TIDM51IR

RNS Number : 1219W

Hapoalim International NV

14 April 2019

RNS Notification

14 April 2019

Offering Circular dated 30 July 2015 in respect of the USD 2,500,000,000 Global Medium Term Programme (the "Programme") of Hapoalim International N.V. (the "Issuer"), as amended, restated or supplemented from time to time (the "Offering Circular")

RE: Notification in respect of certain events affecting Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme

Terms used but not otherwise defined herein shall have the meanings ascribed to them in the Offering Circular.

The Issuer makes the following announcement in respect of Bank Hapoalim B.M., the guarantor of the Issuer's obligations under the Programme (the "Guarantor"):

The Guarantor has published the attached immediate report on the inventory of the holdings of interested parties and senior office holders:

LEI of the Guarantor: B6ARUI4946ST4S7WOU88

Class and sub-class of regulated information: Ongoing regulated information - Inside information

For further information please contact:

Gilad Bloch

Secretary of the Bank

Bank Hapoalim B.M.

   Direct Dial:            +972 (0)3 567 3800 
   Email:                   gilad.bloch@poalim.co.il 

The following is an unofficial translation of the Hebrew report and has been prepared for convenience only. In case of any discrepancy, the Hebrew version prevails.

                                                 "                                             Tav 077 
                                            Bank Hapoalim B.M.                                  Public 

Number with the Registrar: 520000118

   Securities Authority     Tel Aviv Stock Exchange Ltd.        Transmitted Via Magna: 07/04/2019 
   www.isa.gov.il             www.tase.co.il                               Reference: 2019-01-033580 

Immediate Report On The Inventory Of The Holdings Of Interested Parties And Senior Office Holders

Regulation 33(c) and (d) of the Securities (Periodic and Immediate Reports)

Regulations, 5730-1970

Reference numbers of previous reports on the subject: _________ __________ _________

Following is an inventory correct as of 31/03/2019:

A. Of the interested parties of the Corporation (including the CEO and directors, and including any other employee who holds five per cent. or more of the issued share capital of the Corporation or of the voting power therein) or with respect to a report of a banking corporation without a core of control according to Regulation 33 (d) - material holders of means of control:

 
 Holder    Name of Holder             Name, Type      Up-to-Date       Percentage of         Percentage 
  Number                               and             Quantity         Holding               of 
                                       Series of       of                                     Holding 
                                       Security        Securities       %Capital %Voting      (Fully Diluted) 
                                                                                              %Capital %Voting 
           Arison Holdings 
 1          (1998) Ltd.               BNHP O.S.       210,543,761      15.74      15.78      15.74      15.74 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
           Bank Hapoalim 
 2          B.M.                      BNHP O.S.        2,756,262        0.21       0.00       0.21       0.00 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
 3         Oded Eran                  BNHP O.S.               20,384    0.00       0.00       0.00       0.00 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
 4         Ari Pinto                  BNHP O.S.             133,484     0.01       0.01       0.01       0.01 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
 5         Ari Pinto                  Poal Ex. RSUs          4,787      0.00       0.00       0.00       0.00 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
 6         Moshe Koren                BNHP O.S.               13,000    0.00       0.00       0.00       0.00 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
           Altshuler- Shaham 
            Provident Funds 
 7          Ltd.                      BNHP O.S.        64,979,746       4.86       4.87       4.86       4.86 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
           Altshuler- Shaham 
            Mutual Funds Management 
 8          Ltd.                      BNHP O.S.          1,948,832      0.15       0.15       0.15       0.15 
          -------------------------  --------------  ---------------  ---------  ---------  ---------  --------- 
 
 
 Total Percentage        Total Percentage 
  of Holding              of Holding (Fully 
  % Capital % Voting      Diluted) 
                          % Capital % Voting 
 20.97       20.81       20.97       20.76 
            ----------  ----------  ---------- 
 
 

B. Senior office holders of the Corporation (except for the CEO and directors, and except for any other employee who holds five per cent. or more of the issued share capital of the Corporation or of the voting power therein):

-- Do not hold any securities of the Corporation.

Following is an inventory of the holdings of senior office holders of the

Corporation:

 
 Holder    Name of Holder   Name, Type   Up-to-Date    Percentage of       Percentage 
  Number                     and          Quantity      Holding             of 
                             Series of    of                                Holding 
                             Security     Securities    %Capital %Voting    (Fully Diluted) 
                                                                            %Capital %Voting 
 
 
 9    Eti Ben - Zeev   BNHP O.S.              46,494   0.00   0.00   0.00   0.00 
                       Poal Ex. 
 10   Eti Ben - Zeev    RSUs                   3,955   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 11   Tsahi Cohen      BNHP O.S.             199,264   0.01   0.01   0.01   0.01 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 12   Tsahi Cohen       RSUs                   4,809   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 13   Amir Bachar      BNHP O.S.              16,532   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 14   Amir Bachar       RSUs                   2,322   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 15   Ofer Levy        BNHP O.S.             119,474   0.01   0.01   0.01   0.01 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 16   Ofer Levy         RSUs                   5,320   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 17   Yadin Antebi     BHNP O. S.            196,339   0.01   0.01   0.01   0.01 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 18   Yadin Antebi      RSUs                   4,537   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 19   Zeev Hayo        BHNP O. S.             90,923   0.01   0.01   0.01   0.01 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 20   Zeev Hayo         RSUs                   5,310   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 21   Ronen Stein      BHNP O. S.             71,019   0.01   0.01   0.01   0.01 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 22   Ronen Stein       RSUs                   4,143   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 23   Erez Yosef       BHNP O. S.             30,527   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 24   Erez Yosef        RSUs                     684   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 25   Golan Scherman   BHNP O. S.             18,053   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 26   Golan Scherman    RSUs                   3,234   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 27   Yael Almog       BHNP O. S.              5,975   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 28   Asaf Azulay      BHNP O. S.              3,685   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 29   Niv Polani       BHNP O. S.              5,860   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 30   Ofer Koren       BHNP O. S.             11,367   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
                       Poal Ex. 
 31   Ofer Koren        RSUs                   1,306   0.00   0.00   0.00   0.00 
     ---------------  -----------  -----------------  -----  -----  -----  ----- 
 
 
 Total Percentage        Total Percentage 
  of Holding              of Holding (Fully 
  % Capital % Voting      Diluted) 
                          % Capital % Voting 
 0.05        0.05        0.05        0.05 
            ----------  ----------  ---------- 
 
 

Explanations:

1. Holding other securities should also be reported, including other securities unlisted for trade.

2. If the interested party holds more than one type of securities of the Corporation, the percentage of holding (including on a fully diluted basis) on account of all of the securities held by him should be specified in a single line.

3. In this form the inventory of the holdings of all of the interested parties should be specified, including those in which no change in their holdings has occurred.

4. Where the interested party is a held company with material activity as to the activity of the Corporation, the holdings should be split into shares acquired prior to the entering into force of the Companies Law, 5759-1999, and which confer rights as to capital and to voting, and shares acquired after its entering into force and they are dormant shares.

5. If the interested party is a corporation, the private name of the ultimate individual controlling party/ies of such corporation should be specified. If there is no controlling party of the interested party, the particulars of the interested party/ies therein should be specified.

6. If a senior office holder holds five per cent. or more of the issued share capital of the Corporation or of the voting power thereof, his holdings should be specified in the table of holdings of "interested parties" as specified in Clause A. above.

7. If the interested party or the senior office holder also holds securities of a held company of such interested party or senior office holder, if its activity is material to the activity of the Corporation, the holdings of such interested party or senior office holder should be specified in the field "Notes" which appears in the framework of the particulars of the holder.

 
 Holder's Name 
  Arison Holdings (1998) Ltd. 
  Holder's Name in English as it appears in the passport 
  Arison Holdings (1998) Ltd. 
  Holder's No.: 1 
  Category of the Holder: An interested party that does not comply with any of the other definitions 
  Category of Identification Number: Number with the Registrar of Companies in Israel 
  Identification Number: 512705153 
  Controlling Party of the Holder: 
  Ms. Shari Arison, holder of Israeli citizenship, (Israeli Identity Document 064767437). 
 
  Citizenship / Country of Incorporation or Registration: Incorporated in Israel 
  Country of Citizenship / Incorporation or Registration: _______________________ 
  Does the holder serve as representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are the shares held dormant shares No 
  Number of security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 210,543,761 
  Change in the quantity of the securities: 0.00 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "-" sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 15.74% 
  Minimum percentage holding of the holder of the security for the period of the report: 15.74% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
  1. Eternity Holdings One Trust and Eternity Four-A Trust ("the Trusts") hold 30% and 70% respectively 
  of the shares of Arison Holdings (1998) Ltd. ("Arison Holdings"). The trustees of Eternity 
  Holdings One Trust are The Northern Trust Company of Delaware and Fides VE LLC and the trustees 
  of Eternity Four-A Trust are The Northern Trust Company of Delaware and Braiden Services LLC. 
  Ms. Shari Arison is the principal beneficiary of the Trusts and she shall have the sole discretion 
  to vote at shareholders' meetings of Arison Holdings by virtue of powers of attorney given 
  to her by the trustees. The powers of attorney were given with the intention of not revoking 
  them so long as Arison Holdings holds shares of the Bank. 
  2. It is clarified that the extent of the holding of Arison Holdings of the voting power mentioned 
  in this form above, was calculated relative to the total number of shares held by it and was 
  not reduced pursuant to the provision in the Holding Permit received by Ms. Arison from the 
  Bank of Israel, according to which from the inception date of the Permit Arison will not vote 
  on the strength of the voting rights in excess of 5% of the means of control of the Bank. 
  Accordingly, the extent of the holdings of voting rights of the rest of the holders was also 
  not increased. For details about the provisions of the Holding Permit, including pertaining 
  to the period during which it will be possible for Arison to sell her holdings in the Bank 
  in excess of 5%, see the Immediate Report of the Bank of 4.9.2018 (Reference No. 2018-01-082039) 
  and also pages 400-403 of the periodic report of the Bank for the year 2018. 
 
 
 Holder's Name 
  Bank Hapoalim B.M. 
  Holder's Name in English as it appears in the passport 
  Bank Hapoalim B.M. 
  Holder's No: 2 
  Category of the Holder: The reporting corporation 
  Category of Identification Number: Number with the Registrar of Companies in Israel 
  Identification Number: 520000118 
  Controlling Party of the Holder: 
  The Bank is a banking corporation without any core of control 
  Citizenship / Country of Incorporation or Registration: Incorporated in Israel 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares Yes 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 3,673,637 
  Change in the quantity of the securities - 917,375 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
 
  Maximum percentage holding of the holder of the security for the period of the report: 0.27% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.21% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  As aforesaid, there is no controlling party of the Bank. Particulars of the interested parties 
  of the Bank are specified in this inventory. 
 
 
 Holder's Name 
  Oded Eran 
  Holder's Name in English as it appears in the passport 
  Oded Eran 
  Holder's No: 3 
  Category of the Holder: Director/CEO 
  Category of Identification Number: Number of Identity Document 
  Identification Number: 053378824 
  Controlling Party of the Holder: 
  Not relevant 
  Citizenship / Country of Incorporation or Registration: 
  Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: 
  ___________________________ 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: No 
  Explanation: Those who are obliged to report any change 
  in holding in accordance with Regulation 33 of the Periodic 
  and Immediate Reporting Regulations are: An interested party 
  who is the Corporation, a corporation controlled by the 
  Corporation, a controlling party or a senior office holder 
  of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity 
  of securities): 20,384 
  Change in the quantity of the securities: 0.00 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security 
  for the period of the report: 0.00 % 
  Minimum percentage holding of the holder of the security 
  for the period of the report: 0.00 % 
  Explanation: A maximum and a minimum percentage holding 
  for the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the 
  control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested 
  party. 
 
  Notes: 
 
 
 Holder's Name 
  Ari Pinto 
  Holder's Name in English as it appears in the passport 
  Ari Pinto 
  Holder's No: 4 
  Category of the Holder: Director/CEO 
  Category of Identification Number: Number of Identity Document 
  Identification Number: 069042505 
  Controlling Party of the Holder: 
  Not relevant 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 123,108 
  Change in the quantity of the securities: 10,376 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.01 
  % 
  Minimum percentage holding of the holder of the security for the period of the report: 0.01 
  % 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 Holder's Name 
  Ari Pinto 
  Holder's Name in English as it appears in the passport 
  Ari Pinto 
  Holder's No: 5 
  Category of the Holder: Director/CEO 
  Category of Identification Number: Number of Identity Document 
  Identification Number: 069042505 
  Controlling Party of the Holder: 
  __________________ 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 15,163 
  Change in the quantity of the securities:-10,376 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 1.57 
  % 
  Minimum percentage holding of the holder of the security for the period of the report: 1.23 
  % 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
 
 Holder's Name 
  Moshe Koren 
  Holder's Name in English as it appears in the passport 
  Moshe Koren 
  Holder's No: 6 
  Category of the Holder: Director/ CEO 
  Category of Identification Number: Number of Identity Document 
  Identification Number: 1228998 
  Controlling Party of the Holder: 
  ___________ 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 13,000 
  Change in the quantity of the securities: 0.00. 
 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00 
  % 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00 
  % 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
 
   Holder's Name 
    Altshuler- Shaham Provident Funds Ltd. 
    Holder's Name in English as it appears in the passport 
    Altshuler Shaham Provident Funds Ltd. 
    Holder's No: 7 
    Category of the Holder: Provident funds and provident funds' 
    management companies 
    Category of Identification Number: Number with the Registrar 
    of Companies in Israel 
    Identification Number: 513173393 
    Controlling Party of the Holder: 
    Gilad Altshuler, Kalman Shaham, Ronny Benin Bar and Yair 
    Levinstein. See details in the notes below. 
    Citizenship / Country of Incorporation or Registration: 
    Incorporated in Israel 
    Country of Citizenship / Incorporation or Registration: 
    ___________________________ 
 
    Does the holder serve as a representative for the purpose 
    of reporting of a number of shareholders who together with 
    him hold securities of the Corporation No 
 
    Is the holder at liberty to report the change in the holding 
    on a cumulative basis: Yes 
    Explanation: Those who are obliged to report any change 
    in holding in accordance with Regulation 33 of the Periodic 
    and Immediate Reporting Regulations are: An interested party 
    who is the Corporation, a corporation controlled by the 
    Corporation, a controlling party or a senior office holder 
    of the Corporation. 
    Are shares held dormant shares No 
    Number of the security on the stock exchange: 662577 
    Balance specified in previous aggregated report (quantity 
    of securities): 65,007,151 
    Change in the quantity of the securities: -27,405 
    Explanation: If a decrease in number is reported, a negative 
    value should be specified, namely the "- "sign. 
    Maximum percentage holding of the holder of the security 
    for the period of the report: 4.90% 
    Minimum percentage holding of the holder of the security 
    for the period of the report: 4.86% 
    Explanation: A maximum and a minimum percentage holding 
    for the period commencing on the validity date of the previous 
    inventory report, should be given by each one of the members 
    of an institutional reporting group, the data as to the 
    control by or under the management of an interested party, 
    who held and/or hold securities on behalf of the interested 
    party. 
 
    Notes: 
    As reported to the Bank by the interested party: 
    1. Altshuler-Shaham Ltd. ("A"S") is an institutional reporting 
    group which includes Altshuler-Shaham Provident Funds Ltd. 
    ("A"S Provident Funds", Holder's No. 7) and Altshuler- Shaham 
    Mutual Funds Management Ltd. ("A"S Mutual Funds, Holder's 
    No. 8"). 
    2. The controlling parties of A"S are: 
    Gilad Altshuler I. D. 057379315 by holding 100% of Gilad 
    Altshuler Holdings Ltd. which holds 44.55% of the shares 
    of A"S. Kalman Shaham I. D. 000915983 by holding 100% of 
    Kalman Shaham Holdings Ltd. which holds 44.55% of the shares 
    of A"S. Ronny Benin Bar I. D. 336289202 who holds in trust 
    9.89% of the shares of A"S. 
    3. The controlling parties of A"S Provident Funds are: 
    A. The controlling parties of A"S as aforesaid in Note 2 
    above by holding A"S which holds 61.75% of A"S Provident 
    Funds directly and 19% indirectly by holding (directly and 
    indirectly by means of Altshuler-Shaham Provident Holdings 
    Ltd.) 49.67% of Perfect (Y. N. E.) Capital Markets Ltd. 
    ("Perfect"), which holds 38.25% of A"S Provident Funds; 
    and B. Yair Levinstein by holding 100% of Yair Levinstein 
    Holdings Ltd., which holds 50.33% of Perfect which holds 
    as aforesaid 38.25% of A"S Provident Funds. 
    4. As for the extent of the holding of the voting power, 
    see Note 2 to Holder's No.1 
 
    Following are particulars of the holdings of A"S Provident 
    Funds of securities of Hapoalim 
    Hanpackot Ltd., a wholly owned subsidiary company of the 
    Bank that is a reporting 
    Corporation: 
 
    1940535 Poalim Hanpackot Debenture 32 - 1,122,221 (0.04%) 
    1940568 Poalim Hanpackot Debenture 33 - 202,156,043 (9.63%) 
    1940576 Poalim Hanpackot Debenture 34 - 184,298,677 (7.11%) 
    1940659 Poalim Hanpackot Debenture 36 - 318,100,000 (15.89%) 
 
 
 Holder's Name 
  Altshuler- Shaham Mutual Funds Management Ltd. 
  Holder's Name in English as it appears in the passport 
  Altshuler Shaham Mutual Funds Management Ltd. 
  Holder's No: 8 
  Category of the Holder: Companies for the management of joint 
  investment trust funds 
  Category of Identification Number: Number with the Registrar 
  of Companies in Israel 
  Identification Number: 511944670 
  Controlling Party of the Holder: 
  Gilad Altshuler, Kalman Shaham, Ronny Benin Bar. See details 
  in the notes below. 
  Citizenship / Country of Incorporation or Registration: Incorporated 
  in Israel 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: Yes 
  Explanation: Those who are obliged to report any change in 
  holding in accordance with Regulation 33 of the Periodic 
  and Immediate Reporting Regulations are: An interested party 
  who is the Corporation, a corporation controlled by the Corporation, 
  a controlling party or a senior office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity 
  of securities): 4,074,510 
  Change in the quantity of the securities -2,125,678 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security 
  for the period of the report: 0.51% 
  Minimum percentage holding of the holder of the security 
  for the period of the report: 0.15% 
  Explanation: A maximum and a minimum percentage holding for 
  the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the control 
  by or under the management of an interested party, who held 
  and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
  The controlling parties of A"S Mutual Funds are the controlling 
  parties of A"S as aforesaid in the note to Holder's No. 7 
  above, by holding A"S which holds 80% of A"S Mutual Funds. 
  Following are particulars of the holdings of A"S Mutual Funds 
  of securities of Hapoalim 
  Hanpackot Ltd., a wholly owned subsidiary company of the 
  Bank that is a reporting corporation 
 
  1940402 Poalim Hanpackot Debenture Yod - 40,978,419 (1.75%) 
  1940410 Poalim Hanpackot Debenture Yod Aleph - 16,122,494 
  (1.57%) 
  1940485 Poalim Hanpackot Debenture 29 - 25,369,335 (4.70%) 
  1940501 Poalim Hanpackot Debenture Yod Dalet - 19,220,823 
  (0.66%) 
  1940535 Poalim Hanpackot Debenture 32 - 61,355,090 (1.95%) 
  1940568 Poalim Hanpackot Debenture 33 - 68,565,698 (3.27%) 
  1940576 Poalim Hanpackot Debenture 34 - 103,154,005 (3.63%) 
  1940618 Poalim Hanpackot Debenture 35 - 33,340,676 (1.50%) 
  1940659 Poalim Hanpackot Debenture 36 - 18,200,000 (0.91%) 
 
 
 Holder's Name 
  Eti Ben- Zeev 
  Holder's Name in English as it appears in the passport 
  Eti Ben -Zeev 
  Holder's No: 9 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 023571540 
  Controlling Party of the Holder: 
  Not relevant 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 42,539 
  Change in the quantity of the securities: 3,955 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
  ____________ 
 
   Holder's Name 
   Eti Ben Zeev 
   Holder's Name in English as it appears in the passport 
   Eti Ben Zeev 
   Holder's No: 10 
   Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
   an interested party by virtue of holdings 
   Category of Identification Number: Identity Document Number 
   Identification Number: 02371540 
   Controlling Party of the Holder: 
   Not relevant 
 
   Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
   Country of Citizenship / Incorporation or Registration: ___________________________ 
   Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
   who together with him hold securities of the Corporation No 
   Is the holder at liberty to report the change in the holding on a cumulative basis: No 
   Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
   33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
   Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
   office holder of the Corporation. 
 
   Are shares held dormant shares No 
   Number of the security on the stock exchange: 6620405 
   Balance specified in previous aggregated report (quantity of securities): 7,910 
   Change in the quantity of the securities: -3,955 
   Explanation: If a decrease in number is reported, a negative value should be specified, namely 
   the "- "sign. 
   Maximum percentage holding of the holder of the security for the period of the report: 1.29% 
   Minimum percentage holding of the holder of the security for the period of the report: 0.64% 
   Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
   date of the previous inventory report, should be given by each one of the members of an institutional 
   reporting group, the data as to the control by or under the management of an interested party, 
   who held and/or hold securities on behalf of the interested party. 
 
   Notes: 
   _________________ 
 Holder's Name 
  Tsahi Cohen 
  Holder's Name in English as it appears in the passport 
  Tsahi Cohen 
  Holder's No: 11 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 022007587 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 176,173 
  Change in the quantity of the securities 23,091 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.01% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.01% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  ____________ 
 Holder's Name 
  Tsahi Cohen 
  Holder's Name in English as it appears in the passport 
  Tsahi Cohen 
  Holder's No: 12 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 022007587 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 27,900 
  Change in the quantity of the securities -23,091 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 2.27% 
  Minimum percentage holding of the holder of the security for the period of the report: 1.57% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _______________ 
 Holder's Name 
  Amir Bachar 
  Holder's Name in English as it appears in the passport 
  Amir Bachar 
  Holder's No: 13 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 029331113 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 15,876 
  Change in the quantity of the securities: 656 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
 
  ___________ 
 
  Holder's Name 
  Amir Bachar 
  Holder's Name in English as it appears in the passport 
  Amir Bachar 
  Holder's No: 14 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 029331113 
  Controlling Party of the Holder: 
  Not relevant 
 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 11,640 
  Change in the quantity of the securities: -9,318 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.95% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.76% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  ___________ 
 Holder's Name 
  Ofer Levy 
  Holder's Name in English as it appears in the passport 
  Ofer Levy 
  Holder's No: 15 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 052222577 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 105,251 
  Change in the quantity of the securities: 14,223 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.01% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.01% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 Holder's Name 
  Ofer Levy 
  Holder's Name in English as it appears in the passport 
  Ofer Levy 
  Holder's No: 16 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 052222577 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 19,543 
  Change in the quantity of the securities: -14,223 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 1.74% 
  Minimum percentage holding of the holder of the security for the period of the report: 1.59% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 Holder's Name 
  Yadin Antebi 
  Holder's Name in English as it appears in the passport 
  Yadin Antebi 
  Holder's No: 17 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 028078525 
  Controlling Party of the Holder: 
  Not relevant 
 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 171,546 
  Change in the quantity of the securities: 24,793 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.01% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.01% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  ______________ 
 
  ____________________________________________________________________________ 
  Holder's Name 
  Yadin Antebi 
  Holder's Name in English as it appears in the passport 
  Yadin Antebi 
  Holder's No: 18 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 028078525 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 29,330 
  Change in the quantity of the securities: -24,793 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 2.38% 
  Minimum percentage holding of the holder of the security for the period of the report: 1.49% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
  Notes: 
  _________ 
 

_________

 
 
   Holder's Name 
   Zeev Hayo 
   Holder's Name in English as it appears in the passport 
   Zeev Hayo 
   Holder's No: 19 
   Category of the Holder: Senior office holder who is neither 
   CEO nor a director and is not an interested party by virtue 
   of holdings 
   Category of Identification Number: Identity Document Number 
   Identification Number: 057069676 
   Controlling Party of the Holder: 
   Not relevant 
 
 
   Citizenship / Country of Incorporation or Registration: Private 
   person with Israeli citizenship 
   Country of Citizenship / Incorporation or Registration: ___________________________ 
   Does the holder serve as a representative for the purpose 
   of reporting of a number of shareholders who together with 
   him hold securities of the Corporation No 
   Is the holder at liberty to report the change in the holding 
   on a cumulative basis: No 
   Explanation: Those who are obliged to report any change in 
   holding in accordance with Regulation 33 of the Periodic 
   and Immediate Reporting Regulations are: An interested party 
   who is the Corporation, a corporation controlled by the Corporation, 
   a controlling party or a senior office holder of the Corporation. 
 
 
   Are shares held dormant shares No 
   Number of the security on the stock exchange: 662577 
   Balance specified in previous aggregated report (quantity 
   of securities): 69,530 
   Change in the quantity of the securities: 21,393 
   Explanation: If a decrease in number is reported, a negative 
   value should be specified, namely the "- "sign. 
   Maximum percentage holding of the holder of the security 
   for the period of the report: 0.01% 
   Minimum percentage holding of the holder of the security 
   for the period of the report: 0.01% 
   Explanation: A maximum and a minimum percentage holding for 
   the period commencing on the validity date of the previous 
   inventory report, should be given by each one of the members 
   of an institutional reporting group, the data as to the control 
   by or under the management of an interested party, who held 
   and/or hold securities on behalf of the interested party. 
 
   Notes: 
   _____________ 
 
 
   Holder's Name 
   Zeev Hayo 
   Holder's Name in English as it appears in the passport 
   Zeev Hayo 
   Holder's No: 20 
   Category of the Holder: Senior office holder who is neither 
   CEO nor a director and is not an interested party by virtue 
   of holdings 
   Category of Identification Number: Identity Document Number 
   Identification Number: 057069676 
   Controlling Party of the Holder: 
   Not relevant 
 
   Citizenship / Country of Incorporation or Registration: Private 
   person with Israeli citizenship 
   Country of Citizenship / Incorporation or Registration: ___________________________ 
   Does the holder serve as a representative for the purpose 
   of reporting of a number of shareholders who together with 
   him hold securities of the Corporation No 
   Is the holder at liberty to report the change in the holding 
   on a cumulative basis: No 
   Explanation: Those who are obliged to report any change in 
   holding in accordance with Regulation 33 of the Periodic 
   and Immediate Reporting Regulations are: An interested party 
   who is the Corporation, a corporation controlled by the Corporation, 
   a controlling party or a senior office holder of the Corporation. 
   Are shares held dormant shares No 
   Number of the security on the stock exchange: 6620405 
   Balance specified in previous aggregated report (quantity 
   of securities): 26,703 
   Change in the quantity of the securities: -21,393 
   Explanation: If a decrease in number is reported, a negative 
   value should be specified, namely the "- "sign. 
   Maximum percentage holding of the holder of the security 
   for the period of the report: 2.17% 
   Minimum percentage holding of the holder of the security 
   for the period of the report: 1.74% 
   Explanation: A maximum and a minimum percentage holding for 
   the period commencing on the validity date of the previous 
   inventory report, should be given by each one of the members 
   of an institutional reporting group, the data as to the control 
   by or under the management of an interested party, who held 
   and/or hold securities on behalf of the interested party. 
 
   Notes: 
 
   __________ 
 
 
   Holder's Name 
   Ronen Stein 
   Holder's Name in English as it appears in the passport 
   Stein Ronen 
   Holder's No: 21 
   Category of the Holder: Senior office holder who is neither 
   CEO nor a director and is not an interested party by virtue 
   of holdings 
   Category of Identification Number: Identity Document Number 
   Identification Number: 022537021 
   Controlling Party of the Holder: 
   Not relevant 
 
   Citizenship / Country of Incorporation or Registration: Private 
   person with Israeli citizenship 
   Country of Citizenship / Incorporation or Registration: ___________________________ 
   Does the holder serve as a representative for the purpose 
   of reporting of a number of shareholders who together with 
   him hold securities of the Corporation No 
   Is the holder at liberty to report the change in the holding 
   on a cumulative basis: No 
   Explanation: Those who are obliged to report any change in 
   holding in accordance with Regulation 33 of the Periodic 
   and Immediate Reporting Regulations are: An interested party 
   who is the Corporation, a corporation controlled by the Corporation, 
   a controlling party or a senior office holder of the Corporation. 
 
 
   Are shares held dormant shares No 
   Number of the security on the stock exchange: 662577 
   Balance specified in previous aggregated report (quantity 
   of securities): 52,104 
   Change in the quantity of the securities 18,915 
   Explanation: If a decrease in number is reported, a negative 
   value should be specified, namely the "- "sign. 
   Maximum percentage holding of the holder of the security 
   for the period of the report: 0.01% 
   Minimum percentage holding of the holder of the security 
   for the period of the report: 0.00% 
   Explanation: A maximum and a minimum percentage holding for 
   the period commencing on the validity date of the previous 
   inventory report, should be given by each one of the members 
   of an institutional reporting group, the data as to the control 
   by or under the management of an interested party, who held 
   and/or hold securities on behalf of the interested party. 
 
   Notes: 
   _________ 
 
 
   Holder's Name 
   Ronen Stein 
   Holder's Name in English as it appears in the passport 
   Stein Ronen 
   Holder's No: 22 
   Category of the Holder: Senior office holder who is neither 
   CEO nor a director and is not an interested party by virtue 
   of holdings 
   Category of Identification Number: Identity Document Number 
   Identification Number: 022537021 
   Controlling Party of the Holder: 
   Not relevant 
 
 
   Citizenship / Country of Incorporation or Registration: Private 
   person with Israeli citizenship 
   Country of Citizenship / Incorporation or Registration: ___________________________ 
   Does the holder serve as a representative for the purpose 
   of reporting of a number of shareholders who together with 
   him hold securities of the Corporation No 
   Is the holder at liberty to report the change in the holding 
   on a cumulative basis: No 
   Explanation: Those who are obliged to report any change in 
   holding in accordance with Regulation 33 of the Periodic 
   and Immediate Reporting Regulations are: An interested party 
   who is the Corporation, a corporation controlled by the Corporation, 
   a controlling party or a senior office holder of the Corporation. 
 
   Are shares held dormant shares No 
   Number of the security on the stock exchange: 6620405 
   Balance specified in previous aggregated report (quantity 
   of securities): 23,058 
   Change in the quantity of the securities: -18,915 
   Explanation: If a decrease in number is reported, a negative 
   value should be specified, namely the "- "sign. 
   Maximum percentage holding of the holder of the security 
   for the period of the report: 1.87% 
   Minimum percentage holding of the holder of the security 
   for the period of the report: 1.36% 
   Explanation: A maximum and a minimum percentage holding for 
   the period commencing on the validity date of the previous 
   inventory report, should be given by each one of the members 
   of an institutional reporting group, the data as to the control 
   by or under the management of an interested party, who held 
   and/or hold securities on behalf of the interested party. 
 
   Notes: 
   _________ 
-------------------------------------------------------------------------------------- 
 Holder's Name 
  Erez Yosef 
  Holder's Name in English as it appears in the passport 
  Erez Yosef 
  Holder's No: 23 
  Category of the Holder: Senior office holder who is neither 
  CEO nor a director and is not an interested party by virtue 
  of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 023086101 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private 
  person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in 
  holding in accordance with Regulation 33 of the Periodic 
  and Immediate Reporting Regulations are: An interested party 
  who is the Corporation, a corporation controlled by the Corporation, 
  a controlling party or a senior office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity 
  of securities): 29,843 
  Change in the quantity of the securities: 684 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security 
  for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security 
  for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for 
  the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the control 
  by or under the management of an interested party, who held 
  and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
  Holder's Name 
  Erez Yosef 
  Holder's Name in English as it appears in the passport 
  Erez Yosef 
  Holder's No: 24 
  Category of the Holder: Senior office holder who is neither 
  CEO nor a director and is not an interested party by virtue 
  of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 023086101 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private 
  person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in 
  holding in accordance with Regulation 33 of the Periodic 
  and Immediate Reporting Regulations are: An interested party 
  who is the Corporation, a corporation controlled by the Corporation, 
  a controlling party or a senior office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity 
  of securities): 1,368 
  Change in the quantity of the securities: -684 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security 
  for the period of the report: 0.22% 
  Minimum percentage holding of the holder of the security 
  for the period of the report: 0.11% 
  Explanation: A maximum and a minimum percentage holding for 
  the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the control 
  by or under the management of an interested party, who held 
  and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 Holder's Name 
  Golan Scherman 
  Holder's Name in English as it appears in the passport 
  Golan Scherman 
  Holder's No: 25 
  Category of the Holder: Senior office holder who is neither 
  CEO nor a director and is not an interested party by virtue 
  of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 23706583 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private 
  person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in 
  holding in accordance with Regulation 33 of the Periodic and 
  Immediate Reporting Regulations are: An interested party who 
  is the Corporation, a corporation controlled by the Corporation, 
  a controlling party or a senior office holder of the Corporation. 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity 
  of securities): 18,924 
  Change in the quantity of the securities: -871 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security for 
  the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for 
  the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for 
  the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the control 
  by or under the management of an interested party, who held 
  and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Golan Scherman 
  Holder's Name in English as it appears in the passport 
  Golan Scherman 
  Holder's No: 26 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 23706583 
  Controlling Party of the Holder: 
  Not relevant 
 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 6,468 
  Change in the quantity of the securities: -3,234 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 1.06% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.53% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Yael Almog 
  Holder's Name in English as it appears in the passport 
  Yael Almog 
  Holder's No: 27 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 059284745 
  Controlling Party of the Holder: 
  Not relevant 
 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
 
 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 5,975 
  Change in the quantity of the securities 0.00 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Asaf Azulay 
  Holder's Name in English as it appears in the passport 
  Asaf Azulay 
  Holder's No: 28 
  Category of the Holder: Senior office holder who is neither 
  CEO nor a director and is not an interested party by virtue 
  of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 052807120 
  Controlling Party of the Holder: 
  Not relevant 
 
 
  Citizenship / Country of Incorporation or Registration: Private 
  person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose 
  of reporting of a number of shareholders who together with 
  him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding 
  on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in 
  holding in accordance with Regulation 33 of the Periodic 
  and Immediate Reporting Regulations are: An interested party 
  who is the Corporation, a corporation controlled by the Corporation, 
  a controlling party or a senior office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity 
  of securities): 3,685 
  Change in the quantity of the securities 0.00 
  Explanation: If a decrease in number is reported, a negative 
  value should be specified, namely the "- "sign. 
  Maximum percentage holding of the holder of the security 
  for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security 
  for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for 
  the period commencing on the validity date of the previous 
  inventory report, should be given by each one of the members 
  of an institutional reporting group, the data as to the control 
  by or under the management of an interested party, who held 
  and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Niv Polani 
  Holder's Name in English as it appears in the passport 
  Niv Polani 
  Holder's No: 29 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 057764730 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 5,860 
  Change in the quantity of the securities 0.00 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Ofer Koren 
  Holder's Name in English as it appears in the passport 
  Ofer Koren 
  Holder's No: 30 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 027875475 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 662577 
  Balance specified in previous aggregated report (quantity of securities): 10,061 
  Change in the quantity of the securities: 1,306 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.00% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.00% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 
 
 Holder's Name 
  Ofer Koren 
  Holder's Name in English as it appears in the passport 
  Ofer Koren 
  Holder's No: 31 
  Category of the Holder: Senior office holder who is neither CEO nor a director and is not 
  an interested party by virtue of holdings 
  Category of Identification Number: Identity Document Number 
  Identification Number: 027875475 
  Controlling Party of the Holder: 
  Not relevant 
 
  Citizenship / Country of Incorporation or Registration: Private person with Israeli citizenship 
  Country of Citizenship / Incorporation or Registration: ___________________________ 
  Does the holder serve as a representative for the purpose of reporting of a number of shareholders 
  who together with him hold securities of the Corporation No 
  Is the holder at liberty to report the change in the holding on a cumulative basis: No 
  Explanation: Those who are obliged to report any change in holding in accordance with Regulation 
  33 of the Periodic and Immediate Reporting Regulations are: An interested party who is the 
  Corporation, a corporation controlled by the Corporation, a controlling party or a senior 
  office holder of the Corporation. 
  Are shares held dormant shares No 
  Number of the security on the stock exchange: 6620405 
  Balance specified in previous aggregated report (quantity of securities): 2,612 
  Change in the quantity of the securities: -1,306 
  Explanation: If a decrease in number is reported, a negative value should be specified, namely 
  the "- "sign. 
  Maximum percentage holding of the holder of the security for the period of the report: 0.43% 
  Minimum percentage holding of the holder of the security for the period of the report: 0.21% 
  Explanation: A maximum and a minimum percentage holding for the period commencing on the validity 
  date of the previous inventory report, should be given by each one of the members of an institutional 
  reporting group, the data as to the control by or under the management of an interested party, 
  who held and/or hold securities on behalf of the interested party. 
 
  Notes: 
  _________ 
 

To the date of submission of this report and according to the provisions of the law, the controlling party of the Corporation is:

 
 1 From 22.11.18 the Bank is a banking corporation with no core of control 
 
  The controlling party's identifying number: Other identifying number 0 
 
  Has the control been transferred during the period described in the report: No 
 
  __________ 
  Explanation: If the control of the reporting corporation has been transferred, the name of 
  the 
  previous controlling party and his identifying number should be specified. 
 

- = Note = -

Percentage holding (fully diluted) does not include subordinated capital notes of Series C and D.

Names of the signatories on behalf of the Corporation: Alex Shapiro, His Job Title: Head of the Securities Operations Department.

Anat Nagar, Her Job Title: Head of the Inquiries and Adjustments Section.

Signed on 7.4.19.

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

Date on which the structure of the form was updated: 19/02/2019

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

Abbreviated Name: Poalim

Address: P.O.B. 27, Tel Aviv 6100001 Telephone: 03-5673800; 03-5673333; Fax: 03-5674576

   Electronic Mail: gilad.bloch@poalim.co.il   Company Website: http://www.bankhapoalim.co.il 

Previous Names of the Reporting Entity:

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

Address: Yehuda Halevy 63 Tel Aviv 6578109, Telephone: 03-567 3800, Fax: 03-567 4576, Electronic Mail: gilad.bloch@poalim.co.il

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

END

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