder” - whoever holds more than two and a half percent of any type of means of
control in a banking corporation, whoever controls a holder as mentioned, whoever is controlled
by any of the above, a member in co-holders as per section 11d(a)(3)(b), whoever controls a
member in said co-holders, and whoever is controlled by any of them.
April 2016
David Brodet
[email protected]
Education: A bachelor's degree in Economics and Political Science from the Hebrew University
in Jerusalem (BA – 1969).
A master's degree in Economics from the Hebrew University (MA – 1973).
Supplementary training in macro-economic policy – IMF (1979).
Current Occupations: Chairman of the Board of Directors of Bank Leumi since 2010
Current Public Positions:
Chairman of the Jerusalem Fund Executive Committee (since 1998),
Chairman of the Hadassah Academic College Executive Committee (since 1989),
Chairman of the Foerder Institute for Economic Research near Tel Aviv University (since 2011),
Member of the Cameri Theater's Executive Committee (since 1998),
member of the Executive Committee of the Jerusalem Institute for Israel Studies (since 2007).
Civil Service: Around 30 years in the civil service as, among other positions:
Director General of the Finance Ministry (1995 – 1997).
The Budgets Supervisor at the Finance Ministry (1991-1994),
Senior Deputy Director General in the Industry and Trade Ministry (1987-1983).
Economist and Manager in the Economic Planning Authority (1968-1982),
A partner in the Stabilization of the National Economy Plan in the field of price controls (19841987).
Head of the Israeli delegation to the economic talks with the Palestinians in Paris (1993-1994).
Chairman of Many Governmental and Public Committees on a variety of issues regarding the
national economy:
The defense budget (2006-7),
Holdings of non-banking corporations owned by the banks (1995),
Dual listing on the stock market (1998), the Postal Sector (1998-9),
The capital market (1996),
Public Options (1994-5),
60
Criteria for the construction of public buildings (1994),
Medical malpractice (1999),
The status of the National Insurance (2005),
The flour mills industry (1989).
Member of the Committee for Tax Reform (the 2000 Ben Bassat Committee),
Member of the Committee for Perception of Security (the 2004-6 Meridor Committee).
Editor of "Israel 2008 – Socioeconomic Vision and Strategy in a Global World" (2008).
Positions in the Business Sector,
Chairman of Bank Leumi USA (2012 – 2015)
Chairman of Bank Mizrahi and Bank Tefahot (1997-1998),
Chairman of the Yes Satellite Television Company (1999-2004),
Chairman of the Blue Square Retail Chain (2000-2003),
Chairman of the Imagist Board of Directors (1998-2000),
Chairman of the Apex Venture Capital Advisory Committee (1999-2002),
Member of the Blue Square Cooperative Society Nominated Committee (2000-2009),
Chairman of the Pension Fund Investment Committee of Makefet & Provident Fund (2003-2010),
Chairman of the Pension Fund Investment Committee of The Israel National Labor Federation
(2008-2010),
Chairman of the Hadassah Hospital (1999-2008),
Chairman of Atlantium – Water Purification via Laser Startup Company (1997-2001),
Chairman of Karnit, the Government Insurance Corporation (1994-1998),
Chief Financial Officer (CFO) of the Israeli Aerospace Industry (1987-1991).
Chairman of Bank Leumi USA (2012 – 2015),
Between 2002-2010: Owner of the "David Brodet Ltd." managerial and economic consulting
firm.
Public Service in the Past:
President of the Association of Banks in Israel (2011 – 2014),
Chairman of the Ben Gurion University Executive Committee (1998-2010),
Chairman of the Board of Trustees of the Fund for Care for Wards (2008 – 2016)
Chairman of the Falk Institute for Economic Research Board of Trustees (1998-2010),
Chairman of the Exemptions and Mergers Advisory Committee at the Antitrust Commissioner
(2006-2010),
Chairman of the Public Committee for Statistics (2007-2012),
Member of the Mishkenot Sha'ananim Board of Directors (2001-2010),
Member of the Board of Directors of Caesarea Fund (1994-2004),
Academic Director of the Caesarea Forum (Conference) (2005-2010).
Director in Business Firms:
Israel Corp., Aloni Hetz, TEVA, I.D.I. Insurance Company, Amnat, IKEA, Hamashbir
Lazarchan, Elta, the Israeli Aerospace Industry, Milgam, the Caesaria Development Company,
the Caesarea Fund, Global Medical.
Lecturer in higher education institutions:
The Hebrew University in Jerusalem (School of Business Management 1998-2009),
Ben Gurion University (Public Policy 1998-2007),
Ruppin College (Economics 1972-2006),
The Interdisciplinary Center Herzliya (Business Management and Governance 2006-2010)
The National Security Collage (Haifa University 2005- ).
61
Appendix A
Leumi le-Israel Ltd
I the undersigned Yoav Nardi, ID Number 634618, of Malachi 8, Ramat Gan 52246
(the “Bank”):
1. Personal details
1.1
Name: Yoav Nardi
1.2
ID Number: 634618
1.3
Birth Date: November 3, 1944
1.4
Address for service of process: Malachi 8, Ramat Gan 52246
1.5
1.6
Residency: Israeli
interested party in it (and if yes – the position or positions held):
___________________________________________________________________
_____________________________________________________________
____________________________________________
3. Eligibility
8
8
62
3.1
Education:
Degree/Academic
Certificate
Name
B.A degree – 1970-1973
Economics
The
University
Hebrew
M.A degree – 1973-1975
Business Administration, The
Finance
University
Hebrew
3.2
______________________________________________________________
____________________________________________________________
______________________________________________________________
3.3
As of July 2010 serves as Director in Bank Leumi and also serve, inter alia, as
Member of the Audit Committee and Credit Committee. In addition, serves
voluntarily as Chairman of the Investment Committee of the National Library
in Jerusalem and Chairman of the Investment Committee of Yad Sara
Association.
3.4
Having a broad and varied banking experience, in the credit area as well as in
subjects of assets and liabilities management of a banking corporation. I serve
as Director in Bank Leumi already for some 6 years.
63
9
3.5
I have a first degree in economics and second degree in business
administration specializing in fiancé. I was regularly involved in the past in
preparing the financial statement of the Jerusalem Bank, including preparing
the directors' report. I am Member of the Audit Committee of Bank Leumi that
discusses and approves the financial statements of the Bank.
9
64
3.6
3.7
4.1
Securities Law.
4.2
4.3
10
10
65
company.
of the Bank.
8.1
Detail:
I do not hold any control means.
8.1.1
Detail:
____________________________________________________________
________________________________________________________
11
5
66
8.1.2
Detail:
____________________________________________________________
________________________________________________________
8.2
Detail:
____________________________________________________________
________________________________________________________
8.3
8.3.1
the appointment;
8.3.2
corporation;
8.3.3
67
____________________________________________________________
________________________________________________________
director –
Detail:
____________________________________________________________
________________________________________________________
68
Date: May 15, 2015
[signature]
__________
Confirmation:
I, Advocate David Sachstein hereby confirm that Mr. Yoav Nardi whom I know
personally/who identified himself/herself to me with his/her ID No. ___________, after I
warned him/her that he/she must declare the truth and that he/she will be subject to
Date: May 15, 2015
Stamp]
Name and Signature of Advocate: [signature + Advocate's
12
6
Section1).
69
Conditions for serving as director in a bank with no controlling core
(b)(1) In a banking corporation with no controlling interest, no director shall be appointed or
serve if one of the following applies:
corporation controlled by the banking corporation, to an officer in the banking corporation or to a
substantial holder and whoever, from the date of the appointment onwards, has an association to a
relative of an officer in the banking corporation, to a relative of a substantial holder or to a partner
of a substantial holder; for this purpose, an office as a director in a banking corporation with no
controlling interest of a candidate to an additional term as abovementioned, shall not be regarded
as association.
(2) Without derogating the provisions of section (1)(b), a person or anyone in close relationship
with him that have business or professional relations with the banking corporation or with a
corporation controlled by the banking corporation, with an officer in the banking corporation or
with a substantial holder who proposed that person as a candidate for directorship, shall not serve
as a director even if the as abovementioned are not ongoing, except insubstantial relations.
(3) Without derogating the provisions of sections (1) and (2), a person whose candidacy was
prior to it becoming a banking corporation with no controlling interest, may continue serving till
the end of his term even if he does not fulfill the conditions set out in the abovementioned
subsection, but no more than 3 years from the date the banking corporation became a banking
corporation with no controlling interest, whichever is earlier.
interest in the service as director.
Law;
70
insubstantial relations, and serving as an officer; however, retail business relations between a
banking corporation and a customer shall not be considered as association;
71
January 2016
Curriculum Vitae
Name:
Year of Birth:
Address:
Telephone:
e-Mail:
Marital Status:
Yoav Nardi
1944
8 Malachi, Ramat Gan 52246
03-6749529, 050-5543999
[email protected]
Married + 4
Employment and Professional Experience
2010 onward
A director in Bank Leumi
Chairman of the Investment Committee of the National Library in Jerusalem (on a
voluntary basis)
Chairman of the Investment Committee of the Yad Sarah Association (on a
voluntary basis)
1995-2010
Deputy CEO and a member of the Bank of Jerusalem's management for the entire
period. As part of my duties in the Bank I accompanied the Bank's transformation
from a mortgages bank to a trading bank.
In recent years I have served as the Head of the Capital Market and Investments
Department and as the Bank's Financial Risks Manager. The following departments
were subordinate to me: the Securities Department, the Foreign Exchange
Department, the Savings and Deposits Department, and the Economic and Risk
Management Department.
I was a member of the Internal Credit Committee, Chairman of "Jerusalem
Financing", the Bank's Offerings Company, and a member of a number of Boards of
Directors of the Bank's subsidiaries.
1988-1994
Chief Economist, the First International Bank.
As part of my duties, I organized a wide variety of economic issues, the pricing of
financial products and the organization of managerial reports.
1987-1988
Economist, Comptroller of the Currency, Washington DC, USA, the entity which
supervises banks with federal licenses.
1974-1988
A wide variety of positions in the supervision of banks in the Bank of Israel, which
include – an economist in the Mortgages Unit and the Head of the team responsible
for monitoring the foreign offices of Israeli banks.
Education
1973-1975
MBA Degree specializing in Financing, Hebrew University, Jerusalem
72
1970-1973
Bachelor's Degree in Economics, Hebrew University, Jerusalem
Military Service
1962-1965
Served as a combat soldier in the Paratrooper Brigade
73
Appendix A
Leumi le-Israel Ltd
I the undersigned Ester Levanon, ID Number 008001034, of Nakash 9/33 Petah- Tikva
(the “Bank”):
15. Personal details
15.1 Name: Ester Levanon
15.2
15.3
Birth Date: May 29, 1946
15.4
Address for service of process: Nakash 9/33 Petah- Tikva 4976004
15.5
15.6
Residency: Israeli
17. Eligibility
13
13
The candidate must attach his CV to this Annex including at least, details of his education and
occupation in the last 5 years as required.
74
17.1
Education:
Degree/Academic
Certificate
Name
Advanced Management
Program
Business Administration
Harvard Business
School
M.Sc.
Mathematics
The Hebrew
University, Jerusalem
B.Sc.
Mathematics, Physics
The Hebrew
University, Jerusalem
17.2
Graduation certificates of Harvard and the Hebrew University (attached).
17.3
 CEO, the Stock Exchange (7.5 years)
 Director in AMI Fund (year +)
 Director in ZAP Group (about 10 months)
 Director in Malam-Team (5 months)
 Audit Committee of Tel Aviv University (about 2 years)
 The Executive Committee of the Tel Aviv Jaffa Academic College (about
two years)
17.4


Academic education and senior management course in Harvard
Managerial experience of over 35 years in the Stock exchange and the
ISA
75

Managing the Stock Exchange, the Stock Exchange clearing house and
the MAOF clearing house
14
17.5



Academic education in mathematics and senior management course in
business administration
Managing a Stock Exchange and clearing houses (shares, debentures,
derivatives)
Managing a financial institution that reports (annually) in accordance
with the rules that apply to public companies
14
76
17.6
understand financial statements.
17.7
as aforesaid, to my best estimate, I have a "banking experience"3 – No
18.1
Securities Law.
18.2
18.3
15
15
77
company.
of the Bank.
22.1
Yes (meaning we are not holding).
22.2
22.2.1 In the two years preceding the date of the appointment, or from the date of
No
Detail:


My husband and I hold a regular retail account in Bank Leumi
My husband has a supplementary training fund at Psagot which is a
substantial holder in the Bank.
16
5
78

My husband previously advised the Atomic Energy Committee on
subjects of nuclear safety – the only one in the State which is a
substantial holder in the Bank.
In my opinion the three specified issues concern a negligible
insubstantial association.
22.2.2 From the date of the appointment and onward, I have an association to a
No
22.3
No
22.4
22.4.1 I do not have an association to a member of the Committee at the time of
the appointment;
22.4.2 I am not a Minister, Deputy Minister or Member of the Knesset, nor do I
corporation;
22.4.3 I have not been convicted of any offense which, because of its substance,
____________________________________________________________
________________________________________________________
79
director –
Yes
Yes
Date: May 6, 2016
[signature]
__________
80
Confirmation:
I, Advocate Nadav Kolitz hereby confirm that Ester Levanon whom I know
personally/who identified himself/herself to me with his/her ID No. 008001034, after I
Date: May 6, 2016 Name and Signature of Advocate: [signature + Advocate's Stamp]
17
6
Section1).
81
Nakash 9 Petah- Tikva 4976000
Phone (054) 4363187 (03) 6474303
e-mail: [email protected]
Ester Levanon – Curriculum Vitae
_________________________________________________________________________
General background
Many years of experience in managing big systems and
organizations as CEO, Chairman of the Board and Member of
Management
Experience as Director in an investment fund abroad
In-depth knowledge of the financial sector and the capital market.
Many years of experience in a senior position in the defense sector.
Extensive experience in international activity and appearance in
international media.
Extensive experience in initiation and establishing big and complex
systems.
In-depth background in the field of information technology.
Experience in management of highly regulated field.
Professional Experience
2016-
Director Malam-Team
2015-
Director
Ami Fund, Guernsey (Advised by Apax Partners)
Director ZAP Group, Israel
Director Swan, Zebra Israel (SVP's of AMI)
2014Member of the Audit Committee – Tel Aviv University
Member of the Executive Committee – The Tel Aviv Jaffa
Academic College
82
2006 – 2013
The Stock Exchange
CEO
Chairwoman of the Exchange Offices' Board of Directors,
Director in the Exchange, in the Exchange's clearing house and
in the MAOF clearing house
In my term of service the Exchange was upgraded by MSCI and
FTSE to a status of developed market and signed collaboration
agreements with the world leading stock exchanges.
1986-2006
The Stock Exchange
Deputy Manager (Senior Deputy Manager, Deputy Manager) –
Manager of Information Technology and Operations
Department
Responsible for converting the Stock Exchange in Tel Aviv to a
fully computerized exchange; To its upgrade into one of the world's
leading exchanges and one of the units that enable doing a
complete computerized trade in all the markets: stock, debentures,
derivatives, and short term loans beside a sophisticated and fully
computerized clearing system.
1976-1985
Israel Security Agency
Manager of Information Technology Department
In 1976 I initiated and established the computer department of the
ISA and headed it until 1985.
1972-1976
Contahal – software House
System Analyst and Computer Consultant to the ISA
Education
1998
Harvard Business School, Cambridge, MA
83
Advanced Management Program (AMP155)
1985
The Inter-Service Higher Course for Intelligence
1967-1968
The Hebrew University, Jerusalem
M.Sc. in mathematics – thesis in the field of the number theory
1964-1967
The Hebrew University, Jerusalem
B.Sc. in mathematics and physics
Membership in
Organizations
Member in the Board of Trustees of the Tel Aviv Jaffa Academic College
Member of the Board of Gnazim Institute (the Hebrew literature archive)
Appendix A
Leumi le-Israel Ltd
I the undersigned Regina Ungar, ID Number 058099656, of Hamarganit 82 Ramat Gan
(the “Bank”):
29. Personal details
29.1 Name: Regina Ungar
29.2
ID Number: 058099656_
29.3
Birth Date: February 26, 1963
29.4
Address for service of process: Kineret 5 Bnei-Brak, Besser Building 3
29.5
29.6
Residency: Israeli
84
30. I am not an employee of the Bank, its subsidiary, of a related company or of an
interested party in it (and if yes – the position or positions held): I am not an employee of
the Bank or of its related company
________________________________________________________________________
________________________________________________________________________
31. Eligibility
accounting, risk management, regulatory compliance, information technology or a
18
I have the skills required to serve as Director in the Bank, because, inter alia, I have an
extensive and varied experience in serving as a professional director in numerous board
of directors in the past and at present as detailed in the attached Annex – Curriculum
Vitae.
Also, my experience as an academic lecturer in the area of accounting, audit and
instruction of directors, and my business experience in the area of management and
finance, as well as my being in the past a partner in DELOITTE accounting firm enable me
to have an understanding, inter alia, in many areas which are relevant to the Bank.
Additional emphases regarding my skills are:
A certified accountant, with an academic degree in accounting and economics from Tel
Aviv University. I also have a second degree in business administration from the same
university. Having an over 12 years of experience in the managerial and financial area of
very big scale companies. From that period having about two years of experience as CEO
of an investment company (KAMAN) and about 10 years as VP Finance of an entity with
big scale activity as detailed in the CV – see Annex (Leader Group – Shrem Fudim
Group), including managing a senior team. In addition, as part of my working as partner
in the office of Deloitte Brightman Almagor DELOITTE (about 7 years in that office) I
accumulated substantial experience in audit, accounting and financial reporting.
Owner of an independent consulting office in the areas of accounting, economics and
finance, guiding companies in processes of fund raising and also providing other
18
85
business support as required, serve as an expert on behalf of courts, deal with value
estimation, and also with professional consulting to directors.
Having an extensive experience in the various capital market areas – in my capacity in
Leader Capital Markets and in Leader itself I worked in both sides of the fence (as
underwriter in offerings and as raiser in offerings) with the capital market and the rating
companies.
Having an extensive board of directors experience as an independent director and as an
external director and also as board of directors chairwoman. In all cases I am classified
as a director with financial and accounting proficiency. The following are examples to
companies in which I am serving or have served as director:
Rafael Advanced Weapon Systems Ltd., serving also as Chairwoman of the Investments
Committee controlling billions.
ZIM Advanced Shipping Services Ltd. – representative of the bond holders.
Itamar Medical Ltd.
Yad Ben Zvi (The institute for the study of Jerusalem)
Previous tenures in public companies which shares are traded in the Tel Aviv Stock
Exchange –
Scailex Corporation Ltd.
Leader Capital Markets Ltd.
TAT Industries Ltd. – service as Chairwoman of the Board of Directors
TAT Industries Ltd.
Koor Industries Ltd.
MENDELSON Technical & Engineering Supply - KAMAN (2005) Ltd.- service as
Chairwoman of the Board of Directors and leading a streamlining and improvement
plan over there.
In addition to being a lecturer in Tel Aviv University in areas of audit, as part of my
academic activity I wrote articles and books in areas of audit, I ran preparatory courses
for the examinations of the Account Council and I lecture to this day in the Accounting
Faculty of the Tel Aviv University in the aforesaid areas. I also serve as lecturer in studies
of management training for directors in Tel Aviv University coordinated by Prof. Joseph
Gross, in which framework I lecture on the subjects of reading and understanding
financial statements, warning lights to the director, simulation of board of director's
meetings etc.
86
As part of my public activity I also acted as member of the CFO Forum and of the
Institute of Certified Public Accountants in Israel's committees. As part of my
membership in the Forum I served for several years as Chairwoman of the Reports
Committee in the Forum and was responsible for liaisng with the various regulators
including the Israel Securities Authority, the Tax Authority and other authorities.
I served as member of an Advisory Committee to the Government Companies Authority
regarding accounting principles, and since July 2013 I am also a member of the
Committee for Classifying Government Companies at the Companies Authority.
All the above mentioned duties enabled me to accumulate an extensive experience in
management including complex financial management, initiation of transactions,
contending with crisis situations, withstanding stress situations, complex financial
reporting, knowing the banking system, the stock exchange and capital market and
more.
In addition, as detailed below, my academic education is in areas that provide financial
qualification and understanding in business and financial issues.
31.1
Education:
Second Degree in business administration specializing in finance at the Tel Aviv
University.
Grades with honors in the examinations of the Institute of Certified Public
Accountants.
First Degree in economics and accounting in Tel Aviv University.
31.2
Accounting license
31.3
Attached Annex – CV summary referring to the aforesaid details, and also
clause 3 hereinabove.
________________________________________________________________
31.4
87
The relevant details for this clause are –
 A certified accountant
 With first degree in accounting and economics
 With second degree in business administration
 With over 12 years of experience in the managerial and financial area
of big companies (as CEO and as VP Finance)
 With extensive experience as partner in one of the biggest accounting
firms in Israel – DELOITTE
 Lecturing for over 20 years in the Accounting Department in Tel Aviv
University
 See details also in the CV summary attached as an Annex and in clause
3 hereinabove.
31.5
The relevant details for this clause are –
 A certified accountant
 With first degree in accounting and economics
 With second degree in business administration
 With over 12 years of experience in the managerial and financial area
of big companies (as CEO and as VP Finance)
 With extensive experience as partner in one of the biggest accounting
firms in Israel – DELOITTE
 Lecturing for over 20 years in the Accounting Department in Tel Aviv
University
___________________________________________________________
88
31.6
understand financial statements – Not relevant because I have an accounting
and financial expertise.
31.7
as aforesaid, to my best estimate, I have a "banking experience"3 – No
32.1
Securities Law.
32.2
32.3
89
19
company.
of the Bank.
36.1
Neither I nor my relatives hold controlling means as aforesaid.
Detail:
____________________________________________________________
____________________________________________________________
36.2
36.2.1 In the two years preceding the date of the appointment, or from the date of
19
20
5
90
term will not be considered an association]; No I do not have the said
association
Detail:
____________________________________________________________
________________________________________________________
36.2.2 From the date of the appointment and onward, I don't have an association
to a relative of an office holder of the Bank, to a relative of a “substantial
not be considered an association. No I do not have the said association
Detail:
____________________________________________________________
________________________________________________________
36.3
No [delete the unnecessary] below are details of insubstantial connections -
Detail: As indicated to the Committee for Appointing Directors – during the
last two years I prepared four value-estimation works for Migdal Insurance Ltd.
("Migdal") in return for insignificant amounts. In addition, I would like to
mention that my director insurance policies are managed at Migdal.
Also, a trustee according to Section 102 of the Tax Ordinance is holding on my
behalf shares of a public company in a trust account managed in companies of
the Meitav Dash Investment Ltd. Group.
In an opinion dated March 29, 2016 of the Legal Department of Bank of Israel
to the Committees members it was noted with regard to the value-estimation
works that according to its writers it concerns "connections that are not
ongoing and therefore it does not concern a prohibited association". It was
also determined in that opinion with regard to the directors insurance held at
91
Migdal that association is forbidden to a substantial holder unless the Bank will
determine that the concerned are business retail connections between the
Bank and the customer or insignificant connections. A similar determination
was mentioned in the said opinion regarding the trust account at Meitav Dash.
________________________________________________________
36.4
36.4.1 I do not have an association to a member of the Committee at the time of
the appointment;
36.4.2 I am not a Minister, Deputy Minister or Member of the Knesset, nor do I
corporation;
36.4.3 I have not been convicted of any offense which, because of its substance,
____________________________________________________________
________________________________________________________
92
director –
Detail:
____________________________________________________________
________________________________________________________
Yes
Date: May 6, 2016
[signature]
__________
Confirmation:
I, Advocate Orly Mena Shani hereby confirm that Regina Ungar whom I know
Date: May 8, 2016 Name and Signature of Advocate: [signature + Advocate's Stamp]
21
6
93
Conditions for serving as director in a bank with no controlling core
(b)(1) In a banking corporation with no controlling core, no director shall be appointed or serve if
one of the following applies:
corporation controlled by the banking corporation, to an office holder in the banking corporation
or to a substantial holder and whoever, from the date of the appointment onwards, has an
association to a relative of an office holder in the banking corporation, to a relative of a
substantial holder or to a partner of a substantial holder; for this purpose, an office as a director in
a banking corporation with no controlling core of a candidate to an additional term as
abovementioned, shall not be regarded as association.
(2) Without derogating from the provisions of section (1)(b), a person or anyone in close
relationship with him that have business or professional relations with the banking corporation or
with a corporation controlled by the banking corporation, with an office holder in the banking
corporation or with a substantial holder who proposed that person as a candidate for directorship,
shall not serve as a director even if the as abovementioned are not ongoing, except insubstantial
relations.
(3) Without derogating from the provisions of sections (1) and (2), a person whose candidacy was
prior to it becoming a banking corporation with no controlling core, may continue serving till the
end of his term even if he does not fulfill the conditions set out in the abovementioned subsection,
but no more than 3 years from the date the banking corporation became a banking corporation
with no controlling core, whichever is earlier.
interests in the service as director.
Section1).
94
Law;
for insubstantial relations, and serving as an office holder; however, retail business relations
between a banking corporation and a customer shall not be considered as association;
95
Annex
Regina Ungar – CV Summary
Personal Details
______________________________________________________________________________
Year of Birth: 1963
Status: Divorced + 2 (in a relationship)
Residence: Ramat Gan, Hamarganit 82
Professional Experience
______________________________________________________________________________
2013-Present – Professional Director in the companies listed below, lecturer in Tel Aviv
University in the framework of first degree in accounting, and in the framework of training
courses to directors, and owner of a consulting office in the area of accounting, economics and
finance, guiding companies in processes of fund raising, an expert on behalf of courts, and
more.
April 2013 – Present - Serves as Director in Rafael Advanced Weapon Systems Ltd. Serve as
Chairwoman of the Investment Committee and Chairman of the Finance Committee in this
company.
July 2014 – Present - Serves in ZIM Advanced Shipping Services Ltd. – an appointment of the
bond holders
June 2013 – Present - Serves as an External Director in Itamar Medical Ltd.
Previous Tenures –
December 2010 - January 2013- CEO of Kaman Holdings Ltd., office holder in various
companies in this group that included companies in the field of aerospace and metal industry,
trading with water treatment products, liquids etc. Joining the group after it encountered
difficulties. In that period I acted to implement a streamlining plan, improving the group's
structure and the structure of its debt, improving its subsidiaries and the business demo scene
such that most of them became strengthened by these processes (such as the Mendelson Group)
etc.
I served in this group as Chairwoman of TAT Industries Ltd. (while actively guiding the
businesses of TAT Technologies) and Chairwoman of Israel Mendelson Technical &
Engineering Supply Ltd. – while leading it to improved performance, introducing a partner and
expanding its activities.
96
February 2001- November 2011 - Deputy CEO and senior responsible person for finance matters
at Shrem Fudim Group and Leader Holdings and Investments Ltd. investment and consulting
companies in the areas of capital market, advanced technology, communication, industry and
more. As part of the duty I was involved in guiding and establishing Safra Fund (a substantial
hedge fund) and Leader Capital Markets (active in the area of underwriting, brokerage
offerings, 50% owner of Yelin Lapidot).
1995-Present – Lecturer in the Accounting Department of Tel-Aviv University in areas of
auditing.
Previous tenures in board of directorsJanuary 2011-January 2013 – TAT Technologies ltd.
April 2013-March 2014 – Koor Industries Ltd. – during my tenure the merger between Koor
Industries Ltd. and Discount Investment Corporation was successfully completed.
June 2009-April 2013 - Scailex Corporation Ltd.
January 2011-January 2013 – New Pharm Drugstores Ltd.
January 2011-January 2013-Mendelson Infrastructures and industries Ltd.
Academic Education
____________________________________________________________________________
______________________________________________________________________________
__
1987-1991
Second degree in business administration specializing in finance in Tel
Aviv University
1986
Passing cum laude the examinations of the Institute of Certified Public
Accountants
1983-1983
First Degree in economics and accounting in Tel Aviv university.
Writing and editing professional literature
______________________________________________________________________________
__
Writing and publication of books in the field of audit in collaboration with accountant Nir
Zichlinsky, including Audit Encyclopedia spreading over 4 volumes and some 2,000 pages),
one of the first lecturers in this area that wrote professional literature and supported its
development.
Writing dozens of professional articles in the accounting and audit areas etc. that were published
in newspapers and journals such as Globes, Haaretz, Accountnts' Journal etc.
Supporting the preparation of proposals for standards and opinions in the framework of the
Institute of Certified Public Accountants in Israel and the Accounting Standards Board
97
Languages
______________________________________________________________________________
Hebrew: native language
English: Very high level (speaking, reading and writing)
Professional, Public, Voluntary Activity
______________________________________________________________________________
__
Serving until 2011 as Chairwoman of the Reports Committee in the Forum in which framework I
was responsible for liaising with the Securities Authority, the Tax Authority and other entities. I
assisted in formulating publications that apply to the public companies. As part of this duty I
coordinated the finance managers' comments to the regulator's publications, including the Tax
Authority. I served as a member of the Central Committee of the Institute of Certified Public
Accountants and other committees of the Institute of Certified Public Accountants (I am
member to date in the Committee for Audit Standards) and the Association of Publicly Traded
Companies, in which framework I participated in professional discussions and writing
professional material.
As part of my public activity I serve as a member of the Board of Directors of Yad Ben Zvi, The
institute for the study of Jerusalem and also a member of "Beatsmi" Association which helps
men and woman who suffer prolonged unemployment to find stable and fair work.
98
Appendix A
Leumi le-Israel Ltd
I the undersigned Yofi Tirosh, ID Number 027737550, of Turei Zahav 21/18 Tel Aviv 66177
(the “Bank”):
1. Personal details
1.1
Name: Yofi Tirosh
1.2
1.3
Birth Date: July 27, 1970
1.4
Address for service of process: Turei Zahav 21/18 Str. Tel Aviv 66177
1.5
1.6
Residency: Israeli
3. Eligibility
99
22
3.1
Education:
Degree/Academic
Certificate
Name
Doctor (SJD)
Law
University of Michigan
Second Degree (LL.M)
Law
"
First Degree
Law
The
University
Hebrew
3.2
Membership of the Israel Bar Association
First, second, and third degree
3.3
Senior Lecturer in the Faculty of Law, Tel Aviv University
Member of the Equal Employment Opportunity Commission by appointment
of the Minister of the Economy
Member of inter-ethical committees as listed in the CV
Member of various legal committees – in the board of directors
3.4
22
100
Expert of labor law
Expert of anti-discrimination law
My research deal with regulation in various areas
Law internship in the Supreme Court; Doctorate from a leading U.S university
23
3.5
23
101
3.6
3.7
4.1
Securities Law.
4.2
4.3
24
24
102
company.
of the Bank.
8.1
Detail:
Neither I nor my relatives hold controlling means in the Bank
____________________________________________________________
8.2
8.2.1
Detail:
I or my relatives do not have an association to the Bank
________________________________________________________
25
5
103
8.2.2
Detail:
I do not have an association to a relative of an office holder
________________________________________________________
8.3
Detail:
I or my relatives do not have professional association with the Bank
________________________________________________________
8.4
8.4.1
the appointment;
8.4.2
corporation;
8.4.3
104
____________________________________________________________
________________________________________________________
director –
Yes/no [delete the unnecessary]
Detail:
My duties and occupation do not create a conflict of interests
________________________________________________________
Yes/no [delete the unnecessary]
105
Date: May 2, 2016
[signature]
__________
Confirmation:
I, Advocate Yizhar Hess hereby confirm that Yofi Tirosh whom I know
Date: May 2, 2016 Name and Signature of Advocate: [signature]
[Hebrew unclear] 28734
26
6
Section1).
106
Dr. Yofi Tirosh
Home:
Office:
Turei Zahav 21/18
Faculty of Law
Tel Aviv 66177
Tel Aviv University
Phone: 03-5102474
Tel Aviv 869978
Mobile: 054-7920900
Phone: 03-6406724
[email protected]
Education
Second degree (LL.M) and doctorate (SJD), The Michigan University Law School, Ann
Arbor, 2004.
Fellow in the Institute of Humanistic Studies, 2003-4
First Degree (LL.B), The Faculty of Law in the Hebrew University Jerusalem, 1997
Member of the editorial board of "Mishpatim" the magazine of the Faculty of Law in the Hebrew
University.
Employment
The Faculty of Law, Tel Aviv University, lecturer since 2008. Senior Lecturer since 2013.
Teach labor law, Jurisprudence, anti-discrimination laws, human rights clinic, body and law, food
and law.
Study the regulation in the employment market from aspects of increasing the employment
diversity and improving the corporate governance.
By virtue of my expertise in labor law serving, by appointment of the Minister of the Economy,
in the Equal Employment Opportunity Commission, where I provide consulting in questions of
balancing between the business interest of employers and their obligations by power of legislation
and regulation.
Research work mentor for MA and PhD in the area of labor law. So for example, I currently
mentor a research work dealing with regulation of employment conditions of work immigrants in
the area of nursing.
I am also researching the regularization of additional markets such as the food market (I recently
completed a research on the class action against Tnuva due to adding silicone to milk).
I organized a mock trial that received extensive media coverage, with participation of Supreme
Court Judge Hanan Meltzer that examined the legality of pricing flight tickets according to
passengers' body weight.
I organized the first international convention in Israel on the subject of Food Law, Tel Aviv
University 2011.
107
I organized (together with Prof. Menny Moutner) a convention on ultra-orthodox people in higher
education, Tel Aviv University 2013.
Rector's Prize for Outstanding Lecturer, 2014.
The Law School, the College of Management Academic Studies, Regular Lecturer, 2004-7.
Outstanding lecturer 2005.
The Faculty of Law of the Hebrew University in Jerusalem, Adjunct Lecturer, 2004-6.
University of Michigan, Women's Studies Department, Winter 2000, Graduate Student
Instructor.
Legal and extra-academic experience
The Supreme Court in Jerusalem, The Honorable Judge Michael Heshin, Intern 1997.
Research and writing opinion in all aspects of law, particularly in constitutional and
administrative law.
Israel Bar Association, member since 1998 (the membership is on freeze).
Itach-Maachi, Woman Lawyers for Social Justice, Management Member 2004-2014
www.itach.org.il
Tmura, The Israeli Anti-Discrimination Legal Center, Management Member, 2008-2014
Mediation course, "Gishur Neve Tsedek", 2005
The Israel Bar Association's Committee for Simplifying the Legal Hebrew, Member 20122015
The Committee for Examining an Agreement Model for Advancing Organs Donation from
the Deceased, Committee's Member by appointment of the Minister of Health, 2013. The
Committee formulated recommendations for new regulatory tools for giving consent to donation
of organs in light of the cultural-religious barriers in Israel.
The Committee for Examining the Age Criteria in Line for Organs Donation, Committee's
Member by appointment of the Minister of Health, 2013. The Committee examined the organs
108
donation market and recommended to cancel the maximum age in waiting for a donation. Its
recommendations were accepted and implemented.
Equal Employment Opportunity Commission, Member by appointment of the Minister of the
Economy, of the Advisory Committee to the Commission on questions of policy, regulation and
law since 2013.
The National Council for Nutritional Security, voluntary consulting 2012-2013. The Council
deals with the economic policy of the State of Israel for ensuring the nutritional security of its
citizens, with all the meanings of this term, including food prices, "painted" transfer payments,
school meal programs, and more.
Tel Aviv University Senate, Member 2005-2014.
Relevant Judicial Interpretation. Proposes ongoing judicial interpretation in leading media
stages, in television, radio and Israeli press.
Member of Hiring Committees for senior positions in the public service from time to time.
Lectures in areas of my specialty: Lecturing regularly in trainings for judges, prosecutors,
lawyers and other relevant professional groups.
Selected Publications
Yofi Tirosh, "Proper Representation to Both Genders in the Civil Service: Amendment No' 7 to
the Civil Service Law (Appointments), 1959: Its interpretation and Guidelines to its
Implementation" MISHPATIM (1998) 183.
The paper won the George Webber Prize for an outstanding student paper on behalf of the
Hebrew University.
Yofi Tirosh, "A Story of Rape, No More: on the politics of textual representation in Criminal
Appeal 3031/98 State of Israel V. Dan Shabtai" Mishpatim 31(3) (2000) 622-579.
Yofi Tirosh, "Proper Representation in the Israeli Law – Realistic Interim Summary", Michael
Heshin Book (The Israel Bar Association and Mishpatim Journal), (2009) 741-669.
109
Yofi Tirosh and Adam Shenar, "Corrective Empathy", expected to be published in Avoda Hevra
Umishpat (2016).
Yofi Tirosh, "Weight: A New Category in the Israeli Law", expected to be published in Mishpat
Veasakim (2016).
Yofi Tirosh, "Ticking Times: Judicial Perceptions of the National Time and Human Rights in
Israel", expected to be published in Mishpat, Hevra Vetarbut (2016).
Editor, together with Prof. Eyal Gross, of the volume "The Essential: Anthology of Law and
Food" in the series Mishpat, Hevra Vetarbut, will be published in 2016.
Editor, together with Dana Olmert, Rona Brayer and Orna Kazin the anthology "Capitalism and
Gender" published by Van Leer Institute, will be published in 2016.
110
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