Bank Hapoalim B M : Voting card, position notice and response of the Board of Directors

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.

Bank Hapoalim B.M.

Voting cardpursuant to the Companies Regulations (Voting in Writing and Position Statements ), 2005

Part One

1. Name of the company:
   Bank Hapoalim B.M. ("the Bank")
2. The type of Meeting, date and location of its convening:
   An annual general meeting of the Bank's shareholders ("the Meeting"). The Meeting shall take place on Thursday, August 11, 2022, at 4:00 p.m., at the offices of the Bank at 63 Yehuda Halevi Street, Tel Aviv (6th floor, room 608). If the Meeting is postponed due to the absence of a legal quorum, the Postponed Meeting shall take place on Thursday, August 18, 2022, at 4:00 p.m., at the same location.
3. Specification of items on the agenda regarding which a vote may be cast using the voting card:
   3.1 Item No. 2 on the Agenda - Approval of reappointment of the external auditors of

the Bank

As at the date of the report, Somekh Chaikin (KPMG), Certified Public Accountants, and Ziv Haft (BDO), Certified Public Accountants, serve jointly as the auditors of the Bank, and were appointed as such until the end of the annual general Meeting called under this report.

At the recommendation of the audit committee of the board of directors of the Bank and the board of directors of the Bank, it is proposed to reappoint Somekh Chaikin (KPMG), Certified Public Accountants, and Ziv Haft (BDO), Certified Public Accountants, as the Bank's joint auditors, until the end of the next annual general meeting of the Bank.

In order to formulate its recommendation, in advance of this general Meeting, the audit committee conducted a process to consider the possibility of replacing the external auditor of the Bank, beginning in June 2021; the process consisted of cumulative discussions during nine meetings of the committee. In response to the committee's request, the two firms serving as external auditors and two additional accounting firms, of the largest firms in Israel, applied as candidates for the role of external auditor of the Bank. In September- November 2021, the committee met with representatives of each of the firms (including the designated audit teams), heard and received various presentations and materials from the firms, and held additional discussions following the meetings and the submission of materials.

At the conclusion of these discussions, the committee resolved in November 2021 that in

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advance of the annual general Meeting for 2022 it would make a recommendation to the meeting to approve the reappointment the jointly serving external auditors. This resolution was passed by a majority, based on a broad range of pertinent considerations and circumstances. For additional information, see Section 1.2 of the Meeting Convening Report Conveningthat is the subject of this voting card("the Report").

Details regarding the fees of the Bank's auditors for 2021, for audit and additional services, which were determined by the Bank's board of directors, are included in the Periodic Report for 2021 (p. 429).

Form of the proposed resolution:

To approve the reappointment of Somekh Chaikin (KPMG), Certified Public Accountants, and Ziv Haft (BDO), Certified Public Accountants, as the joint auditors of the Bank, until the end of the next annual general meeting of the Bank.

3.2 Item No. 3 on the Agenda - Approval of the terms of service of the Chairman of the Board, Mr. Ruben Krupik

Mr. Ruben Krupik has served as chairman of the board of directors of the Bank (the "Chairman") as of June 28, 2020. The present terms of service of the Chairman were approved by the general meeting on October 22, 2020 (in effect until December 31, 2023). For further details, see the general meeting summons report issued by the Bank on September 17, 2020 (reference no. 2020-01-093667) and the Immediate Report of the Bank of March 21, 2021 (reference no. 2021-01-040119). At the annual meeting of October 2021, Mr. Krupik was elected to a third term of service of three years as an external director pursuant to Directive 301 (until February 17, 2025).

An amendment of Proper Conduct of Banking Business Directive 301A, "Remuneration Policy at Banking Corporations" ("Directive 301A"), was issued in April 2022, primarily updating the directives concerning the terms of service of the chairperson of the board of directors of a banking corporation without a controlling core. In light of the amendment of Directive 301A, and also taking into consideration the appointment of Mr. Krupik as director for a third (and last) three-year term of service, the remuneration committee (on June 30, 2022) and the board of directors of the Bank (on July 3, 2022) approved an update of the terms of service of the Chairman of the board, and accordingly also of section 9.2 of the remuneration policy, which concerns the terms of service of the chairperson.

The updated terms of service shall be in effect from the beginning of 2022, for as long as Mr. Krupik serves in the role of Chairman , their key points being as follows: The position of chairperson of the board of directors shall continue to be a full-time (100%) position. in respect of his service as Chairman of the board of directors, the Chairman shall be entitled to annual compensation in the amount of NIS 2.94 million (the "Annual Compensation"). The

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Annual Compensation shall be linked to the consumer price index (base index May 2022).1 VAT shall be added to this amount in accordance with the law. The Annual Compensation shall also be paid in full in respect of the year 2022. The Annual Compensation may be paid in monthly payments; in respect of service during part of a year, the proportional share of the Annual Compensation shall be paid .

The consideration shall be paid against an invoice, and the Chairman shall not be entitled to benefits associated with wages (such as deposits into severance pay and pension plans and employer contributions to a study fund). in addition to the Annual Compensation, the Chairman shall be entitled to reimbursement of reasonable expenses in respect of the discharge of his duties, including travel and telephone expenses2. The Chairman shall continue to be insured within the directors' and officers' liability insurance policy of the Bank. In addition, the Chairman holds an indemnity and exemption letter, as is granted to officers of the Bank. The existing terms of service of the Chairman included provisions regarding an advance notice period and regarding non-competition and a cooling period. In light of the proposed update of the terms of service of the Chairman (presented for approval at this meeting), the corresponding amendment of section 9.2 of the remuneration policy, which concerns the terms of service of the chairperson of the board of directors, is proposed (effective as of the beginning of 2022).

The following are details regarding the remuneration to which the Chairman is expected to be entitled in 2022,according to the terms of his service, detailed above in this report (in thousands of NIS; in terms of cost excluding VAT):

	Remuneration recipient		Remuneration (in NIS thousands)
Name	Title	Full/part-	Rate of holdings	Annual	Bonus	Payments and	Share-	Total
		time	in capital of the	Compensation		employer	based	remuneration(2)
		position	Bank at report	and expenses(1)		contributions	payment
			date (%)
Ruben	Chairman	Full-time	--	2,940	--	--	--	2,940
Krupik	of the	position
	Board

1. The Chairman is not entitled to variable remuneration; subject to the Remuneration Limit Law, the Chairman may also be entitled to reimbursement of expenses.
2. Not including VAT.

Form of the proposed resolution:

To approve the updated terms of service of the Chairman of the board of directors,

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Subject to the total remuneration of the Chairman not exceeding the wage ratio ceiling (the ceiling pursuant to Section 2(B) of the Financial Corporations Officer Remuneration Law).

Subject to the restrictions in Directive 301A, and subject to the total remuneration of the Chairman not exceeding the wage ratio ceiling (the ceiling pursuant to Section 2(B) of the Remuneration Limit Law).

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Mr. Ruben Krupik, as detailed in Section 1.3.3 of the Report, and the corresponding amendment of the officer remuneration policy of the Bank, as stated in Section 1.3.4 of the Report.

3.3 Items No. 4-5on the Agenda - Appointment of one external director pursuant to the Companies Law

At this Meeting, one external director is to be elected for appointment in accordance with the provisions of the Companies Law, 1999 (an external director pursuant to the Companies Law, who also meets the qualifications for service as an external director pursuant to Proper Conduct of Banking Business Directive 301 (Board of Directors) of the Supervisor of Banks) (the "Companies Law," "Directive 301," and "Companies Law External Director," respectively), for a term of office of three years, out of the two candidates proposed by the Committee for the Appointment of Directors at Banking Corporations, which was appointed according to Section 36A of the Banking (Licensing) Law, 1981 (the

"Banking Law" and the "Director Appointment Committee," respectively). They are:

1. Mr. David Avner (proposed for election as Item no. 4 on the agenda).
2. Ms. Anat Peled (proposed for election as Item no. 5 on the agenda).

The term of service of the candidate to be elected shall commence on the later of September 10, 2022 (the first term of service of Mr. David Avner, who serves as a Companies Law External Director at this time, ends on September 9, 2022), or the date of approval or non- objection of the Supervisor of Banks to the appointment, pursuant to the provisions of Section 11A of the Banking Ordinance, 1941 (the "Supervisor," the "Supervisor Appointment Approval," and the "Banking Ordinance," respectively).

3.4 Items No. 6-7on the Agenda - Appointment of one external director pursuant to Directive 301

At this Meeting, one external director pursuant to Directive 301 (a "301 External Director") is to be elected for appointment for a period of three years, out of the two candidates proposed by the Director Appointment Committee. They are:

1. Mr. Noam Hanegbi (proposed for election as Item no. 6 on the agenda).
2. Mr. Ron Shamir (proposed for election as Item no. 7 on the agenda).

The term of office of the candidate to be elected shall commence on the later of October 6, 2022 (the first term of service of Mr. Noam Hanegbi, who serves as a 301 External Director at this time, ends on October 5, 2022), and the Supervisor Appointment Approval date.

3.5 Items No. 8-10on the Agenda - Appointment of two other (non-external)directors

At this Meeting, two "other" directors (who are not external directors pursuant to the Companies Law or Directive 301) are to be elected for appointment for a period of three years, out of the three candidates proposed by the Director Appointment Committee. They are:

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1. Ms. Odelia Levanon (proposed for election as Item no. 8 on the agenda).
2. Dr. David Zvilichovsky (proposed for election as Item no. 9 on the agenda).
3. Mr. Ronen Lago (proposed for election as Item no. 10 on the agenda).

One term of service of an "other" director shall commence on the later of the date of approval

by the Meeting and the Supervisor Appointment Approval date. The second term of service

shall commence on the later of September 25, 2022 (the first term of service of Dr. David

Zvilichovsky, who serves as an "other" director, ends on September 24, 2022), and the

Supervisor Appointment Approval date.

Declarations of all of the candidates for service as directors regarding their fulfillment of all of the conditions established by law for service as directors at the Bank, including with reference to the fact that it is a banking corporation without a controlling core, are attached to the summons report.

Voting shall be held separately with regard to each director; shareholders are permitted to vote for any of the candidates for service as a director .

With regard to Items 4-10 on the agenda (appointment of directors) - if the number of candidates for service as directors who win a majority of the votes of the participants in the vote at the general meeting exceeds the number of available positions for a specific qualification for office (the examination regarding this matter shall refer separately to each qualification for office, i.e. an external director pursuant to the Companies Law, an external director pursuant to Directive 301, and an other director), the candidate who wins the highest number of supporters in the vote at the general meeting for the same qualification for office shall be elected, with the provision that, in the case of the office of an external director pursuant to the Companies Law, the candidate who wins the highest number of supporters in the vote at the general meeting out of the votes of the shareholders as stated in Section 239(b)(1) of the Companies Law shall be elected. In the event that it is necessary to reach a determination in this matter between several candidates who receive an equal number of votes, the determination regarding the candidate who will serve as a director shall be performed by lottery.

For details regarding the remuneration and terms of the terms of service to which the candidates, elected to the Bank Board of Directors, shall be entitled, see section 2.8 of the report.

The following is information, to the best of the knowledge of the Bank, regarding the candidates

for service as directors, as required pursuant to Regulations 26 and 36B(a)(10) of the Report

Regulations, 1970 and Regulation 7(a)(5)(a) of the Companies Regulations (Voting in Writing and

Position Statements), 2005 (the "Voting in Writing Regulations"):

3.6 Item 4 on the Agenda - Election of Mr. David Avner for a second term of office as an external director pursuant to the Companies Law