T460 public MIZRAHI TEFAHOT BANK LTD · "Companies Law") Osnat Ronen, Avi Zigelman, Gideon Siterman and Abraham Neyman, will complete their term of service as Directors in the Bank,

T460

public

MIZRAHI TEFAHOT BANK LTD

No. with the Registrar of Companies: 520000522 Securities of the Corporation Listed for Trading on the Tel Aviv Stock Exchange

Abbreviated name: Mizrahi Tefahot 7 Jabotinsky Street, Ramat Gan 52520, Israel

Telephone: 972-3-7559207, 972-3-7559720; Fax: 972-3-7559913 e-mail: [email protected]

Date of transmission: October 27, 2014

Reference: 2014-01-181860 To To Israel Securities Authority Tel Aviv Stock Exchange Ltd www.isa.gov.il www.tase.co.il

Immediate Report on the Convening/Postponement/Cancellation of a Meeting Section 36B(a) and (d) and Section 36C of the Securities Regulations (Periodic and

Immediate Reports), 5730-1970. Explanation: insofar as any of the matters on the meeting’s agenda is the approval of a

transaction with a controlling shareholder or the approval of an extraordinary offer, Form T133 or T138 should be filed, respectively, and thereafter a report should be filed on this

form as well.

The corporation announces the convening of a meeting

1. On October 27, 2014 it was resolved to convene an annual meeting, To be held on Wednesday, December 3, 2014, at 10:00, at the following address: 7 Jabotinsky Street, Ramat Gan, Israel

2. The number of the security on the Tel-Aviv Stock Exchange (“TASE“) entitling the holder thereof to participate at the meeting: 695437.

Explanation: if the meeting in question concerns more than one security number, a separate T460 should be filed for any additional security. Reports listing additional security numbers would require the filing of a form of correction

The effective date for entitlement to attend and vote at the meeting: November 3, 2014.

3. On the agenda:

Issues/resolutions which will be raised at the meeting:

1

The issue/resolution and its details:

Discussion of the Bank’s Financial Statements for December 31, 2013, and of the Board of Directors’ Report on the State of the Bank’s Affairs for 2013

A reported issue which is not put to vote

2


Re-appointment of the Directors in the Bank, Moshe Vidman, Zvi Ephrat, Ron Gazit, Liora Ofer, Mordechai Meir, Jonathan Kaplan, and Yoav-Asher Nachshon, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto (the vote in respect of each candidate, as provided above, will be held separately).

3


Re-appointment of Mrs. Sabina Biran as External Director, as defined in the Proper Conduct of Banking Business Directive No. 301, regarding Board of Directors, given by the Supervisor of Banks (the "Directive of the Supervisor of Banks"), for an additional term of service of three (3) years, starting on February 27, 2015, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

4


Re-appointment of Brightman Almagor Zohar & Co., as the Bank's auditors, as well as reporting the remuneration of the auditors for 2013

Attached is the report on the convening of the meeting.

4. Attached hereto please find: a voting paper, a declaration of a candidate to serve as a Director in the Corporation, a declaration of Independent Director

Explanation: if a voting paper and/or a position notice are attached, they should be prepared in accordance with the provisions of the Companies Regulations (Voting in Writing and Position Notices), 5766-2005.

5. The legal quorum for holding the meeting:

The legal quorum for holding the general meeting will be constituted upon the presence, in person or by proxy, of two shareholders holding at least twenty five percent (25%) of the voting rights, within half an hour from the time set for the beginning of the meeting.

6. In the absence of a legal quorum, the adjourned meeting will be held on December 10, 2014 at 10:00, at the following address: 7 Jabotinsky Street, Ramat Gan, Israel

7. The times and places where any proposed resolution which was not described in full in the above description of the agenda may be inspected:

The Bank's offices, 7 Jabotinsky Street, Ramat Gan, Israel, during standard business hours, until the time set for the meeting.

Comment in respect of Section 3(2) above: The External Directors, according to the Companies Law, 5759-1999, Osnat Ronen, Avi Zigelman, Gideon Siterman and Abraham Neyman will complete their term of service as Directors in the Bank, according to law. The External Directors, according to the Directive of

the Supervisor of Banks, Mr. Joseph Shachak and Mrs. Sabina Biran, will complete their current term of service as Directors in the Bank, according to the Directive of the Supervisor of Banks and according to the Bank's Articles of Association. On this issue, it is noted that as detailed in Section 3(3) above, it is proposed that Mrs. Sabina Biran be re-appointed for an additional term of service of three (3) years, starting on February 27, 2015

The above report was signed by Mrs. Maya Feller, the Bank's Secretary

Reference numbers of previous documents concerning the issue reported herein (the mention does not constitute inclusion by way of reference): 2014-01-157953

Previous names of reporting entity: United Mizrahi Bank Ltd.

Form updated on: September 3, 2014

Name of the person reporting electronically: Maya Feller, Position held: Bank's Secretary, Name of employer company: United Mizrahi Bank Ltd. 7 Jabotinsky Street, Ramat Gan, 52520, Israel, Tel: 972-3-7559720, Fax: 972-3-7559923, Email: [email protected]

Mizrahi Tefahot Bank Ltd. Date: October 27, 2014

Immediate Report on the Convening of an Annual General Meeting

Pursuant to the Securities Regulations (Periodic and Immediate Reports) 5730-1970 ("Regulations of Periodic and Immediate Reports") Mizrahi Tefahot Bank Ltd. (the "Bank") hereby announces the convening of an annual general meeting (the "Annual Meeting") on Wednesday, December 3, 2014, at 10:00, at the Bank's offices, 7 Jabotinsky Street, Ramat Gan, Israel, 13th floor.

1. The Issues on the Agenda of the Annual Meeting and a Summary of the Proposed Resolutions:

1.1 Financial Statements

1.1.1 The nature of the issue and the main facts which are required for the understanding of the issue: Discussion of the Bank's Financial Statements, for December 31, 2013, and of the Board of Directors' Report on the State of the Bank's Affairs for 2013

1.1.2 The proposed resolution: No resolution will be adopted regarding this issue.

1.2 Re-Appointment of Directors

1.2.1 Nature of the issue: Re-appointment of Directors.

1.2.2 The main facts which are required for the understanding of the issue: According to the Bank's Articles of Association, it is proposed to re-appoint the members of the Board of Directors, whose names are specified in Section 1.2.3 below.

The External Directors, according to the Companies Law, 5759-1999 (the "Companies Law") Osnat Ronen, Avi Zigelman, Gideon Siterman and Abraham Neyman, will complete their term of service as Directors in the Bank, according to law. The External Directors, as defined in the Proper Conduct of Banking Business Directive No. 301, Board of Directors, given by the Supervisor of Banks (the "Directive of the Supervisor of Banks"), Mr. Joseph Shachak and Mrs. Sabina Biran, will complete their current term of service as Directors in the Bank, according to the Directive of the Supervisor of Banks and according to the provisions of the Bank's Articles of Association.

On this matter, it should be noted that as specified in Section 1.3 below, it is proposed that Mrs. Sabina Biran be re-appointed for an additional term of service of three (3) years, starting on February 27, 2015.

1.2.3 The proposed resolutions:

To re-appoint the following members of the Board of Directors, as Directors in the Bank:

a. Moshe Vidman;

b. Zvi Ephrat;

c. Ron Gazit;

d. Liora Ofer;

e. Mordechai Meir;

f. Jonathan Kaplan;

g. Yoav Asher-Nachshon.

1.2.4 A separate vote will be held in respect of each candidate, as provided above, for a Director's position.

1.2.5 The re-appointment of said directors is subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

1.2.6 The candidates for re-appointment as Directors, as provided above, have given declarations to the Bank, in accordance with Section 224B(a) of the Companies Law, which is attached hereto.

The Bank refers to the details which are required according to Regulation 26 of the Regulations of Periodic and Immediate Reports, in respect of the said Directors, as included in the Periodic Report for 2013 published by the Bank on March 10, 2014 (ref. no. 2014-01-009396) (the "Periodic Report for 2013"), subject to the change detailed below. These references constitutes incorporation by way of reference of the information included in this regard in the said report; hereinafter is the change:

On April 8 2014 Ms. Liora Ofer, ceased to serve as a director in Residence Towers Ltd.

1.2.7 It shall be noted that other than the External Directors in the Bank, according to the Companies Law, who are also Independent directors, two External Directors according to the Directive of the Supervisor of Banks serve in the Bank, and were classified by the Audit Committee as independent directors.

1.2.8 It shall further be noted that the Directors: Moshe Vidman; Mordechai Meir; Gideon Siterman; Joseph Shachak; Osnat Ronen; Abraham Neyman; Sabina Biran; Avi Zigelman; Jonathan Kaplan and Yoav Asher-Nachshon, were assessed by the Board of Directors as having accounting and financial expertise, in accordance with the Companies Regulations (Conditions and Criteria for Directors with Accounting and Financial Expertise and Directors with Professional Qualifications) 5766-2005 (the "Regulations for the Examination of Expertise and Qualification").

1.2.9 In respect of the remuneration which is paid to the Directors which serve on the Bank's Board of Directors (other than the Chairman of the Board of Directors), including the External Directors and including the Directors who are controlling shareholders in the Bank, see the immediate report released by the Bank on September 15, 2014 (ref. no. 2014-01-157959); this reference constitutes incorporation by way of reference of the information which is included in this regard, in the said immediate report.

1.3 Re-appointment of Mrs. Sabina Biran as External Director, as defined in the Directive of the Supervisor of Banks

1.3.1 Nature of the issue: Re-appointment of an External Director in the Bank, as the term is defined in the Directive of the Supervisor of Banks ("External Director According to the Directive of the Supervisor").

1.3.2 The main facts which are required for the understanding of the issue:

a. Mrs. Sabina Biran was first appointed an External Director According to the Directive of the Supervisor, on February 27, 2012, and was assessed by the Board of Directors as a Director with Accounting and Financial Expertise, in accordance with the Regulations for the Examination of Expertise and Qualification.

b. The term currently served by Mrs. Sabina Biran is due to end on February 26, 2015, three years after the date of her initial appointment.

c. It is proposed to re-appoint Mrs. Sabina Biran as External Director According to the Directive of the Supervisor, for an additional term of service of three (3) years, starting on February 27, 2015, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

d. The Bank hereby refers to the details required according to Regulation 26 of the Regulations of Periodic and Immediate Reports, in respect of Mrs. Sabina Biran, as included in the Periodic Report for 2013. This reference constitutes incorporation by way of reference of the information included in this regard in said Periodic Report (including pages 14 and 216 of the Periodic Report).

e. Mrs. Sabina Biran provided the Bank with a declaration pursuant to Sections 224B and 241 of the Companies Law. A copy of Mrs. Biran's declaration is attached to this Immediate Report.

f. On October 27, 2014, the Bank's Board of Directors re-assessed (for the sake of good order) Mrs. Sabina Biran as having accounting and financial expertise, pursuant to the Regulations for the Examination of Expertise and Qualification.

In addition, on October 2, 2014, the Audit Committee reapproved that Mrs. Biran meets the Criteria of "Independent Director", as defined in Section 1 of the Companies Law.

g. In January 2014, the Audit Committee approved a Mortgage Loan Agreement between the Bank and Mrs. Biran and her (ex-)Spouse, in order to refinance a previous mortgage loan (from July 2010). The previous mortgage loan had been given to them as part of a purchase group, prior to Mrs. Biran's first appointment as a Director at the Bank.

On this issue, in the meeting of the Audit Committee of October 2, 2014, It was approved that the Committee was of the opinion that Mrs. Biran does not have and didn’t have any affinity to the Bank in the past two years (and so also during her current term as Director and in the time before it), and any affinity between the two, if exists is only "insignificant ties", both from the point of view of Bank and from that of Mrs. Biran.

h. Regarding the remuneration paid to directors in the Bank, see the Immediate Report released by the Bank on September 15, 2014 (ref. no. 2014-01-157959); this reference constitutes an incorporation by way of reference of the information which is included in this regard in the said Immediate Report.

1.3.3 The proposed resolution: to re-appoint Mrs. Sabina Biran as External Director According to the Directive of the Supervisor, for an additional term of service of three (3) years, starting on February 27, 2015, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

1.4 Re-appointment of the auditors and the reporting of their remuneration

1.4.1 Description of the nature of the issue and the main facts which are required for the understanding of the issue: Re-appointment of Brightman Almagor Zohar & Co., as the Bank's auditors, and the reporting of the auditors' remuneration for 2013.

1.4.2 The proposed resolution: To re-appoint Brightman Almagor Zohar & Co. as the Bank's auditors.

2. The majority which is required for the approval of the resolutions

The required majority in the general meeting and in the postponed general meeting, for the approval of the re-appointment of each one of the Directors, as provided in Sections 1.2.3a.-1.2.3g. above, and for the approval of the re-appointment of Mrs. Sabina Biran as External Director According to the Directive of the Supervisor, as provided in Section 1.3 above, and also for the approval of the appointment of the Bank's auditors, as provided in Section 1.4 above, is an ordinary majority of all of the shareholders which are participating in the Annual Meeting which are entitled to vote and which voted thereat, without taking into account the abstaining votes.

3. Place and time of the meeting

3.1 The general meeting will convene on Wednesday, December 3, 2014, at 10:00, at the Bank's offices, 7 Jabotinsky St., Ramat Gan, Israel, 13th floor (the "Bank's Offices"). If the meeting is postponed it will be held on Wednesday, December 10, 2014, at the same time and place.

The effective date for determining the shareholders' entitlement to vote in the general meeting, as provided in Section 182 of the Companies Law, is November 3, 2014.

3.2 The legal quorum for holding the general meeting will be constituted upon the presence, in person or by a proxy, of two shareholders with at least twenty five percent (25%) of the voting rights, within half an hour from the time which was scheduled for the beginning of the meeting.

3.3 A shareholder will be entitled to vote at the Annual Meeting, in person or by a proxy. In addition, a shareholder shall be entitled to vote at the Annual Meeting, at a vote for approval of the resolutions, as provided in Sections 1.2.3a to 1.2.3g as well as Section 1.3 above, through a voting paper, as provided in Section 3.4 below.

3.4 Voting in writing will be performed on the second part of the voting paper, which is attached hereto. The voting paper and the documents which are required to be attached thereto (the "Attached Documents"), as provided in the voting paper,

should be delivered to the Bank's Offices by no later than 72 hours prior to the convening of the meeting. In this regard, the "time of delivery" is the time of arrival of the voting paper and the Attached Documents at the Bank's Offices.

3.5 The document appointing a proxy to vote (the "Letter of Appointment") and the power of attorney whereby the Letter of Appointment was signed (if any) or a copy thereof, certified to the Bank's satisfaction, will be prepared and signed by the appointer or by his or her proxy who will be authorized therefor in writing, and if the appointer is a corporation, will be signed in such manner which will bind the corporation. The Letter of Appointment will be deposited in the Bank's Offices by no later than 48 hours prior to the time which is scheduled for the beginning of the meeting.

3.6 The distribution sites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., where both voting papers and position notices can be found:

a. Distribution site of the Israel Securities Authority: http://magna.isa.gov.il/

b. Website of the Tel Aviv Stock Exchange Ltd.: http://maya.tase.co.il/

3.7 Shareholders are entitled to request the text of the voting papers and position notices directly from the Bank.

3.8 An unregistered shareholder is entitled to receive by e-mail, free of charge, a link to the text of the voting paper and position notices on the distribution site, from the TASE member through which the shareholder holds his shares, unless the shareholder gave a notice to the TASE member, that he is not interested in receiving such links, or that he is wishing to receive the voting papers by mail, against the payment provided that such notice was given concerning a certain securities account and before the effective date; a notice regarding voting papers shall also apply to receiving position notices.

3.9 A shareholder whose shares are held through a TASE member may obtain certificate of title at a branch of the TASE member or by mail, against the payment only of postal charges, if the shareholder shall so request. A request in such regard shall be given in advance in respect to a particular securities account.

3.10 The Bank's address for delivery of voting papers and position notices: the Bank's Offices on 7 Jabotinsky Street, Ramat Gan, Israel.

3.10.1 The deadline for delivery of position notices to the Bank: up to 10 days after the effective date (the "Deadline for Delivery of Position Notices by the Shareholders").

3.10.2 The deadline for delivery of the Board of Directors' response to the position notices: no later than 5 days after the Deadline for Delivery of Position Notices by the Shareholders.

3.11 The Bank does not permit voting through the Internet.

3.12

3.12.1 Please note the provisions of Section 34(A1) of the Banking Law (Licensing), 5741-1981, whereby:

"No person may come to an agreement with another regarding their manner of voting on the appointment of a director in a banking corporation or a banking holding corporation, including with regard to the manner of their

voting on the director's termination of service, other than in accordance with a permit given by the Governor after consultation with the licensing committee; this provision will not apply to…and to a holder of a means of control who has come to an agreement with another, whereby the other person would vote in their name and on their behalf with no discretion, as instructed by the holder of the means of control, provided that if the other person holds himself means of control in the banking corporation or the banking holding corporation, as the case may be, they will not vote in the name and on behalf of more than one other holder."

3.12.2 From the aforesaid provisions, it arises, inter alia, that in respect of the appointment of the Directors, as provided in Sections 1.2 and 1.3 above, a proxy to vote who is also a shareholder in the Bank, is entitled to vote in the name and on behalf of only one additional shareholder, as provided in the said provisions. In respect of the additional issue on the agenda of the general meeting (as provided in Section 1.4 above), there is no impediment that a proxy to a vote will represent more than one shareholder.

4. The Bank's representative in respect of this report

Adv. Racheli Friedman, Head of Legal Counseling, Mizrahi Tefahot Bank Ltd., 7 Jabotinsky Street, Ramat Gan, Israel, Tel: 972-3-7559500, Fax: 972-3-7559212.

5. The inspection of the documents

This immediate report and the full text of the proposed resolutions may be inspected at the Bank's Offices, tel: 972-3-7559720, during standard business hours, until the time scheduled for the meeting.

Sincerely,

Maya Feller

Bank Secretary

Mizrahi Tefahot Bank Ltd. VOTING PAPER PURSUANT TO THE COMPANIES REGULATIONS

(WRITTEN VOTING AND POSITION NOTICES), 5766-2005 (THE "REGULATIONS")

Part One

1. Name of Company: Mizrahi Tefahot Bank Ltd. (the "Company" or the "Bank")

2. The type of general meeting and the date, time and place thereof: annual general meeting of the Company's shareholders. The General Meeting shall be held on Wednesday, December 3, 2014, at 10:00, at the Bank’s offices at 7 Jabotinsky Street, 13th floor, Ramat Gan, Israel. Should the meeting be postponed, it shall take place on Wednesday, December 10, 2014, at the same time and place.

3. Details of the matters on the agenda, which can be voted on through a voting paper:

3.1 Re-appointment of Directors – issue no. 1.2 on the agenda, as provided in the immediate report released by the Bank on October 27, 2014 (the "Immediate Report").

3.1.1 The proposed resolution: To re-appoint the Directors whose names are specified below:

No. of issue on the meeting's agenda, as provided in Section 1.2 of the Immediate Report

Name of Director Membership in the committee or committees of the Board of Directors

The year on which they began their service as Director in the Bank

Changes compared with the details which are included in the periodic report for 2013 released by the Bank on March 10, 2014, ref. no. 2014-01-009396 (the "Periodic Report") (according to Regulation 26 of the Regulations of Periodic and Immediate Reports)

1.2.3 (a) Moshe Vidman Credit Committee;

Risk Management

Committee

2010(1) --

1.2.3 (b) Zvi Ephrat Credit Committee 1995 --

1.2.3 (c) Ron Gazit Risk Management

Committee

2003 --

1.2.3 (d) Liora Ofer Credit Committee 1998(2) On April 8 2014, Ms.

Liora Ofer, ceased to

serve as a director in

Residence Towers Ltd.

1.2.3 (e) Mordechai Meir Audit Committee 2008 --

1.2.3 (f) Jonathan Kaplan Risk Management

Committee

2011 --

1.2.3 (g) Yoav-Asher

Nachshon

Credit Committee 2012 --

(1) Serves as the Chairman of the Board of Directors since December 1, 2012. (2) In June 2005, Ms. Liora Ofer resigned from service, and in January 2006 she was re-appointed.

3.1.2 The re-appointment of said directors is subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

3.1.3 It is hereby clarified that the External Directors, according to the Companies Law, 5759-1999 (the "Companies Law") Osnat Ronen, Avi Zigelman, Gideon Siterman and Abraham Neyman, will complete their term of service as Directors in the Bank, according to law. The External Directors, as defined in the Proper Conduct of Banking Business Directive No. 301, regarding Board of Directors, given by the Supervisor of Banks (the "Directive of the Supervisor of Banks"), Joseph Shachak and Sabina Biran, will complete their term of service as Directors in the Bank, according to the Directive of the Supervisor of Banks and according to the provisions of the Bank's Articles of Association.

On this matter, we note that, as provided in Section 3.2 below, it is proposed to re-appoint Mrs. Sabina Biran for an additional term of service of three (3) years, starting on February 27, 2015.

3.2 The re-appointment of Mrs. Sabina Biran as an External Director, as defined in the Directive of the Supervisor of Banks – issue no. 1.3 on the agenda, as provided in the Immediate Report.

3.2.1 The Proposed resolution:

To re-appoint of Mrs. Sabina Biran as external director in the Bank, as defined in the Directive of the Supervisor of Banks, as the term is defined in the Directive of the Supervisor of Banks ("External Director According to the Directive of the Supervisor") for an additional term of service of three (3) years, starting on February 27, 2015, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

3.2.2 Additional details:

a. Mrs. Sabina Biran was first appointed as External Director According to the Directive of the Supervisor, on February 27, 2012, and was assessed by the Board of Directors as a Director with Accounting and Financial Expertise, in accordance to the Regulations for the Examination of Expertise and Qualification.

b. The term currently served by Mrs. Sabina Biran is due to end on February 26, 2015, three years after the date of her initial appointment.

c. It is proposed to re-appoint Mrs. Sabina Biran as External Director According to the Directive of the Supervisor, for an additional term of service of three (3) years, starting on February 27, 2015, subject to the Supervisor of Banks not announcing their objection to the said appointments or announcing their consent thereto.

d. Mrs. Biran is a member of the following Committees of the Board of Directors: Audit Committee, Compensation Committee, Risk Management Committee.

e. The Bank hereby refers to the details required according to Regulation 26 of the Securities Regulations (Periodic and Immediate Reports), 5730-1970, in respect of Mrs. Sabina Biran, as included in the Periodic Report for 2013. This reference constitutes incorporation by way of reference of the information included in this regard in said Periodic Report (including pages 14 and 216 of the Periodic Report).

i. Mrs. Sabina Biran provided the Bank with a declaration pursuant to Sections 224B and 241 of the Companies Law. A copy of Mrs. Biran's declaration is attached to this Immediate Report.

f. On October 27, 2014, the Bank's Board of Directors reassessed Mrs. Sabina Biran (for the sake of good order) as having accounting and financial expertise, pursuant to the Companies Regulations (Conditions and Criteria for Directors with Accounting and Financial Expertise and Director with Professional Qualifications) 5766-2005.

g. In addition, on October 2, 2014, the Audit Committee reapproved that Mrs. Biran meets the Criteria of "Independent Director", as defined in Section 1 of the Companies Law.

h. In January 2014, the Audit Committee approved a Mortgage Loan Agreement between the Bank and Mrs. Biran and her (ex-)Spouse, in order to refinance a previous mortgage loan (from July 2010). The previous mortgage loan had been taken by them as part of a purchase group, prior to Mrs' Biran's first appointment as a Director at the Bank.

i. To this point, in the meeting of the Audit Committee of October 2, 2014, It was approved that the Committee was of the opinion that Mrs. Biran does not have and did not have any affinity to the Bank in the past two years (and so also during her current term as Director and in the time before it), and any affinity if exists is only "insignificant ties", both from the Bank's point of view and from the one of Mrs. Biran.

j. Regarding the remuneration paid to directors in the Bank, see the Immediate Report released by the Bank on September 15, 2014 (ref. no. 2014-01-157959); this reference constitutes an incorporation by way of reference of the information which is included in this regard in the said immediate report.

4.

4.1 Please note the provisions of Section 34(A1) of the Banking Law (Licensing), 5741-1981, whereby:

"No person may come to an agreement with another regarding their manner of voting on the appointment of a director in a banking corporation or a banking holding corporation, including with regard to the manner of their voting on the director's termination of service, other than in accordance with a permit given by the Governor after consultation with the licensing committee; this provision will not apply to…and to a holder of a means of control who has come to an agreement with another, whereby the other person would vote in their name and on their behalf with

no discretion, as instructed by the holder of the means of control, provided that if the other person holds himself means of control in the banking corporation or the banking holding corporation, as the case may be, they will not vote in the name and on behalf of more than one other holder."

4.2 From the aforesaid provisions, it arises, inter alia, that in respect of the appointment of the Directors, as provided in Sections 3.1 and 3.2 above, a proxy to vote who is also a shareholder in the Bank, is entitled to vote in the name and on behalf of only one additional shareholder, as provided in the said provisions.

In respect of the additional issue on the agenda of the general meeting (as provided in Section 1.4 of the Immediate Report), there is no impediment that a proxy to a vote will represent more than one shareholder.

5. The majority which is required for the approval of the resolutions

The required majority in the general meeting and in the postponded general meeting, for the approval of the re-appointment of each one of the Directors, as provided in Sections 1.2.3.a.-1.2.3.g. of the Immediate Report (i.e. according to Sections 3.1.1 of this, voting paper above), and for the approval of the re-appointment of Mrs. Sabina Biran as External Director According to the Directive of the Supervisor, as provided in Section 1.3 of the Immediate report (i.e. according to Sections 3.2 of this voting paper, above), is an ordinary majority of all of the shareholders which are participating in the Annual Meeting, which are entitled to vote and which voted thereat, without taking into account the abstaining votes.

6. The times and places where the complete texts of all of the proposals may be inspected: The immediate report published by the Company in regard to the convening of the meeting and the full text of the proposed resolutions may be inspected at the Bank's Offices, on 7 Jabotinsky Street, Ramat Gan, tel: 972-3-7559720, during standard business hours, until the time scheduled for the meeting.

7. Details to the best of the Company's knowledge regarding the candidates for re-appointment as Directors: as detailed in Sections 3.1 and 3.2 above.

For the avoidance of doubt, A separate vote will be held in respect of each candidate for a Director's position.

8. Shareholders are entitled to request the text of the voting papers and position notices directly from the Bank.

9. This voting paper is only valid when accompanied with a certificate of title of the unregistered shareholder (i.e. a person to whom shares are registered with a TASE member, that are also included in the shareholders' register at the nominee company), or a copy of an Israeli ID card, a passport or a certificate of incorporation, in case that the shareholder is registered in the Bank's books. This voting paper and all attached documents, as provided above, must be presented to the Bank no later than 72 hours before the time of voting.

10. The Bank does not permit voting through the Internet.

11. The Bank's address for delivery of voting papers and position notices: the Bank's Offices, 7 Jabotinsky Street, Ramat Gan, 52520, Israel.

12.

12.1 The deadline for delivery of position notices to the Bank: up to 10 days after the effective date (the "Deadline for Delivery of Position Notices by the Shareholders").

12.2 The deadline for delivery of the Board of Directors' response to the position notices: no later than 5 days after the Deadline for Delivery of Position Notices by the Shareholders.

13. The distribution sites of the Israel Securities Authority and the Tel Aviv Stock Exchange Ltd., where both voting papers and position notices can be found:

13.1 Distribution site of the Israel Securities Authority: http://magna.isa.gov.il/

13.2 Website of the Tel Aviv Stock Exchange Ltd.: http://maya.tase.co.il/

14. A shareholder may obtain certificate of title at a branch of the TASE member or by mail, against the payment only of postal charges, if the shareholder shall so request. A request in such regard shall be given in advance in respect to a particular securities account.

15. An unregistered shareholder is entitled to receive by e-mail, free of charge, a link to the text of the voting paper and position notices, from the TASE member through which the shareholder holds his shares, unless the shareholder gave a notice to the TASE member, that he is not interested in receiving such links, or else that he is wishing to receive the voting papers by mail, against the payment of postal charges; this on condition that such notice is sent in advance concerning a certain securities account and before the effective date; a notice regarding voting papers shall also apply to receiving position notices.

16. One or more shareholders holding shares which constitute five percent or more of all the voting rights in the Bank, and anyone holding such percentage of all of the voting rights that are not held by the Bank's controlling shareholder, as defined in section 268 of the Companies Law (the "Controlling Shareholder") may inspect the voting papers as stipulated in Section 10 of the Regulations.

The quantity of shares constituting 5% of all voting rights in the Bank is: 11,535,373 ordinary shares of ILS 0.1 par value each.

The quantity of shares constituting 5% of all voting rights in the Bank, which are not held by the Controlling Shareholder, is: 6,393,631 ordinary shares of ILS 0.1 par value each.

17. After the release of this voting paper, some changes may still be made in the meeting's agenda, including the adding of issues to the agenda. position notices may also be published. The up-to-date agenda and position notices may be inspected in the Company's reports in the distribution site, detailed in Section 13 above.

18. The last date the Bank may present a revised voting paper, in accordance to the final section of regulation 4(b), in case adding on issues to the meeting's agenda is requested, shall be Monday November 10 2014.

19. A shareholder shall note his manner of voting in regard to each issue on the agenda on the form that constitutes the second part of this voting paper, and in case where the shareholder is voting by proxy (i.e. power of attorney), said details shall be given for both the appointer of the power of attorney and his appointee.

Voting Paper - Part Two

Company Name: Mizrahi Tefahot Bank Ltd. (the "Company" or the "Bank")

Company Address (for delivery of voting papers): Ms. Maya Feller, Company Secretary, Mizrahi Tefahot Bank Ltd., 7 Jabotinsky Street, 13th floor, Ramat Gan 52520, Israel.

Company No.: 520000522

Time of Meeting: December 3, 2014

Type of Meeting: Annual

Effective date: November 3, 2014

(Hereunto to be filled by the Company).

Details of the Shareholder

Shareholder Name - ____________________

Identity No. - ____________________

If the shareholder does not have an Israeli ID -

Passport No. - ____________________

Issuing Country - ____________________

Valid Until - ____________________

If the Shareholder is a Corporation -

Corporation No. - ____________________

Country of Incorporation - ____________________

Manner of voting

Number of issue on the agenda, as provided in the Immediate Report

Manner of voting1

For Against Abstain

1.2.3 (a) 1.2.3 (b) 1.2.3 (c) 1.2.3 (d) 1.2.3 (e) 1.2.3 (f) 1.2.3 (g)

1.3 1.4

__________________ _____________________ Date Signature

----------------

For shareholders holding shares through a TASE member (in accordance with Section 177(1) of the Companies Law) – this voting paper is only valid when accompanied by a certificate of title.

For shareholders registered in the Bank's register of shareholders – the voting paper is valid when accompanied by a photocopy of the identity certificate/passport/certificate of incorporation.

1 Failure to mark will be considered as abstaining from vote.

Supplement

Mizrahi Tefahot Bank Ltd. (the "Bank" or the "Company")

Declaration of a Candidate for a Director's Position

Pursuant to Section 224B of the Companies Law, 5759-1999 (the "Companies Law")

I, the undersigned, Zvi Ephrat, bearer of ID No. 7189434, hereby declare in writing

as follows:

1. I have the required qualifications and ability to dedicate the appropriate amount of time to performing my duties as a director in the Bank, considering, inter alia, the Bank's special needs and size.

Noting the above, below are details regarding my qualifications, including my education, experience and knowledge.

Education:

Academic degree – LL.B in law from the Hebrew University of Jerusalem

Professional Experience and Membership in Boards of Directors:

I have been serving as a Director in the Bank for many years. Prior thereto I served as a Director in Bank Hapoalim (Switzerland) for about five years and in two additional banks (which no longer exist): Haroshet Bank and Ampal Bank. I have also served as a Director in Bank Hapoalim (Cayman) Ltd. I am a LL.B. graduate, a holder of an attorney's license, and have been engaging in business and finance areas for many years.

2. I have read Sections 226 and 227 of the Companies Law, and I hereby declare that the limitations provided in these sections do not apply to me.

In witness whereof I have hereunto set my hand:

Date: October 23, 2014

Signature: [Zvi Ephrat]

Supplement




I, the undersigned, Liora Ofer, bearer of ID No. 51983401, hereby declare in writing

as follows:



Education:

High-school – The Hebrew Reali School, Haifa


2006-present: A Director in Mizrahi Tefahot Bank Ltd.

2007-present: Chairman of the Board of Directors in Melisron Ltd.

2012-present: The Chairman of the Board of Directors in Ofer Investments ltd.

Have been serving for many years as a director in companies in the Ofer Investments Group Ltd., as provided below: Ofer investments Ltd., Helidor Enterprises Ltd., Oro Investments Ltd., Oro Consultation and Management Ltd., Melisron Ltd., Ramat Aviv Mall Ltd., Ofer Brothers Holdings (1989) Ltd., Ofer Brothers (Ra'anana) Ltd. (in voluntary liquidation), Ofer Brothers Property Holding Ltd., A.A.B.M Ltd., Ofarim Buildings Ltd., Ofer Investment Development Ltd., Ofer Sachaf Ltd., Ofer Industry Assets (Nazereth) Ltd., Coral Beach Eilat Ltd., C.I.D. The Israeli Investment and Development Co. Ltd., Ofer Commercial Centers Ltd., Carmeli Yuliad Ltd., Neot Coral Beach (1990) Ltd., 10 Herbert Samuel (Management) Ltd., Ofer Investments Energy Enterprises (Management) Ltd., Ofer Investments Energy Sources Ltd.




Signature: [Liora Ofer]

Supplement




I, the undersigned, Moshe Vidman, bearer of ID No. 690875, hereby declare in writing

as follows:



Education:

B.A. in Economics, Hebrew University of Jerusalem

M.B.A, major in Finance, Hebrew University of Jerusalem


I have 40 years of experience in managing companies. I have been serving for over 25 years as a director in leading business companies in the market. I have been serving as a director in banks for over 10 years.

2010-present: a Director in Mizrahi Tefahot Bank Ltd.

Since December 1, 2012: have been serving as the Chairman of the Board of Directors in Mizrahi Tefahot Bank Ltd.




Signature: [Moshe Vidman]

Supplement




I, the undersigned, Jonathan Kaplan, bearer of ID No. 055251391, hereby declare in writing

as follows:



Education:

B.A. Economics and Accounting, CPA

M.A. Political Sciences and National Security, Haifa University

Professional Experience:

1982-1999 – various positions in the Income Tax Department – The Ministry of Finance

1999-2001 – Income Tax Commissioner

2002-present – Financial consulting and membership in boards of directors as provided above

For over 10 years I have served as a lecturer in Tel Aviv University and Bar

Ilan University.




Signature: [Jonathan Kaplan]

Supplement




I, the undersigned, Ron Gazit, bearer of ID No. 050688605, hereby declare in writing

as follows:



LL.B. from Tel Aviv University

Qualified Advocate and Mediator

Holder of certificate in bookkeeping level 1+2 from the Faculty of Management, Tel Aviv University

Founder of Ron Gazit, Rotenberg & Co. – Law Offices




Signature: [Ron Gazit]

Supplement




I, the undersigned, Yoav-Asher Nachshon, bearer of ID No. 57081630, hereby declare in writing

as follows:



Education:

M.B.A with major in Strategy, The Hebrew University Jerusalem

B.A. in Economics and Accounting, Tel Aviv University

Occupation and Professional Experience:

2002-2014 – The Central Bottling Company Group – Vice President, Finance, Business Development and Strategy.

1998-2002 - The Central Bottling Company Group – CFO and CIO

1995-1998 - Partner in Almagor accounting firm

1989 – Receiving a CPA license

1984-1995 – Accountant in Almagor accounting firm (Deloitte Brightman Almagor – accounting firm)

Serves as a director in the following companies:

Neviot Teva Hagalil Ltd.

The Central Beverage Distribution Company Ltd.

Tavor Winery (2005) Ltd.

Galilee Water Ltd.

Mira Trading Co. Ltd.

Keshet Broadcasting Ltd.

Association of Milk Producers and Dairy Products Ltd. (in voluntary liquidation)

Türk Tuborg Bira ve Malt Sanayii A.Ş

Tuborg Pazarlama A.Ş.

United Albanian Breweries SH.P.K.

International Dairies Corporation B.V.

AL Breweries B.V




Signature: [Yoav-Asher Nachshon]

Supplement




I, the undersigned, Mordechai Meir, bearer of ID No. 50087006, hereby declare in writing

as follows:



Education:

B.A. in Accounting and Economics, Tel Aviv University. CPA.


Ex member of Somech, Haikin Zitron & Co. Accountancy office – including experience in bank auditing and preparing financial statements for financial institutions.

Former CEO of three public companies: Sahar Holdings Ltd., Sahar Development and Investments, Africa Israel Investments Ltd.

I have served as director in numerous companies, including: Africa Israel Investments Ltd.; Packer Plada Ltd.; Negev Ceramics Ltd. (chairman); Tefahot Mortgage Bank Ltd.; Igud Capital Markets Ltd.; Leumi & Co. Ltd. and other companies.




Signature: [Mordechai Meir]

Supplement




I, the undersigned, Sabina Biran, bearer of ID No. 014949192, hereby declare in writing

as follows:

1. I am a resident of the State of Israel.

2. I am not a relative of the controlling shareholder and I and/or my relatives and/or my partners and/or my employers and/or any person to whom I am directly or indirectly subordinate and/or any corporations in which I am a controlling shareholder, do not have and have not had, over the two years prior to the date on which I am due to be appointed as director, any affinity to the Company, the Company's controlling shareholder, a relative of the controlling shareholder or any other corporation.

3. I and/or my relatives and/or my partners and/or my employers and/or any person to whom I am directly or indirectly subordinate and/or any corporation in which I am a controlling shareholder, do not have, business or professional ties with the company, the company's controlling shareholder, any relative of the controlling shareholder or any other corporation, even if such ties are not on a regular basis, other than insignificant ties, which have been approved as such by the Bank's audit committee and meet the requirements determined in this regard, in Section 5 of the Companies Regulations (Matters which do not Constitute Affinity), 5767-20066.

4. I have not received, in addition to the compensation and reimbursement of expenses to which I am entitled, any direct or indirect consideration for my service as a director in the Bank.

5. My other position and/or occupations do not and may not create conflict of interest with my director's position in the company and they do not impair my ability to serve as a director in the company.

6. To the best of my knowledge, none of the Company's directors serve as external directors in companies in which I am a director.

6 Section 5 of the Companies Regulations (Matters which do not Constitute an Affinity), 5767-2006 provides that "the existence of business or professional ties, will not constitute an affinity if all of the following requirements are met: (1) the ties are insignificant both from the nominee's point of view and the company's point of view; (2) the ties began prior to the date of appointment; (3) the audit committee approved prior to the appointment, based on facts which were presented thereto, that the condition provided in paragraph (1) was met; (4) the existence of such business or professional ties and the approval of the audit committee were presented to the general meeting prior to the approval of the appointment."

7. I am not an employee of the Israel Securities Authority nor of an Israeli stock exchange.

8. I hereby declare that I comply with the qualification requirements for the position of external director, as defined in the Proper Conduct of Banking Business Directive, regarding Board of Directors, given by the Supervisor of Banks ("External Director According to the Directive of the Supervisor") and the requirements for an independent director as defined in the companies law, specified in Sections 240(a) to (f) of the Companies Law, and I have not served as a director in the Bank for over nine (9) consecutive years, and in this regard discontinuance of service which does not exceed two years will not be considered as discontinuing the sequence of service.

9. I have the required qualifications and ability to dedicate the appropriate amount of time to performing my duties as an external director as defined by the supervisor and as an independent director, considering, inter alia, the Bank's special needs and size.

Noting the above, below are details regarding my qualifications, including my education, experience and knowledge:

CV and a detailed list of any company in which I have served, enclosed below.

In light of the above, I assess that I have an accounting and financial expertise.




Signature: [Sabina Biran]

CURRICULUM VITAE Personal information: Name: Sabina Biran Date of birth: July 12 1967 Place of birth: Riga, Latvia Family status: Divorced +2 Language fluency: Hebrew, English, Russian (speech only) Address: 15 Abba Even street, Herzliya Pituach, POB: 12869, postal code: 46722,

Israel Phone no.: Office: 972-72-220-4220; Cellphone: 972-52-6449495 Email address: [email protected] Professional Experience: September 2006 – Owner and joint CEO of MVP-B LTD. Specializing in business, financial and strategic guidance and economic work. July 2000 – June 2006 – CEO of Israir Airlines and Tourism Ltd. Managing the aviation and tourism company, with national and international coverage, including flights to Europe, and as of 2004 also to the US and the far east. The company has flown 750,000 passengers per year, and had an annual turnover of around ILS 500 million. A private company owned by Ganden Tourism and Aviation Group. In January 2006, the company was merged with tourism companies Natour and Unital. October 1996 – June 2000 – CEO of Tower Air Inc. An American public Aviation company active in Israel until 2000. The Company had routes from Israel to the US, France and Greece. The position included the management of the Israeli branch and the supervision of the branches in France and Greece. Annual turnover in Israel – around $70 milion. The Israeli branch occupied 170 employees. July 1987 – Spetember 1996 – regular service (two years) and standing army service (seven years) in the Division of Strategic Planning, under the Planning Department of the General Staff of the IDF. A major during the last two years of service. During my military service, I have served in a wide range of positions in the Division of Strategic Planning, dealing with issues of state and military research, negotiating with foreign militaries and states and managing relations with foreign entities. The work also included the preparation of position papers and information estimates for the Ministry of Defense on a wide variety of subjects that were on the agenda in those years. This includes the preparation of comprehensive files charting the interests of the State of Israel regarding foreign nations, on matters of security and military, the documents of negotiations with Jordan and the Palestinians, and other matters. Boards of Directors: 2001-2007 Director in Third Millennium – whose main activity is Tzabar Tourism Recreation

& Events Ltd. 2007-2010 External Director in Rafael Advanced Defense Systems Ltd. and member of the

Investment Committee. 2007-2010 External Director and member of the Investment Committee of Phoenix Insurance

Company Ltd. and Phoenix Provident and Pension. 2008-2011 External Director in fashion company Fox Ltd., Chairperson of the Balance sheet

Committee and of the audit committee. 2010-2011 Chairperson of the Board of Directors of Chim Nir Aviation Ltd. 2005-2012 Chairperson of the Board of Directors of the Tel Aviv Tourism Association (public

volunteer work). 2006-present Director in Shufersal Ltd. 2012-present Director in Mizrahi Tefahot Bank Ltd. Education:

- BA in Political Science, University of Haifa. - MA studies in Political Science and International Relations, Tel Aviv University (No Degree

Completion). - MBA, Heriot-Watt University.