TIDM51IR
RNS Number : 9222A
Hapoalim International NV
03 June 2019
RNS Notification
03 June 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
candidates for the office of directors at the Bank:
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.
"
Bank Hapoalim B.M.
Number with the Registrar: 520000118
Securities Authority Tel Aviv Stock Exchange Ltd. Tav 121 Transmitted via Magna: 26/05/2019
www.isa.gov.il www.tase.co.il (Public) Reference:
2019-01-050974
Immediate Report
Explanation: This form should not be used when there is a
form
appropriate to the reported event.
Results of an issue should be reported on Tav 20 and not on this
form.
A report on the rating of bonds or the rating of a
corporation
should be filed under Form Tav 125.
Nature of the Event: Candidates for the office of directors at
the Bank
Reference numbers of previous reports on the subject:
_____________________________
Further to the preliminary notice published by Bank Hapoalim
B.M. (the "Bank") on May 6, 2019 regarding the intention to convene
an annual meeting of the shareholders of the Bank, whose agenda
includes, inter alia, the appointment of directors, and to p. 402
of the Bank's periodic report for 2018 regarding the preparations
for the annual meeting, the Bank respectfully announces as
follows:
The Bank received today the attached notice from the Committee
for the Appointment of Directors in Banking Corporations, which was
appointed according to the Banking Law (Licensing), 1981, regarding
the list of candidates for the office of directors at the Bank, for
election in 2019. The Bank will separately release a notice of
annual meeting report, as required by law.
Attached is a file signed_isa_pdf
The company is not an enveloping company as defined in the TASE
Rules and Regulations
The date and time when the corporation first learned of the
event: 26/05/2019 at 18:30
Names of the signatories on behalf of the corporation and their
job titles:
Yael Almog, Chief Legal Advisor
Amit Levy, Legal Advisor to the Board of Directors
Date signed 26.05.2019
The reference numbers of the previous documents on the subject
(any citation made does not constitute inclusion by way of
reference):
2019-01-023182 2019-01-043861
The securities of the corporation are listed for trading on the
Tel - Aviv Stock Exchange
Date on which the structure of the form was updated:
30/04/2019
Abbreviated Name: Poalim
Address: POB 27, Tel Aviv 6100001 Telephone: 03-567 3800. 03-567
3333, Fax: 03-567 4576
Electronic Mail: gilad.bloch@poalim.co.il Company Website:
http://www.bankhapoalim.co.il
Previous names of reporting entity:
Name of Electronic Reporter: Bloch Gilad, His Job Title:
Secretary of the Bank, Name of Employing Company:
Address: Yehuda Halevy 63, Tel-Aviv 6578109, Telephone: 03-567
3800 Fax: 03-567 4576,
Electronic Mail: gilad.bloch@poalim.co.il
Iyar 21, 5779
May 26, 2019
Adv. Amit Levy
Legal Advisor to the Board of Directors
Bank Hapoalim B.M.
Dear Sir,
Re: List of candidates for the office of directors at Bank
Hapoalim B.M. for election in 2019
In accordance with the provisions of Section 11D(a)(2) of the
Banking Ordinance, 1941, the Committee for the Appointment of
Directors in Banking Corporations respectfully announces the list
of candidates on its behalf for the office of directors for the
positions becoming vacant on the Board of Bank Hapoalim, for the
purpose of election at the general meeting to be held at the Bank
in 2019.
In this round, the Committee has chosen two candidates for the
position of outside director according to the Companies Law,
5759-1999, who also meet the qualification requirements for holding
office as an outside director according to the Proper Conduct of
Banking Business Directive No. 301, three candidates for the
position of outside director according to Directive 301 as well as
three candidates for the position of a director who is not an
outside director.
We reiterate that the Committee's notice to the public stated
that according to the needs of the Bank -
- At least one of the candidates proposed by the Committee shall have banking experience;
- All of the candidates proposed by the Committee for the office
of outside director according to the Companies Law, who meet the
qualification requirements for holding office as an outside
director according to Directive 301, shall have accounting and
financial expertise;
- At least two of the candidates proposed by the Committee for
the office of outside director according to Directive 301 or in a
position that is not an outside director, shall have accounting and
financial expertise;
- At least one of the candidates proposed by the Committee,
shall have managerial experience of significant business
activity;
- At least one of the candidates proposed by the Committee shall
have knowledge and experience in the areas of technological
innovation.
- We shall further state that the notice emphasized that weight
shall be given to the professional skills required of the members
of the Board, including inter alia, the need for the Committee's
candidates to have significant business or academic experience as
well as skills and the ability to make a significant contribution
to the work of the Board in formulating strategy and policy, and in
fulfilling the functions of the Board in the areas of supervision
and control.
These are the proposed candidates:
In the category of outside director according to the Companies
Law, who also meets the qualification requirements for holding
office as an outside director according to Directive 301:
a. Mr. Avner David
b. Mr. Orlev Arie
In the category of an outside director according to Directive
301:
c. Mr. Hanegbi Noam
d. CPA Zichel Israel
e. Adv. Krupik Reuven
In the category of a director who is not an outside
director:
f. Adv. Tal Dalia
g. Adv. Eran Oded
h. Dr. Zvilichovsky David
Of the proposed candidates, the general meeting is required to
select one director in the status of outside director according to
the Companies Law, who also meets the qualification requirements
for holding office as an outside director according to Directive
301, two directors in the position of an outside director according
to Directive 301 and two directors in the position of a director
who is not an outside director.
It is hereby clarified, that the selection of a candidate among
the candidates proposed by the Committee is subject to compliance
with the preconditions required by the Bank of Israel by virtue of
its authority under law, insofar as such conditions are
determined.
Sincerely,
(-)
--------------------------------------
Moshe Gal (former justice),
Chairman
The Committee for the Appointment
of Directors in Banking Corporations
cc:
-- Members of the Committee for the Appointment of Directors in Banking Corporations:
Prof. Momi Dahan, Adv. Orit Koren, Adv. Ronit Abramson-Rokach
and Mr. Yacov Peer;
-- Dr. Hedva Bar, the Supervisor of Banks, Bank of Israel;
-- Adv. Orna Vago, Deputy General Counsel, Bank of Israel;
-- Ms. Sima Spitzer, Head of Licensing Unit, Banking Supervisions, Bank of Israel
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
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END
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