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23 September 2008
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"Annual General Meeting of Shareholders"
Wednesday, 29th October, 2008
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ISRAEL DISCOUNT BANK LTD.
(the "Bank")
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NOTICE TO SHAREHOLDERS:
Notice is hereby given that the Annual General Meeting of Shareholders of the Bank will be held on Wednesday, October 29, 2008 at 11:00 A.M. at 23 Yehuda Halevi Street, Tel-Aviv (Seventeenth Floor). An adjourned meeting, if necessary, will be held on Wednesday, November 5, 2008, at the same place and time.
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1. Agenda
1.1. To discuss the Financial Statements of the Bank and
the Report of the Board of Directors for the year ended
December 31, 2007.
1.2. To approve as final dividend for the year 2007, the interim
dividend of 6% paid on December 27, 2007,
to shareholders of 40,000, 6% Cumulative Preference
shares, nominal value NIS 0.00504 each. The amount
of the dividend was Ł24,000.
1.3.
1.3.1. To reappoint Ziv Haft as the auditors and
Somekh Chaikin as the auditors and to authorize the
Board of Directors to fix their fees.
1.3.2. Report concerning the fees to the auditors for 2007
concerning auditing activities and additional
services purusant to Sections 165 and 167 of the
Companies Law, 5759 – 1999
(hereinafter, the "Companies Law").
1.4. To appoint an Outside Director as defined in the
Companies Law:
Mr. Ilan Biran as an Outside Director. The appointment is to
commence on the date of approval at the Annual General
Meeting. Ilan Biran has provided the Bank with a declaration
pursuant to Sections 241 and 224b of the Companies Law.
1.5. To appoint as directors
1.5.1. Mr. Eilon Aish. The appointment is to commence
on November 1, 2008.
1.5.2. Dr. Arie Ovadia. The appointment is to commence
on the date of approval at the Annual General
Meeting, or upon approval of the appointment by
the Supervisor of Banks in Israel, whichever is later.
The nominees have provided the Bank with
a declaration pursuant to Section 224b of the
Companies Law.
1.6. The following are continuing their tenure as directors:
Shlomo Zohar, Chairman, Betzalel Eiger, Itshak Forer,
Ben-Zion Granit, Tsippi Samet, Dr. Dafna Schwartz,
Dr. Yitzhak Sharir, Prof. Eytan Sheshinsky,
Zvi Streigold, Jorge Zafran, and Prof. Ben-Zion
Zilberfarb. Joseph Singer will complete his service
as an Outside Director as defined in the Companies
Law on September 25, 2008, and will be serving
until that date.
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2. The matters stated in Items 1.2, 1.3.1 and each subparagraph
of 1.5 on the Agenda shall be decided by a simple majority
of votes of shareholders of Ordinary "A" shares voting
at the meeting personally or by proxy and entitled to
vote thereon, not including in the calculation abstentions.
Pursuant to the Companies Law, the matter stated in Item 1.4
on the Agenda shall be decided on condition that one of the
following conditions prevails:
1. In counting the votes of the majority at the general meeting
at least one-third of all the votes of shareholders who are
not holders of control in the Bank or representatives
of such persons, participating in the voting are included;
in counting the total votes of such shareholders, abstentions
shall not be taken into account;
2. The total number of votes opposing the appointment from
among the shareholders referred to in paragraph 1 shall be
no greater than one percent of the total voting rights
in the Bank.
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3. The Record Date fixed for determining the right of shareholders
to participate and vote at the meeting pursuant to
Section 182 (c) of, and Amendment 3 to, the Companies Law
(Voting Paper and Statements of Position), 5765-2005,
is September 28, 2008 (hereinafter, the “Record Date”).
4. A shareholder whose shares are held through a Member of the
Stock Exchange (hereinafter, “Member”), and the said shares
are registered in the Shareholders Register in the name of
a Nominee Company, may vote at the meeting upon delivering
to the Bank a Confirmation from the Member as to his
ownership of the shares on the Record Date, pursuant to Form
1 which is an addendum to the Companies Regulations
(Proof of Share Ownership for the Purpose of Voting at a
General Meeting), 5760-2000.
5. A shareholder whose shares are registered with a Member may
receive the Confirmation of Ownership from the Member
through whom he holds his shares, at a branch of the Member
or by mail to his address upon payment of a delivery charge, if
so requested. The said request is to be given in advance
to the specific security account.
6. A shareholder is authorized to participate and to vote at the
Meeting, either personally or by proxy, and, in the case of
a corporation, by a duly authorized representative.
An instrument of appointment shall be in writing and signed
by the shareholder making the appointment or by his attorney,
or, if such shareholder is a corporation, under its common seal
or the hands of its attorney. The instrument appointing a proxy
shall be deposited at the registered office of the Bank not less
than 48 hours before the time for the holding of the Meeting.
The instrument of appointment shall be in the form stated in the
Articles of Association of the Bank (see text below) or
corresponding thereto as far as possible. The instrument of
appointment shall not be effective after more than twelve
months from the date of its signing.
7. With regard to each subparagraph of Item 1.4 and each
subparagraph of 1.5 on the Agenda, a shareholder is authorized
to vote at the Annual General Meeting by means of
a "voting paper" as explained below.
8. The text of the voting paper and "statement of position",
according to their meaning in section 88 of the Companies Law
can be found at the web site of the Israel Securities Authority
and the Tel-Aviv Stock Exchange Ltd., as follows:
Distribution Site of the Israel Securities authority:
http://www.magna.isa.gov.il/ ("Distribution Site")' site of
the Tel-Aviv Stock Exchange Ltd.: http://maya.tase.co.il/.
Voting instructions may be given on the back of the second part
of the voting paper as appears on the Distribution Site.
9. A Member will send by electronic mail, without charge, a link
to the text of the voting paper and the statement of position,
in the Distribution Site, to any shareholder who is not registered
in the Shareholders Register and whose shares are registered
with that Member, unless the shareholder notified the Member
that he is not interested in receiving a link as aforesaid or
that he is interested in receiving a voting paper by mail upon
payment of a delivery charge.
10. A shareholder may request directly from the Bank for the text
of the voting paper and statements of position.
11. The voting paper and the documents which are attached to it
(the "Attached Documents"), as detailed in the voting paper, is
to be presented to the offices of the Bank up to 72 hours prior
to the time scheduled for holding the Meeting. In this regard,
"time of presentation" is the time by which the voting paper and
the Attached Documents must arrive at the offices of the Bank.
12. The last date for presenting statements of position to the Bank
is 10 days following the Record Date.
The text of the proposed resolutions to be brought for approval at the Meeting, the financial statements and the Report of the Board of Directors for 2007, will be available at the Office of the Secretary of the Bank, 23 Yehuda Halevi Street, Tel-Aviv,
telephone no. 972-3-5145582, during regular business hours, from the date of publication of this notice.
The text of the proposed resolutions may also be found on the MAGNA site of the Israel Securities Authority, www.magna.isa.gov.il.
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