ISRAEL DISCOUNT BANK LTD.

T049
Public
ISRAEL DISCOUNT BANK LTD.
Registration no. 520007030
The securities of the corporation are listed for trading on the Tel Aviv Stock Exchange
Abbreviated name: Discount
Address: 23 Yehuda Halevi St., Tel Aviv 65136, Israel
Tel: 972-3-5145582; 972-3-5145544; Fax: 972-3-5171674
e-mail: [email protected]
Transmission date: March 22, 2012
Reference: 2012-01-075783
Israel Securities Authority
www.isa.gov.il
Tel Aviv Stock Exchange Ltd.
www.tase.co.il
Immediate Report Regarding Results of a Meeting to Approve a Transaction with a Controlling Shareholder
and/or to Approve a Private Offering and/or to Approve the Dual Appointment of a Chairman-CEO and/or to
Approve the Appointment of an Outside Director
According to Regulation 13 of the Securities Regulations (Transaction Between a Company and its Controlling
Shareholder), 5761-2001 or Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed
Company), 5760-2000
Regulation 36D(b) of the Securities Regulations (Periodic and Immediate Reports), 5730-1970
1.
At the Meeting that was held on: March 21, 2012
published under report reference: 2012-01-035256
And the topics on the agenda of which are:
Serial
No.
1.
The notice regarding the convening of which was
Type of Transaction / Topic to be Voted Upon
Appointment of Outside Director
Summary of the Topic
Appointment of Edith Lusky for an additional period
of service as a Director in the capacity of an Outside
Director, according to its meaning in the Companies
Law, 5759-1999.
The resolutions set forth below were passed:
1
Type of transaction/topic to be voted upon: Appointment of Outside Director
Summary of the topic: Appointment of Edith Lusky for an additional period of service as a Director with the
status of Outside Director according to its meaning in the Companies Law, 5759-1999.
Summary of proposed resolution: To appoint Edith Lusky for an additional period of service as a Director in the
capacity of an Outside Director, according to its meaning in the Companies Law, 5759-1999. The additional
service commences on March 25, 2012.
The Meeting resolved to: Approve the resolution
Number of shares/securities that participated in the vote: 638,230,779
Number of shares/securities that voted in favor: 635,103,486
Number of shares/securities that participated in the vote, and that were not classified as shares or securities
belonging to owners or holders, respectively, with a personal interest / as shares belonging to controlling
shareholders or their representatives:
373,065,938 of which 369,938,645 voted in favor of approving the transaction.
Number of shares/securities that voted against: 3,127,293
Percentage of votes cast in favor of approving the transaction out of the total votes not cast by shareholders with a
personal interest / not cast by controlling shareholders or their representatives: 99.16%
Percentage of votes cast against out of the total voting rights of the Company: 0.30%
2.
Resolutions of the Meeting regarding other topics that were on the agenda:
Item 1.1.2 on the agenda: Appointment of David Levinson as a Director in the capacity of an Outside Director, pursuant
to Directive No. 301 of the Proper Conduct of Banking Business Directives
Resolved:
To approve Mr. Levinson as a Director. Mr. Levinson will serve as a Director in the capacity of an Outside Director,
pursuant to Directive No. 301 of the Proper Conduct of Banking Business Directives.
The appointment takes effect from the date of being approved by the Meeting.
Topic 1.2 on the agenda: Amendment to the Bank’s Articles of Association with regard to “Exemption, Indemnification
and Insurance”.
Resolved:
To amend clauses 72 through 76 and the addition of clause 76A to the Bank’s Articles of Association with regard to
exemption, indemnification and insurance, in accordance with the detailed and marked-up text attached to the
Immediate Report that the Bank submitted to convene the Meeting.
Topic 1.3 on the agenda: Approval of engagement in a Liability Insurance Policy for Directors and Other Officers.
Resolved
To approve the engagement of the Bank to purchase an insurance policy to cover the liability of Directors and other
Officers, as well as the Internal Auditor, who are today serving and who have previously served in the Bank and in
companies in which the Bank holds, directly or indirectly, 50% or more of the equity or voting rights, including those
who had served as Officers in companies in the Discount Bank Group and are Controlling Shareholders of the Bank.
The policy also covers Officers who have been nominated by the Bank to serve in a company in which the Bank holds
less than 50% of the equity or voting rights. The principal terms of the engagement are as follows: (a) The insurer
under the policy is Clal Insurance Company Ltd. (b) The period of insurance is for the period from April 1, 2012
through March 31, 2013. (c) The premium payable by the Discount Bank Group for the policy, for the period of
insurance, will not exceed the amount approved with respect to the preceding year (approximately US$ 765 thousand).
The Bank’s share (excluding subsidiaries) in the aforesaid premium will not exceed the amount approved with respect to
the preceding year (approximately US$ 450 thousand). (d) The insurer’s liability limit under the policy is in the amount
of US$ 150 million per claim and per period of insurance. (e) In the event of a claim against any of the Officers, there
will be no deductible applicable to the Officers themselves. The Bank will bear a deductible of US$ 75,000 per event.
3. Details of those voting at the Meeting that are institutions, interested parties or senior officers:
See attached appendix. The details that have to be presented in this form for each voter are presented in the appendix.
4.
This report is to be submitted with the report(s) listed below:
Report
Original Report
Correction Report
Publication Date
07/02/2012
09/02/2012
Reference Number
2012-01-035256
2012-01-038436
Correction Report
13/03/2012
2012-01-066165
Reference numbers of previous documents relating to this topic (their mention does not constitute their inclusion by way
of reference):
Prior names of the reporting entity:
Date of updating structure of form: March 14, 2012
________________________________________________________________________________________________
Name of person making electronic report: Moshkovitz, Ruth; Position: Corporate Secretary
Name of Employing Company:
23 Yehuda Halevi St., Tel Aviv 65136, Israel, Tel: 972-3-5145582; Fax: 972-3-5171674
e-mail: [email protected]
Israel Discount Bank's Immediate Reports are published in Hebrew on the website of the Israel Securities
Authority and the Tel Aviv Stock Exchange.
The English translation is prepared for convenience purposes only.
In the case of any discrepancy between the English and Hebrew versions, the Hebrew will prevail.