Bank Hapoalim B.M. 80OA Schedule of Capital of Corporation

  Bank Hapoalim B.M. (80OA) - Schedule of Capital of Corporation

RNS Number : 4396R
Bank Hapoalim B.M.
19 November 2012




 Bank Hapoalim B.M. Tav
087
  Number with the Registrar:
520000118 Public

The securities of the corporation are listed for trading on the Tel Aviv Stock
                                   Exchange

                           Abbreviated Name: Poalim

                      Street: P.O.B. 27, Tel Aviv 61000

                 Tel: 03-5673800; 03-5673333; Fax: 03-5674576

                   E-mail: yoram.weissbrem@mailpoalim.co.il



 Transmission Date: 08/11/2012


Reference: 275646-01-2012



Securities Authority    Tel  Aviv  Stock 
Exchange Ltd.

www.isa.gov.il  www.tase.co.il



             Inventory of Capital and Registers of the Securities

                  of the Corporation and the Changes Therein

Regulation 31(e) of the Securities (Periodic and Immediate Reports)
Regulations, 5730-1970

Regulation 31(a) of the Securities (Periodic and Immediate Reports)
Regulations, 5730-1970

Regulation 31(b1) of the Securities (Periodic and Immediate Reports)
Regulations, 5730-1970



 Nature of the change: Change in capital following the exercise of
employees'

 Options



 Explanation: The nature of the change should be described in
brief



1. Inventory of the securities of the corporation after the change:



                                            Issued and Paid
                                           Up Capital

                                           

                                           

                                           

                                            Quantity
                Number of                  in Present   Quantity
   Name and    Security on  Quantity in                       Registered in
 Category of    the Stock  the Registered   Last Report  Name of Nominee
   Security     Exchange       Capital     Quantity            Company
     BNHP

   Ordinary
                                           1,332,434,977
    Shares     662577       4,000,000,000 1,332,445,788       1,058,955,999
    Poalim

  Subordin-

     ated

Capital Notes
                                           676,000,000
  (Series A)     6620207     __________    676,000,000          0
    Poalim

Subordin- ated

Capital Notes
                                           459,400,000
  (Series B)     6620215     __________    459,400,000          0
    Poalim

  Subordin-

     ated

Capital Notes
                                           1,302,000,000
  (Series C)     6620280     __________    1,302,000,000        0
    Poalim

  Subordin-

     ated

Capital Notes
                                            300,000,000
  (Series D)     6620355     __________    300,000,000          0
                                           
  Employees'                               703,486
 Options 2008    6620298     __________    692,675              0
   Personal
   Contract
                                           
 Options 2008    6620306     __________    9,035 9,035  0
  Employees'                                4,073,532
 Options 2009    6620330     __________    4,073,532        0
   Personal
   Contract                                
                                           157,369
 Options 2009    6620348     __________    157,369              0
  Employees'                                4,026,789
 Options 2010    6620371     __________    4,026,789       0
  Employees'                                4,140,789
 Options 2011    6620389     ___________   4,140,789            0
                                           
  Employees'                               4,317,577
 Options 2012    6620397     ___________   4,317,577            0
Executives'                                
                                           7,206,787
RSU's           6620405   ___________    7,451,032            0









Explanation: All of the securities of the company should be specified,
including securities not

 listed for trading.



2. The corporation advises that: ○ On the date _______________

 ◙ From the date
01/11/2012 until the date 08/11/2012



◙ A change has occurred in the quantity and in the register of the
holders of the securities of

 the corporation as a result of:



 A description of the nature of the change Exercise of employees'
options



 Explanation: A description should be given of all of the particulars of
the

 transaction or the operation due to which a change
has occurred

 in the securities of the corporation.

1.

Name of the registered holder with respect to whom the change has occurred:
Bank Hapoalim B.M.

Category of identification number: Number with the Registrar of Companies in
Israel Identification number: 520000118

Nature of the change: Other Exercise of Employees'  Options 2008

Date of the change: 07/11/2012 Executed through the Stock Exchange Clearing
House: No

Category and name of security in which a change has occurred: Exercise of
Employees' Options 2008

No. of security on the Stock Exchange: 6620298

Quantity of the change: -10,811

Holder's balance of the security after the change: 692,675

 □ The security has been discharged in full and the countervalue has been
received in full

 □ The security has been discharged in full, but the countervalue has not
been received in full

 ◘ Other

 Exercise of Employees' Options


2.

Name of the registered holder with respect to whom the change has occurred:
The Nominees Company of Bank Hapoalim Ltd.

Category of identification number: Number with the Registrar of Companies in
Israel Identification number: 510356603

Nature of the change: Other Increase in shares following exercise of
employees' options

Date of the change: 07/11/2012 Executed through the Stock Exchange Clearing
House: Yes

Category and name of security in which a change has occurred: Share

No. of security on the Stock Exchange: 662577

Quantity of the change: 10,811

Holder's balance of the security after the change: 1,058,955,999

 □ The security has been discharged in full and the countervalue has been
received in full

 □ The security has been discharged in full, but the countervalue has not
been received in full

 ◘ Other

 Other


3.

Name of the registered holder with respect to whom the change has occurred:
Bank Hapoalim B.M.

Category of identification number: Number with the Registrar of Companies in
Israel Identification number: 520000118

Nature of the change: Private allotment _______________

Date of the change: 08/11/2012 Executed through the Stock Exchange Clearing
House: No

Category and name of security in which a change has occurred: Executives'
RSU's

No. of security on the Stock Exchange: 6620405

Quantity of the change: 244,245

Holder's balance of the security after the change: 7,451,032

 □ The security has been discharged in full and the countervalue has been
received in full

 □ The security has been discharged in full, but the countervalue has not
been received in full

 ◘ Other

 "Executives' RSU's"







Explanations:

1. To the extent that the change affects more than one security, the  effect 
of the change should be detailed on a separate line for each security.

2. Date  of the  change -  all of  the changes  of the  same category,  with 
respect to the same security, effected  on the same day, should be  summarized 
on one line. In that regard, a distinction should be made between changes made
through the Stock  Exchange Clearing House  and changes made  directly in  the 
books of the company.

3. The change - for a decrease the sign "-" should be added.

4. In  all fields  of the  quantity, the  quantity of  securities should  be 
filled in and not the NIS nominal value.



○ A change has occurred only in the register of the holders of the securities
of the

 corporation (without any change in the quantity of the securities of the
corporation) as a 

 result of -



 A description of the nature of the change: ________



Explanation: A description should be given of all of the particulars of the

 transaction or the operation due to which a change has
occurred in the register.





1.

Name of the registered holder with regard to whom the change has occurred:
____________

Category of identification number: ____________Identification number:
_____________

Date of the change: __________Executed through the Stock Exchange Clearing
House: _______

Category and name of securities in which a change has occurred:
________________

No. of the security on the Stock Exchange: ____________

Quantity of the change: ______________

Holder's balance of this security after the change: ____________



3. Main particulars of the register of shareholders as of the reporting date
are as follows:



No. Name of Category of Identification Number
of Category of Quantity Does He

 Registered Identification Number
Security Shares and of the Hold
the

 Shareholder Number on
the Stock Their Nominal Shares Shares as a


Exchange Value
Trustee

1 __________ _________ ________ ___________ ________ _________ ______





4. Attached hereto is a file of the register of the shareholders in
accordance with the provisions of Sec. 130 of the Companies Law, 5759-1999
isa.pdf 07November2012

5. Attached hereto is an up-to-date file of the registers of the securities
of the corporation, including a ledger of the option holders and a ledger of
the debenture holders isa.pdf

 07November2012



Note to Clause 1 - number of shares included in the share capital after
deducting the dormant shares which do not confer any rights 1,319,791,935

The name of the signatories on behalf of the corporation: Yigal Yahav: His
Job Title: Head of the Securities Operations and Trading in Israel Department
and : Asher Windsberg, his job title Deputy Head of the Department for
Securities Operations and Trading in Israel



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



Previous names of reporting entity:



 Date on which the structure
of the form was updated: 11/09/2012





Name of Electronic Reporter: Weissbrem Yoram, His Job Title: Secretary of the
Company, Name of Employing Company:



Yehuda Halevy 63 Tel Aviv 65781, Telephone: 03-567 3800, Fax: 03-567 4576,

Electronic Mail: yoram.weissbrem@mailpoalim.co.il







































List of Shareholders of Bank Hapoalim B.M.

                      Data on Holdings as at: 07.11.2012





 List of Shareholders of Bank Hapoalim B.M  Quantity of Shares
The Nominees Company of Bank Hapoalim Ltd.*                 

                                                 1,058,955,999
A. Shares of Core of Control
Arison Holdings (1998) Ltd.                        267,543,761
B. Unrestricted Shares
Salt of the Earth Ltd.                               5,871,452
Savion Tal                                              35,800
Tzitzian Avraham                                        31,680
Don Maxwell                                              2,450
Florsheim Mark & Ziporah                                 1,640
Vardi Rachel                                               780
Agmon Eliyahu                                              700
Barkner Albert                                             603
Levi Victoria                                              544
Mindel Shira Milka                                         122
Geva Aryeh                                                 100
Pentzer Nathan                                              75
Zachs Eran                                                  40
Newman David                                                10
Yehuda Bar Lev                                              10
Aaron Elias                                                 10
Calev Victoria                                               5
AMM G. Investments & Finances Ltd.                           2
Livnat Raz                                                   1
Zektzer Ram                                                  1
Kramer Moshe                                                 1
Erez Tal                                                     1
Feldman Avi                                                  1
                                                 1,332,445,788





* Included in the quantity of shares of the The Nominees Company, are
12,653,853 dormant shares which are owned by Bank Hapoalim



List of Holders of Subordinated Capital Notes 'A' 6620207

                            As of date: 07.11.2012

                                      

                                      

                                                Quantity of Capital Notes
The Nominees Company of Bank Hapoalim Ltd.                    671,000,000
The Provident Fund of Bank Leumi Clerical Staff                 5,000,000
                                  Total Capital               676,000,000

                                      

                                      



          List of Holders of Subordinated Capital Notes 'B' 6620215

                            As of date: 07.11.2012

                                      

                                      

                                           Quantity of Capital Notes
The Nominees Company of Bank Hapoalim Ltd.               459,400,000
                             Total Capital               459,400,000

                                      

                                      

      List of Holders of Subordinated TACT (Tel-Aviv Continuous Trading)
                   Institutional Capital Notes 'C' 6620280

                            As of date: 07.11.2012

                                      

                                           Quantity of Capital Notes
The Nominees Company of Bank Hapoalim Ltd. 1,298,400,000
S.D.S.Z. Investments Ltd.                  3,600,000
                             Total Capital 1,302,000,000

                                      

                                      

                                      

                                      

          List of Holders of Subordinated Capital Notes 'D' 6620355

                            As of date: 07.11.2012

                                      

                                      

                                              Quantity of Capital Notes
Migdal Insurance Company Ltd.                 169,020,000
Migdal Insurance Company Ltd.                 18,780,000
Migdal Insurance Company Ltd.                 9,500,000
Migdal Insurance Company Ltd.                 40,000,000
Migdal Provident Funds Ltd.                   6,900,000
Migdal Makefet Pension & Provident Funds Ltd. 55,800,000
                                Total Capital 300,000,000

                                      



              List of Holders of Employees' Options 2008 6620298

                            As of date: 07.11.2012

                                      

        Quantity

      of Options

G.L.E. 102 Trusts 692,675
Total Capital     692,675

                       



                 List of Holders of Employees Under Personal

                        Contract Options 2008 6620306

                            As of date: 07.11.2012

                                      

                                      

           Quantity

         of Options

G.L.E. 102 Trusts 9,035
    Total Capital 9,035

                                      

                                      

              List of Holders of Employees' Options 2009 6620330

                            As of date: 07.11.2012

        Quantity

      of Options

G.L.E. 102 Trusts    4,073,532
Total Capital 4,073,532



                 List of Holders of Employees Under Personal

                        Contracts Options 2009 6620348

                            As of date: 07.11.2012

         Quantity

       of Options

G.L.E. 102 Trusts   157,369
Total Capital 157,369

                            



              List of Holders of Employees' Options 2010 6620371

                            As of date: 07.11.2012

                                      

          Quantity

        of Options

G.L.E. 102 Trusts     4,026,789
Total Capital 4,026,789

                            



              List of Holders of Employees' Options 2011 6620389

                            As of date: 07.11.2012

                                      

                                      

                        Quantity

                       of Options
G.L.E. 102 Trusts       4,140,789
Total Capital  4,140,789

                            

                                      

              List of Holders of Employees' Options 2012 6620397

                            As of date: 07.11.2012

                                      

                        Quantity

                       of Options
G.L.E. 102 Trusts       4,317,577
Total Capital  4,317,577

                                      

                                      

                              Executives' RSU's

                            As of date: 08.11.2012

                       Quantity

                       of RSU's
G.L.E. 102 Trusts      7,451,032
Total Capital 7,451,032

Schedule of Other Securities of the Corporation 07.11.2012



                                                                     Traded on
Security                       Type of    Quantity in  Present      the Stock
  No.     Name of Security    Security    last report  quantity      Exchange
6620207  Poalim Subordinated    Other     676,000,000   676,000,000     Yes
          Capital Notes 'A'
6620215  Poalim Subordinated    Other     459,400,000   459,400,000     No
          Capital Notes 'B'
6620280  Poalim Subordinated    Other    1,302,000,000 1,302,000,000    Yes
          Capital Notes 'C'
6620355  Poalim Subordinated    Other     300,000,000   300,000,000     No
          Capital Notes 'D'
6620298  Employees' Options    Option          703,486    692,675       No
                2008
6620306  Personal Contracts    Option        9,035         9,035        No
            Options 2008
6620330  Employees' Options    Option      4,073,532     4,073,532      No
                2009
6620348  Personal Contracts    Option       157,369       157,369       No
            Options 2009
6620371  Employees' Options    Option      4,026,789     4,026,789      No
                2010
6620389  Employees' Options    Option      4,140,789     4,140,789      No
                2011
6620397  Employees' Options    Option      4,317,577     4,317,577      No
                2012
6620405      Executives'     Restricted      7,206,787   7,451,032      No

                RSU's        Stock Units





                     This information is provided by RNS
           The company news service from the London Stock Exchange

END


MSCBKCDDDBDDADD -0- Nov/19/2012 11:20 GMT