Notice of AGM
30 3월 2009 - 3:00PM
UK Regulatory
TIDM80OA
RNS Number : 6660P
Bank Hapoalim B.M.
29 March 2009
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BANK HAPOALIM B.M.
Number at the Registrar: 520000118
Securities of the Corporation are listed for trade on the Tel-Aviv Stock
Exchange
Abbreviated Name: Poalim
Street: POB 27, Tel-Aviv 61000
Telephone: 03-567 3800, 03-567 3333, Fax: 03-567 4576
Electronic Mail: YORAM.WEISSBREM@MAILPOALIM.CO.IL
Transmission Date: 19/03/2009
Reference: 061506-01-2009
+-------------------------------------+-------------------------------------+
| To | To |
| Securities Authority | The Tel-Aviv Stock Exchange Ltd. |
| www.isa.gov.il | www.tase.co.il |
+-------------------------------------+-------------------------------------+
An amending report to a flawed report, which was sent on 1st March 2009, the
reference number of which is: 047505-01-2009
The flaw: Attachment of Directors' Declarations under Section 224 B. of the
Companies Law, 5759-1999
Reason for flaw: Attachment of Directors' Declarations under Section 224 B. of
the Companies Law, 5759-1999
The amendment: Attached to this summons are declarations by all of the
officiating directors in accordance with the provisions of Section 224 B. of the
Companies Law, 5759-1999 and of Section 11 of Amendment No. 8 of the Companies
Law (Transitional Provisions).
Immediate Report on the Convening of a Meeting
Regulation 36B (a) and 36C of the Securities (Periodic and Immediate
Reports) Regulations, 5730-1970
Explanation: If one of the subjects on the agenda of the Meeting is the approval
of a transaction with a controlling party or the approval of an extraordinary
proposal, Form Tav 133 or Tav 138 should be filled in, as the case may be.
1. On the date: 01/03/2009 it was resolved to summon an Annual Meeting
_______,
The number of the security on the Stock Exchange which entitles the holder
thereof to attend the Meeting 662577, ___________,
which will convene on Monday on the date: 06/04/2009 at 11:30 o'clock
at the address: At the Levinstein Tower, 23 Menahem Begin Road, 3rd Floor, Room
313, in Tel-Aviv
2. The determination date for being entitled to attend and vote at the
Meeting: 08/03/2009
3. On the agenda:
* Appointment of an external director;
Is the appointment of the external director in accordance with the provisions of
Section 239(d) of the Companies Law: No.
Explanation: Section 239(d) of the Companies Law states that " in a company
which at the time an external director is appointed all of the members of its
board of directors are of one sex, the external director being appointed shall
be of the other sex".
The terms of office and employment being offered to the external director:
The annual remuneration and the remuneration for participation which is payable
to all of the directors of the Bank (including the external directors), as they
may be from time to time, who are not controlling parties in the Bank or their
relatives (except to the Chairman of the Board of Directors), have been approved
at the Special General Meeting on 06/08/2008, and are set forth in the immediate
report released for publication on 06/08/2008, reference no. 227460 - 01 - 2008.
* Any other subject:
+------------------------------------------------------------------------+
| 1. Discussion of the financial statements and the |
| Board of Directors Report of the Bank for the year |
| 2007. |
| 2. Reappointment of the auditors Ziv Haft, Certified |
| Public Accountants and Somekh Chaikin, Certified |
| Public Accountants as auditors of the Bank and the |
| authorization of the Board of Directors to determine |
| their remuneration. Furthermore, at the Meeting the |
| remuneration of the aforesaid auditors for carrying |
| out the functions of auditing and for additional |
| services to the Bank for the year 2007 will be |
| reported. |
+------------------------------------------------------------------------+
Particulars concerning the subjects on the agenda:
http://www.rns-pdf.londonstockexchange.com/rns/6660P_-2009-3-29.pdf
Explanation: Particulars of the subjects should include the main facts which are
required to understand properly any matter which needs to be voted on at the
Meeting.
The text of the proposed resolutions or a concise description of their main
features:
http://www.rns-pdf.londonstockexchange.com/rns/6660P_2-2009-3-29.pdf
Does the controlling party in the Company, to the best of the Company's
knowledge, hold shares at the time fixed for convening the General Meeting which
confer the percentage required to pass all of the resolutions on the agenda of
the General Meeting, assuming that all of the other shareholders participate in
the voting and vote against it: No.
4. Attached? Text of poll card ? Position Notice
http://www.rns-pdf.londonstockexchange.com/rns/6660P_1-2009-3-29.pdf
Explanation: If a poll card and/or position notice is attached it should be
ascertained that they are drawn up according to the Companies (Voting in Writing
and Position Notices) Regulations, 5766-2005.
Website address where voting is possible: __________
Explanation: This field should be filled in if the Company allows for voting
through the internet under Regulation 5 (c) of the Companies (Voting in Writing
and Position Notices) Regulations, 5766-2005.
Electronic mail address where a member of the Stock Exchange may deliver the
material which he is obliged to deliver to the Company under Regulation 4 (c)(1)
of the Companies (Voting in Writing and Position Notices) Regulations,
5766-2005:
_________
5. The Quorum for the Meeting to be held:
The presence of at least two shareholders who have at least twenty-five per
cent. (25%) of the voting rights, within half an hour of the appointed time for
opening the Meeting.
6. In the absence of a quorum, the adjourned Meeting will take place on the
date 13/04/2009, at 11:30 o'clock, at the address: At the Levinstein Tower, 23
Menahem Begin Road, 3rd Floor, Room 313, in Tel-Aviv.
7. The time and place where each proposed resolution the text of which has
not been given in full in the above details of the agenda may be reviewed
At the office of the Secretary of Bank Hapoalim B.M., 63-65 Yehuda Halevy, Tel
Aviv, from Sunday to Thursday, during normal working hours, by prior arrangement
by phoning 03-5673800, commencing from the date of publication of the notice for
convening the Annual Meeting in the daily newspapers, as required by law.
Note to Clause 1 - The date of the resolution of the Board of Directors for
summoning the Annual General Meeting, was adopted at the meeting of the Board of
Directors on 01/03/2009, at 11:00 a.m.
Note to Clause 3 - The re-election of Ms. Nira Dror to the office of external
director, for an additional period of three years in accordance with the
Companies Law, is subject to the approval of the Bank of Israel.
Attached to this summons are declarations by all of the officiating directors in
accordance with the provisions of Section 224 B. of the Companies Law, 5759-1999
and of Section 11 of Amendment No. 8 of the Companies Law (Transitional
Provisions). Clarification is made that the General Meeting is not being
requested to renew the appointment of the officiating directors except for the
re-appointment of the external director Ms. Nira Dror, as set forth in Item 2 of
the agenda of the Meeting attached hereto.
This information is provided by RNS
The company news service from the London Stock Exchange
END
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