1

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 093 Transmitted via Magna 12/04/2018 www.isa.gov.il www.tase.co.il (Public) Reference: 2018-01-030612

Immediate Report on the Appointment of a Director (Who Is Not a Corporation) or an

Individual Who Holds Office on Behalf of a Corporation That Is a Director of a Private

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

Explanation: Under Regulation 34(d) of the Securities (Periodic and Immediate Reports)

Regulations, 5730-1970, a list of senior office holders should be submitted in the framework of form

Tav 097 concurrently with the submission of this form.

1. Family Name and First Name: Lev Dalia

Family Name and First Name in English

as it appears in the passport

Lev Dalia

Gender Female

Category of Identification Number: Identity Document Number

Identification Number: 007555337

Citizenship: Private person with Israeli citizenship

Country of Citizenship:

2. Date of Birth: 02/08/1947

3. Address for Service of Legal Process: 16 Bnei Moshe St., Tel Aviv – Yafo 6239821

4. The Offices to which Appointed:

External Director _______________________

If appointed as chairman of the board of directors of the Corporation, does he also serve as

CEO or is he a relative of the CEO ___________

The appointment was approved by a general meeting on ____________

If appointed as chairman of the board of directors, does he fulfil any additional functions in the

Company ______________, details _______________

5. Previous Office in the Company prior to the Appointment:

None ________

2

6. Date of Commencement of Office: 12/04/2018

7. Academic Education:

Degree Field Name of Academic

Institution

Certified Public

Accountant Accounting Hebrew University

LL.M.

(Master of Laws) Law Bar Ilan University

Other Education and Professional Diplomas:

Certified Mediator – Israel Bar Association; Advanced Management Program – Harvard Business

School

____________

8. Main Occupations during the Last 5 Years:

Position Held Place of Employment Period During Which Position

Held

Director The First International Bank of

Israel Ltd.

2012 – March 18th, 2018

Director Paz Oil Company Ltd. 2009 – 2016

Director Strauss Group Ltd. 2008 – 2017

Chairperson and CEO Balgal Ltd. (wholly-owned company) 2003 to the present

9. Appointed as substitute director of _________ and his term of office is until ________

Explanation: To be filled in if appointed as a substitute director.

10. The director holds office as a director of another corporation.

Explanation: If he holds office as a director of another corporation, the corporations in which

he serves as a director should be specified.

Balgal Ltd. (wholly-owned company)

11. The director is not an employee of the Corporation, of a subsidiary company, of a

related company thereof or of an interested party thereof.

Explanation: If he is an employee of the Corporation or a subsidiary company, a company

related to it or of an interested party thereof, the offices he holds should be specified as

aforesaid.

____________

12. The director is not a member of the family of another interested party of the

Corporation.

Explanation: If the director is a member of the family of another interested party of

the Corporation, please give particulars.

____________

3

13. a. The director does not hold any securities of the Corporation.

b. The director does not hold any securities of an affiliate of the reporting corporation if its

activity is material to the activity of the reporting corporation.

14. The director is a member of a committee or committees of the Board of Directors:

Explanation: If the director is a member of a committee or committees of the Board of Directors,

please give particulars.

Remuneration Committee (Chairperson); Credit Committee; Audit Committee, Strategy and

Business Development Committee, Finance and Prospectus Committee

15. Does the company view the director as having accounting and financial expertise? Yes.

16. Does the company view the director as being independent? Yes.

How did he become independent Was appointed by the meeting on 12/04/2018

17. The director’s declaration pursuant to Section 224 B of the Companies Law: __________.

External Director’s Declaration isa.pdf

Explanation: The director’s declaration is required to be attached even when the director’s

appointment has been made other than by the General Meeting.

Names of the Signatories on behalf of the Corporation:

Ronit Shapira, Secretary of the Bank

Amit Levy, Legal Advisor to the Board of Directors

Signed on 12.04.2018

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: 20/02/2018

Abbreviated Name: Poalim

Address: POB 27, Tel Aviv 6100001 Telephone: 03-567 3800. 03-567 3333, Fax: 03-567 4576

Electronic Mail: ronit.shapira@poalim.co.il Company Website: http://www.bankhapoalim.co.il

Previous names of reporting entity:

Name of Electronic Reporter: Shapira Ronit, Her 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: ronit.shapira@poalim.co.il

1

DECLARATION OF A CANDIDATE FOR THE OFFICE OF

EXTERNAL DIRECTOR OF BANK HAPOALIM B. M.

I the undersigned, Dalia Lev, bearer of I.D. the number of which is 007555337, after

being warned that I must declare the truth, for if I do not do so I will be liable to the

penalties prescribed by law, do hereby declare as follows:

1. This application is made in connection with my candidacy for the appointment as

an external director pursuant to the Companies Law, 5759-1999 (“the Companies

Law”), who also fulfills the conditions of qualification as an external director as

defined in the Proper Conduct of Banking Business Directive 301 of the

Supervision of Banks (“Directive 301”), of Bank Hapoalim B.M. (“the

Company or “the Bank”).

2. I am a resident of Israel, and I am qualified to serve as a director.

3. I have the necessary qualifications, for the purpose of discharging the function of

director of the Bank, and in particular I have the education, knowledge,

experience or expertise in one or more of the following areas: Banking, finance,

economic or business activity, law, finance, accounting, risk management,

regulatory compliance, information technology, information security (including

cyber) or other area approved by the Supervisor of Banks and I have the ability to

devote the proper time for the purpose of discharging the function of director of

the Bank, all of which bearing in mind, among other things, the special needs of

the Bank and its size, and in accordance with the provisions of the Companies

Law and the regulations made thereunder and the directives of the Supervision of

Banks (“the Supervisory Directives”).

4. I am not a Relative of the controlling party of the Company, and neither I, my

Relatives, my partners, my employers, nor anyone to whom I report directly or

indirectly, nor any corporation of which I am the controlling party, do not, on the

date of my appointment as an external director of the Company or during the two

years preceding the date of the appointment, have a Link to the Company, the

controlling party of the Company or a Relative of the controlling party on the date

of the appointment, or to Another Corporation or to the holder of more than 5% of

any particular class of means of Control of the Bank; for the purposes hereof:

“Link” – the existence of a working relationship, the existence of business or

professional ties as a general rule or control, as well as holding office as an office

holder, except for holding office as a director appointed in order to hold office as

an external director of a company which is about to offer shares to the public for

the first time.

2

“Another Corporation” – a corporation the controlling party of which, on the

date of the appointment or during the two years preceding the date of the

appointment, is the Company or the controlling party thereof.

“Relative” – spouse, brother or sister, parent, parents of a parent, descendant and

also the descendant, brother, sister or parent of the spouse or the spouse of any

one of them.

“Control” – as defined in the Banking (Licensing) Law, 5741-1981 (“the

Banking (Licensing) Law”).

5. Without derogating from the provisions of Paragraph 4 above, neither I, my

Relatives, my partners, my employers, nor any one to whom I report directly or

indirectly, nor any corporation of which I am a controlling party, have any

business or professional ties to any one with whom a Link is prohibited as stated

in Paragraph 4 above, not even ties as aforesaid which are not in the normal

course, except for negligible ties, and I have not received any consideration and I

do not receive any consideration contrary to the provisions of Section 244(b) of

the Companies Law.

Following are further particulars with reference to Paragraphs 4 and 5 above,

including particulars of negligible business or professional ties (if there are any):

I and my Relatives have accounts with Bank Hapoalim and credit cards of the

Isracard group which do not create any Link. I have no credit from the Bank and

my accounts include deposits and securities.

6. My other positions and occupations do not create nor are they liable to create any

conflict of interest with my position as a director of the Bank, and they in no way

affect my ability to serve as a director of the Bank.

7. Insofar as I also serve as a director of another company (the "Other

Company"), I hereby confirm that there is no person who serves both as a

director of the Company and as an external director of the Other

Company.

8. I am neither an employee of the Securities Authority nor a stock exchange

employee in Israel.

9. I am qualified to be appointed as a director of the Company, and no restriction in

law has been imposed on me from doing so, including under Chapter G1 of the

Execution Law, 5727-1967, Section 42 of the Bankruptcy Ordinance, [New

Version], 5740-1980, Section 7 of the Companies Law, and the provisions of Sub-

Chapter B of Chapter I of Part Six of the Companies Law; without derogating

from the foregoing, I hereby confirm that I have not been declared bankrupt

3

and/or declared bankrupt and/or discharged, and that I have not been convicted in

a judgment ("Judgment") of any of the offences specified below:

(a) Offences under Sections 290 to 297, 392, 415, 418 to 420 and 422 to 428 of

the Penal Law, 5737-1977 and under Sections 52C, 52D, 53(a) and 54 of the

Securities Law, 5728-1968 (the "Securities Law");

(b) Conviction by a court outside of Israel for offences of bribery, fraud,

corporate managers’ offences or offences of exploitation of inside

information;

(c) Conviction in a Judgment of any other offence where the court stated that in

view of its nature, severity or circumstances I am not fit to serve as a

director of a public company and/or of a private company which is a

Debentures Company (as defined below).

"Debentures Company" – a company whose debentures are listed on the stock

exchange or have been offered to the public under a prospectus, within the

meaning thereof in the Securities Law, or have been offered to the public outside

of Israel under a public offering document required by the law outside of Israel,

and which are held by the public.

Furthermore, I am neither a minor nor legally incompetent, nor have I been

declared bankrupt or a debtor of limited means.

10. The Administrative Enforcement Committee, appointed under Section 52FF(a) of

the Securities Law, has not imposed any Enforcement Measure (as defined

hereunder) upon me, which prohibits me from serving as a director in a public

company or a private company which is a Debentures Company.

"Enforcement Measure" – an enforcement measure as provided in Section

52DDD of the Securities Law, which was imposed under Chapter H4 of the

Securities Law, under Chapter G2 of the Regulation of the Practice of Investment

Advising and Investment Portfolio Management Law, 5755-1995, or under

Chapter J1 of the Joint Investment Trust Fund Law, 5754-1994, as the case may

be.

11. To the best of my knowledge, there is nothing to restrict my appointment as an

external director of the Bank, including among other things, under the provisions

of the Companies Law, the Banking Ordinance, 1941, the Banking (Licensing)

Law, Directive 301, other Supervisory Directives, or the provisions of any other

law, including among other things, on account of holding office in other

corporations or on account of other ties or occupations, and also having regard to

the Bank being a significant financial entity (within the meaning of this term in

4

Section 35B of the Banking (Licensing) Law and a large banking corporation

(within the meaning thereof in Directive 301.

12. I have an academic education as: An accountant and have a Master of Law

degree. Attached are documents and certificates which support this my

declaration.

13. Business / professional experience over the last five years: Chairman and CEO of

Balgal Ltd. (a wholly owned company), serving on the boards of directors of the

following public companies: The First International Bank of Israel Ltd., Strauss

Group Ltd., Paz Oil Company Ltd. For further details see the curriculum vitae

attached to the declaration.

14. I serve as a director in the following companies: Balgal Ltd. (a wholly owned

company); The First International Bank of Israel Ltd. (I intend to resign from my

office upon being elected).

15. Following are further particulars:

Date of birth: 2.8.1947

Address for service of process: Bnei Moshe 16, Tel-Aviv

Nationality: Israeli

16. I am not a family member of another interested party of the Bank.

17. I declare that I have1:

◙ Accounting and financial expertise;

◙ Professional qualification;

◙ The ability to read and understand financial statements

A director having accounting and financial expertise is a person on account of

whose education, experience and qualifications is highly skilled and has an

understanding of business / accounting matters and financial statements in a way

that enables him to understand in depth the financial statements of the Company

and to evoke a discussion in connection with the way in which financial data are

presented; the assessment of the director’s accounting and financial skill shall be

1 Assessment of the accounting and financial expertise / professional qualification shall be carried out by

the Board of Directors. Documents and certificates in support of the declaration should be attached.

5

carried out by the Board of Directors and, among other things, his education,

experience and knowledge on the following subjects shall be included in the

totality of the considerations: (1) Accounting issues and issues of accounting

control that are typical of the area of activity in which the Company operates and

of companies of the same size and complexity of the Company; (2) The role of

the auditor and the duties with which he is charged; (3) Preparation of financial

statements and the approval thereof according to the law and the Securities Law.

A director having professional qualification is a person with an academic

degree as provided in paragraphs (1) or (2) below and has the experience as

provided in paragraph (3) below:

(1) Has an academic degree in one of the following professions: Economics,

Business Administration, Accounting, Law, Public Administration. (2) Has some

other academic degree or has completed some other higher education studies, all

within the Company’s main area of business or in the area relevant to the job title;

(3) Has experience of at least five years in one of the following, or has cumulative

experience of at least five years in two or more of the following: (a) In a senior

position in the area of the management of the business of a corporation with a

significant volume of business; (b) Holding a senior public office or a senior

position in the public service; (c) Holding a senior position in the Company’s

main area of business.

18. The Company has forwarded to me all of the particulars on the subject of external

directors’ remuneration which is current at the Company and I agree thereto.

19. I undertake that in the event of a change in any of my aforesaid declarations until

the date of the approval of my office as an external director, as well as after the

approval of my office as aforesaid, I shall inform the Bank of such fact

immediately after such change.

27.2.2018

__________________ Dalia Lev_____ (-) ________

Date Candidate’s Name and Signature

Certification

I, Advocate Amit Levy, Licence No. 23576, hereby certify that Dalia Lev who identified

herself before me by Identity Document Number 007555337, after I cautioned her that

she must declare the truth and that she will be liable to the punishments prescribed by law

if she does not do so, confirmed the correctness of her above declaration and signed it

before me.

Date: 27/2/2018 Advocate’s Signature: Amit Levy, Advocate (-)

Licence No. 23576

6

Dalia Lev

Managerial ExperienceWide and Varied Business, Financial and

Chairman of the Board of Directors of Mei Avivim, the water corporation of Tel-Aviv

Yafo, establishing and operating the company, forging the board of directors and

management, corporate governance, information systems, company finance, risk

management, ties with interested parties and regulation (2004 – 2010)

Joint CEO IDB Development, controlled by IDB Holdings, the largest investment

company in Israel – Director, member of the Executive. IDB initiated, established and

invested in most of the branches of the economy including technology, industry, finance,

communications, real estate and services. Forging strategy, investment profitability,

mergers and acquisitions, business development, ties with stakeholders and regulation,

raising resources, the capital market in Israel and the USA (1996 – 2003).

Chairman of the Board of Directors of Shufersal, a leading retailer of food and non-

edibles. Forging strategy, focusing on and sale of companies not central to the business,

business development, IPO on the stock exchange in America, seeking out foreign

investors. Raising capital and debt, innovation: Introducing its own brand, trading on the

internet, innovative pricing system, moving to an advanced logistic centre (1997 – 2003)

Deputy CEO and CFO IDB Holding Company, management of the group’s resources

and the use thereof, financial strategy, supervision of and working with the companies of

the group, investment profitability (1991 – 1996). Israel Discount Bank (1976 – 1986)

Membership of Boards of Directors

The International Bank, 2012 – to date. Committees: Loans, Audit and Financial

Statements, Remuneration, Risk Management.

Strauss Group, 2008 – 2017. Committees: Chairman Finance, Strategy, Financial

Statements, Appointments and Corporate Governance

Paz Oil Company, 2009 – 2016. Committees: Finance, Financial Statements, Audit,

Remuneration

Paz Industries, 2010 – 2012. Committees: Finance and Reporting, Audit

Ashdod Refineries, 2009 – 2012

Israel Airports Authority, 2004 – 2012. Committees: Chairman Finance, Development,

Investments, Audit

7

Mei Avivim, Chairman of the Board of Directors, 2004 – 2010

The International Bank, 2003 – 2009. Committees: Chairman Audit, Loans,

Management

Shufersal, Chairman of the Board of Directors, 1997 – 2003 and previously a director

IDB Holdings and Development. Director of the main companies of the group

including: Discount Investments, Clal, Clal Insurance Company, Ezorim, El Yam

Membership of Organizations

Tel Aviv University, Board of Governors

Ben Gurion University, Board of Governors

Government Directors Team

Social societies, formerly professional and public committees

Certified Public Accountant, the Hebrew University, 1969

LLM (Master of Laws), Bar Ilan University, 2003

AMP, Harvard University, 1996

Certified Mediator, Israel Bar Association, 2003

February 2018

8

The Hebrew University in Jerusalem The Eliezer Kaplan School for Economics and Social Sciences

The Dean of the Faculty of Social Sciences and its Council

Confer on

Ms. Dalia Biderman

A Certificate in Accounting

After having completed her prescribed studies and duly passed the

examinations

And in witness whereof I have affixed my signature

Jerusalem the seventeenth day of the month of Adar Aleph 5730

(-)

The Dean

9

With God’s Help

The Senate

Of

Bar – Ilan University

Confers upon

Dalia Lev I. D. 00755533-7

The Degree of

Master of the University

In the Specialist Subject of

Law *

After having duly completed her course of studies

Ramat Gan, 3rd

of the month of Sivan 5764

________(-)___________ _________(-)______________ Prof. Moshe Kaveh Prof. J. Yeshurun

President of the University Rector of the University

_________(-)_____________ __________(-)__________________

Prof. Y. Iram Prof. R. Shapira

10

11

The Israel Bar Association

The David Rotlevy National Mediation Institute

CERTIFICATE

This is to certify that

Ms. Dalia Lev

I. D. 007555337

Attended and met the requirements of

the Mediation Course

Encompassing 60 hours of study

(-) (-) ___________________ __________________ Adv. Shay Segal Adv. Moshe Chechik

Deputy Head of the Bar (Joint) Chairman of the National

(Joint) Chairman of the National Mediation Institute

Mediation Institute

29.12.03 – 1.3.04

_______________

Date