Citi Fun 29 Regulatory News (AD49)

5 Jun 2008 14:21



BANK LEUMI LE-ISRAEL B.M.

(GUARANTOR - GUARANTEED EURO MEDIUM TERM NOTE

PROGRAMME OF LEUMI INTERNATIONAL INVESTMENTS N.V.)

Translation of Immediate Report

Bank Leumi le-Israel B.M.

Registration No. 520018078

Securities of the Corporation are listed on The Tel Aviv Stock Exchange

Abbreviated Name: Leumi

POB 2 Tel Aviv 61000

Phone: + 972 3 5148111, + 972 3 5149419; Facsimile: + 972 3 5149732

Electronic Mail: jennifer@bll.co.il

5 June 2008

To:  Israel Securities Authority (www.isa.gov.il) 

The Tel Aviv Stock Exchange (www.tase.co.il)

Immediate Report on Outcome of General Meeting

Regulation 36D of the Securities (Periodic and Immediate Reports) Regulations, 1970

1. At the General Meeting held on 5 June 2008 the following resolutions were approved:

Resolutions attached. 

Note: If the General Meeting approved a resolution where the legally required majority is not  an ordinary majority, the following details will be included in the report: Total number of shares participating in the vote, number of shares voting in favor of and against the resolution, and the percentages that these constitute out of the total number of shares included in the quorum for the purposes of the vote, while differentiating between the controlling shareholders or those voting on their behalf and the non-controlling shareholders or those voting on their behalf. In addition, any other differentiation between shareholders as is required for the purposes of approving the resolution will be noted.

_____________________________________________________________________

Name of Electronic Reporter: Jennifer Janes, Position: Executive Vice President, Group Secretary

POB 2 Tel Aviv 61000, Phone: + 972 3 5149419, Facsimile: + 972 3 5149732, 

Electronic Mail: jennifer@bll.co.il

Bank Leumi le-Israel B.M.

Annex to Immediate Report dated 5 June 2008

Resolutions Approved at the Annual General Meeting held on 5 June 2008

Item 1:  The Financial Statements for 2007

Resolved: To receive the Financial Statements and the Reports of the Directors and Auditors for the year ending 31 December 2007.

Item 2: Approval of the Distribution of a Dividend in respect of the Fourth Quarter of 2007

Resolved: To approve the distribution of a dividend in respect of the fourth quarter of 2007, of some 18.4% of the paid-up capital (some NIS 0.18 for every NIS 1.0 par value of ordinary stock), constituting some 52.2% of the net profit for the fourth quarter of 2007, to be paid on 30 June 2008. (Should additional options be exercised up until the record date, the rate of the dividend in relation to the paid-up capital, and the amount of the dividend per share will be reduced accordingly.) 

Together with the dividend for the first nine months of 2007, which was paid in February 2008, the total dividends in respect of 2007 will reach some 50.2% of the net profit for 2007.

Item 3:  Election of Auditors

Resolved: To reelect the Auditors Somekh Chaikin and Kost Forer Gabbay & Kasierer, and to authorize the Audit Committee of the Board of Directors to fix their remuneration.

Item 4: Amendment to Article 8 of the Articles of Association (By-laws) of the Bank

Resolved: To approve an amendment to Article 8 of the Articles of Association, by the addition of the following paragraph: "The Board of Directors may delegate its authority to allot shares arising from the exercise or conversion of securities of the Company - to a Board Committee, to the General Manager of the Company or to any other person recommended to the Board of Directors by the General Manager".

Item 5:  Payment of a Bonus to the Chairman of the Board of Directors

Resolved: To approve the payment of a bonus to the Chairman of the Board of Directors, Mr. Eitan Raff, in respect of the results of 2007, in the amount of NIS 4 million.

Item 6(a): Reelection of Mr. Rami Avraham Guzman as a Director 

Resolved: To reelect Mr. Rami Avraham Guzman as a Director.

Item 6(b): Reelection of Adv. Jacob Mashaal as a Director

Resolved: To reelect Adv. Jacob Mashaal as a Director.

Item 6(c): Reelection of Mr. Zvi Koren as a Director

Resolved: To reelect Mr. Zvi Koren as a Director.

Item 6(d): Election of a New Director, Adv. Miri (Miriyam) Katz

Resolved: To elect Adv. Miri (Miriyam) Katz as a new Director.

Item 7:  Approval of the Purchase of a New Directors' and other Officers' Liability Insurance Policy (D&O) 

Resolved: To approve the purchase of a new insurance policy in respect of the liability of the Directors and other officers of the Bank and the Group, for a period of 18 months commencing 30 April 2008, with cover of up to U.S.$ 260 million at a premium not exceeding U.S.$ 1,800 thousand.

Item 8:  Resolutions concerning Approval of Holding Positions and Disclosure by Officers

Resolved: To approve the resolutions concerning approval of holding positions and disclosure by officers, pursuant to the text presented to the Meeting.