RNS Number : 1450T

Hapoalim International NV

18 March 2019

RNS Notification

18 March 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 Schedule of 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.

בנק הפועלים בע"מ

                                                   Bank Hapoalim B.M.                                                                                            

                                                      Number with the Registrar: 520000118                         

Securities Authority   Tel Aviv Stock Exchange Ltd.  Tav 097   Transmitted via Magna 18/03/2019

www.isa.gov.il           www.tase.co.il                         (Public)   Reference: 2019-01-023188

Immediate Report Consisting of the Schedule of Senior Office Holders

Regulation 34 (d) of the Securities (Periodic and Immediate Reports) Regulations, 5730-1970

Please note that the definition of Senior Office Holder in the Securities

(Periodic and Immediate Reports) Regulations, 5730-1970 also includes, inter alia, a director.

There follows the Schedule of the Senior Office Holders and the Substitute Directors of the Corporation correct as of 17/03/2019

	Name	Category and Identifying Number	Title	Date of Appointment / Classification	Member of Committees of the Board of Directors
1	Oded Eran Name in English As it appears in Passport : Oded Eran	I.D. Number 053378824	Chairman of the Board of Directors Has Accounting and Financial Expertise Yes	Date of Appointment Date of Classification as an Independent Director	Audit Committee: No Balance Sheet Committee: No Remuneration Committee: No Additional Committees: Information Technology and Technological Innovation Committee (chairperson); Corporate Governance and Stakeholders Committee (chairperson); Credit Committee (chairperson); Risk Management and Control Committee; Strategy and Business Development Committee
2	Ronit Abramson  Rokach Name in English As it appears in Passport : Ronit Abramson Rokach	I.D. Number 054121108	External Director Has Accounting and Financial Expertise No	Date of Appointment 05/02/2018 Date of Classification as an Independent Director	Audit Committee: Yes Balance Sheet Committee: Yes Remuneration Committee: Yes Additional Committees: Risk Management and Control Committee; Corporate Governance and Stakeholders Committee
3	Dalia Lev Name in English As it appears in Passport : Dalia Lev	I.D. Number 007555337	External Director Has Accounting and Financial Expertise Yes	Date of Appointment 12/04/2018 Date of Classification as an Independent Director	Audit Committee: Yes Balance Sheet Committee: Yes Remuneration Committee: Yes Additional Committees: Credit Committee; Information Technology and Technological Innovation Committee; Strategy and Business Development Committee
4	Yacov Peer Name in English As it appears in Passport : Yacov Peer	I.D. Number 052242609	Independent Director Has Accounting and Financial Expertise Yes	Date of Appointment Date of Classification as an Independent Director 23/08/2016	Audit Committee: Yes Balance Sheet Committee: Yes Remuneration Committee: No Additional Committees: Credit Committee; Risk Management and Control Committee; Strategy and Business Development Committee
5	Moshe Koren Name in English As it appears in Passport : Moshe Koren	I.D. Number 1228998	Ordinary Director Has Accounting and Financial Expertise Yes	Date of Appointment Date of Classification as an Independent Director	Audit Committee: Yes Balance Sheet Committee: Yes Remuneration Committee: Yes Additional Committees: Credit Committee; Risk Management and Control Committee (chairperson)
6	Richard Kaplan Name in English As it appears in Passport : Richard Kaplan	Passport Number 546372472	Ordinary Director Has Accounting and Financial Expertise No	Date of Appointment Date of Classification as an Independent Director	Audit Committee: No Balance Sheet Committee: No Remuneration Committee: No Additional Committees: Corporate Governance and Stakeholders Committee; Strategy and Business Development Committee
7	Ruben Krupik Name in English As it appears in Passport : Ruben Krupik	I.D. Number 013482518	Independent Director Has Accounting and Financial Expertise Yes	Date of Appointment Date of Classification as an Independent Director 07/01/2016	Audit Committee: Yes Balance Sheet Committee: Yes Remuneration Committee: No Additional Committees: Strategy and Business Development Committee (chairperson); Information Technology and Technological Innovation Committee; Corporate Governance and Stakeholders Committee
8	Ari Pinto Name in English As it appears in Passport : Ari Pinto	I.D. Number 069042505	President and Chief Executive Officer ___________ Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: _________ Balance Sheet Committee: ________ Remuneration Committee: ________ Additional Committees: ___________________
9	Yael Almog Name in English As it appears in Passport : Yael Almog	I.D. Number 059284745	Other Member of the Board of Management, Senior Deputy Managing Director and Chief Legal Adviser Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
10	Amir Bachar Name in English As it appears in Passport : Amir Bachar	I.D. Number 029331113	Other Member of the Board of Management, Senior Deputy Managing Director and Chief Risk Officer Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
11	Eti Ben-Zeev Name in English As it appears in Passport : Eti Ben-Zeev	I.D. Number 023571540	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Information Technology Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
12	Yael Dromi Name in English As it appears in Passport : Yael Dromi	I.D. Number 025198193	Other Member of the Board of Management, Senior Deputy Managing Director, Head of Stakeholder Relations Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
13	Erez Yosef Name in English As it appears in Passport : Erez Yosef	I.D. Number 023086101	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Strategy, Resources and Operations - COO Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
14	Tsahi Cohen Name in English As it appears in Passport : Tsahi Cohen	I.D. Number 022007587	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Corporate Banking Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
15	Ofer Levy Name in English As it appears in Passport : Ofer Levy	I.D. Number 052222577	Other Member of the Board of Management, Senior Deputy Managing Director and Chief Accountant Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
16	Yadin Antebi Name in English As it appears in Passport : Yadin Antebi	I.D. Number 028078525	Other Member of the Board of Management, Senior Deputy Managing Director, Head of Financial Markets and International Banking Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
17	Ofer Koren Name in English As it appears in Passport : Ofer Koren	I.D. Number 027875475	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Finance - CFO Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
18	Ronen Stein Name in English As it appears in Passport : Ronen Stein	I.D. Number 022537021	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Retail Banking Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
19	Golan Scherman Name in English As it appears in Passport : Golan Scherman	I.D. Number 23706583	Other Member of the Board of Management, Senior Deputy Managing Director and Head of Innovation Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
20	Zeev Hayo Name in English As it appears in Passport : Zeev Hayo	I.D. Number 057069676	Other Internal Auditor Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
21	Gilad Bloch Name in English As it appears in Passport : Gilad Bloch	I.D. Number 028487296	Other Secretary of the Bank Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
22	Asaf Azulay Name in English As it appears in Passport : Asaf Azulay	I.D. Number 052807120	Other Head of Marketing and Advertising Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
23	Avner Paz - Tzuk Name in English As it appears in Passport : Avner Paz - Tzuk	I.D. Number 058010844	Other Manager of the Project of Modernizing the Bank's Core IT Systems Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________
24	Niv Polani Name in English As it appears in Passport : Niv Polani	I.D. Number 057764730	Other Head of Business Development Has Accounting and Financial Expertise ___________	Date of Appointment Date of Classification as an Independent Director	Audit Committee: ________ Balance Sheet Committee: ________ Remuneration Committee:  ________ Additional Committees: _____________________

Explanation:

1.   In so far as a senior office holder is a member of more than one of the committees of the board of directors, the name of the committee or the committees should be specified.

2.   A balance sheet committee is the committee which examines the financial statements according to the Companies Regulations (Instructions and Provisions Regarding the Procedure for the Approval of the Financial Statements), 5770-2010.

1.   Mrs. Ronit Abramson Rokach (an external director) serves as chairperson of the Audit Committee, Mrs. Dalia Lev (an external director) serves as chairperson of the Remuneration Committee.

2.   Mr. Richard Kaplan - as of January 15, 2019 member of the committees: Corporate Governance and Stakeholders; Strategy and Business Development

3.   As of November 13, 2018 the name of the Information Technology Committee was updated to the Information Technology and Technological Innovation Committee.

4.   Mr. Gilad Bloch serves as Secretary of the Bank as of February 1, 2019.

Names of the Signatories on behalf of the Corporation and their job titles:

Gilad Bloch, Secretary of the Bank

Amit Levy, Legal Advisor to the Board of Directors

Signed on March 18^th, 2019

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

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: 19.02.2019

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 

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