Israel Corporation Limited : Immediate Report on a Shareholder Meeting

This is an English convenience translation ofthe originai Hebrew version. In case of any

discrepancy, the binding version is the Hebrew originai.

Isracl Corporation Ltd.

Registrar Number: 52002801 O

Securities of the Corporation are listed in the Tel Aviv Stock Exchange

Sort name: lsrael Corporation

Address: P.O.B. 20456, Tel Aviv 61204

Tel: [phone],Fax: [phone]

Email: MAY AAK @ I SRAELCORP.COM

Form 46

Public

Date ofTransmission: 09/1 2/20 1 2

Reference: 2012-01 -305574

To:

The Securities Authority www.i sa.gov.i l

To:

The Tel Aviv Stock Exchange www. ta se . co. i l

Amending report to a disrupted report sent on November 27,2012 which reference number is 2012-01-305517.

The disruption: Amending report.

The reason of disruption: Pursuant to the Chairman's notice, as said in the immediate report, dated December 9, 2012, which reference number is 2012-01-305517.

The key points ofthe amendment: Taking offsection 1.4 from the agenda ofthe generai meeting.

Immediate Report on a meetin2 convention

Regulation 36B (d) and 36C ofthe Securities Regulations (Periodic and Immediate Reports),

5700 -1970

l. On November 26, 2012, it was resolved to summon a special annual generai meeting.

576017 is the securi ty number in Tel Aviv Stock Exchange which entitles the holder of it, to participate in the meeting which will take piace on Tuesday, December 11, 2012, at

11:00, in 23 Aranha Street, Millennium Tower, Tel Aviv, lsrael.

2. The effective date to determine the entitlement of a shareholder of the Company to participate and vote at the meeti ng is December 2nd,2012.

-2-

3. On the meeting's agenda: the approvai of actions or transactions which req uire consent according sections 255, 262 or 268-275 in the companies law, 5759 - 1999 (hereinafter: "Companies Law").

See attached report.

4. Quorum: see attached report.

5. Should no quorum be present at the generai meeting, the meeting shall stand adjourned to

December 1 8, 2012, at I l :00, in 23 Aranha Street, Millem1ium Tower, Tel Avi v, lsrael.

6. The time and piace in which it is possible to inspect any proposed resolution, which its text was not fully detailed in the above agenda, is at the Company's offices, from Sundays to Thursdays, from 09:00-16:00.

Name of report authorized signatory and name of authorized electronic signatory: Maya Al cheh

Kaplan. Adv.

Position: Vice President, Generai Counsei and Company's Secretary. Signature date: 09/12/2012

Reference of former documents in this regard (referring does not constitute incorporation by reference):

Former name of reporti ng entity:

The lsrael Corporation Ltd.

Form structure updated 04711 /201 2

Name of Electronic Repmter: Maya Alcheh Kapian. Position: Vice President, Generai

Counsel and Company's Secretary. Aranha 23, Millennium Tower, Tel Aviv 61204. Phone

- 03-6844517, Fax: [phone], e-mail - mayaak @ israelcorp.com

Th is is an English convenience translation ofthe originai Hebrew report. In case of any discrepancy, the binding version is the Hebrew originai.

.Israel Corp. Ltd

lsracl Corp. Ltd

Millennium Tower, 23 Aranha Street P.O. Box

20456 Tel Avi v 61204 lsracl

Tel.: [phone] fax: [phone]

Advocate Maya A lcheh-Kaplan

Vice Presidcnt

Generai Counsel and Company Secretary

TO:

The lsraeli Securities Authority

Through the magna system

Dear Sirs,

The Tel Aviv Stock Exchange Ltd . Through The Magna System

December 9, 2012

Convening of an Anoual Generai Meeting

In accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970 (hereinafter: the "Immediate Reports Regulations") and the Companies Law, 5759 - 1999 (hereinafter: the "Companies Law") and the regulations enacted pursuant thereto, the lsrael Corporation Ltd. (hereinafter: the "Company") hereby gives notice that an annua! generai meeting of the shareholders of the Cornpany shall be convened on Tuesday, Decernber Il, 2012, at l 0:00 a.m., at the Company's offices, at 23 Aranha St., Millennium Tower, Tel Aviv.

1. The Items on the Meeting's Agenda

l.l Inspection of the Periodic Report for 2011: A discussion of the Company's audited financial statements and of the Board of Directors' Report on the State of the Company's Affairs for the year ended December 3 l , 2011.

1.2 Appointment of Auditors: The reappointment of the Company's auditors and the authorization ofthe Cornpany's Board of Directors to determine their fees.

Draft of the Proposed Resolution: "To appoint the accountants from the accounting firm of Somekh Chaikin (KPMG) as the Company's auditors for the year 2012, and, in accordance with the Compaoy's Articles, the Board of Directors shall be authorized to determine their fees".

1 .3 Appointment of Directors: The appointment of the i ncurnbent directors of the Company for an additional term in office as directors of the Company, with the exception of the outside directors who shall continue to serve up unti l the end of the period of their statutory term in office. The vote regarding each candidate to

serve as a director shall be conducted separately. The candidates' signed declarat ions to serve as directors of the Company, m accordance with the provisions of section 2248 of the Companies Law, are attached herewith as Apuendix Ato this Report.

The directors who are candidates for an additional term in office shall continue to be entitled to terms of office identica!to those constitut i ng standard practice at the Company in relation to directors serving by virtue of the decisions of the competent organs of the Compa ny, includ ing annua) remuneration and remuneration for participation, in the maximum amount as set forth in the Compa nies Regulations (Rules Regarding Remunerat ion and Ex penses for an Outside Di rector), 5760 - 2000 (hereinafter: the "Remuneration Regulations"), taking into consideration the Company's rank and the director's classification as an "expert director" who is entitled to an "expertise supplement", as set forth in Regulation SA of the Remuneration Regu lations. In addition, the directors serving at the Company are also en t itled to indemnity and release, and also to insurance

coverage (hereinafter, collectivel y: the "Standard Terms of Office") 1 • Without

derogating from the foregoing, the chairman of the Board of Directors, M r. Amir Elstein, shall be entitled to remu neration in accordance wi th the em ployment agreement with him, as set forth in the Company's reports dated August 3 l , 20 l O,

and September 16, 20102

lt sha ll be noted that from among the directors who are candidates for an additional term in office, the Messrs. Ron Moskovitz, Aviad Kaufman and Yoav Doppel t are deemed to be "employed directors", so that the directors' remu nerat ion to which they are entitled shall be transferred, by vi rtue of the resol ution of the Generai Meeting of the Shareholders of the Company dated May 8, 20 l 2 (Reference: 201 2-01 -119934), to the "employing corporations", as these terms are defined in the Company's report dated March 29, 2012 (Rcference: 2012-01 -

084843), which is included herein by way of reference.

For the details required in accordance with Regulation 36B(a)( l O) of the

Immediate Reports Regulations regarding the incum bent members of the Board of

1 For details regarding the approvai of Mr. ldan Ofer's en titlement to directors' remuneration, see the Company's report in accordance with the Companies Regu lations (Relief in Transactions wìth lntcrested Part ies), 5760 -

2000, dated October 30, 20 l l (Reference:20 l l -0 l -3 l 0548).

2 References: 20 l 0-0 l -606444 and 20 l 0-01-623l l 5, respect i vely.

Directors who are candidates for an additional term in office, please see the detai ls regarding the said di rectors which were incl uded in A rticle 26 of the Fourth Part (Add itiona l Details on the Corporation) of the Company's Period ic Report for

2011 , dated M arch 29, 2012, and also Chapter 7 ofthe Shelf Prospectus which was published by the Company on May 30, 2012 (Reference 2012-01-139776), wh ich a re i ncl uded herein by way of reference. Below is an update of the sa id details with regard to the following directors:

Name Of Director	Update
A mir Elstein	• Serves as Chairman of the Management Committee of the lsrael l nstitute of Dcmocracy. • No longer serves as a member of the Com pensation Committee.
Idan Ofer	• No longer serves as a director of the companies O.P.C. Ramat Hovav Ltd. (i n voluntary d issolut ion ), Ofer Media Ltd. (voluntary dissol ution ) and the Ofer Brothers (Energy Hold i ngs) Ltd. • Serves as a manager of Lynav Shipping Ltd. • The names of the following companies at which M r. Jdan Ofer serves as a director bave been changed, as set forth below: the name of Ofer Hold ings Grou p Ltd. has been changed to XT Hold ings Ltd.; the name of Ofer (Ship Holdings) Ltd. has been changed to XT Management Ltd.; the name of the Ofer Management Ltd. Group has been changed to XT Real Estate Ltd.; the name ofOfer Shippi ng Ltd. has been changed to XT Shipping Ltd.; the name of the Ofer Jnvestments Group Ltd. has been changed to XT lnvestments Ltd .; the name of Ofer Aviat ion Ltd. has been changed to XT Aviation Ltd.
Amnon Lion	• No longer serves as a member of the Compensation Committee. • No longer serves as a director of the Ofer Brothers (Energy H oldings) Ltd . • The names ofthe following companies at wh ich Mr. Amnon Leon serves as a director have been changed, as set forth below: the na me of Ofer Holdings G roup Ltd . has been cha nged to XT Holdi ngs Ltd.; the namc of the Ofer Investments Group Ltd. has been changed to XT lnvestments Ltd.; the na me of Ofer Sh ipping Ltd. has been changed to XT Ship ping Ltd.; the na me of Ofer (Shi p Holdings) Ltd . has been changed to XT Managemen t Ltd.; the name of the Ofer Management Ltd. Group has been cha nged to XT Real Estate Ltd.; the name of Ofer Av iation Ltd. has been changed to XT Av iation Ltd .

Yoav Doppelt	• Also serves as CEO of XT lnvestments Ltd.
Eitan Raff	• No Jonger serves as a director of Aeronautics.
Zeev Nahar i	• No longer serves as a member of the Compensation Committee. • Effect ive from March 2012, no longer serves as the chairman of Leumi Partners. • Serves as a director of Arab Israel Bank Ltd.
Zahavit Cohen	• No longer serves as a director of Haifa University and likewise, of certain companies which hold (either directly or i ndirectly) Psagot lnvestment House Ltd.
Ron Moskovitz	• No longer serves as a member of the Compensation Committee.
Michael Bricker	• Has begun to serve as a member of the Compensation Committee.
Ofer Termechi	• Has begun to serve as the chairman of the Compensation Committee.

Draft of the Proposed Resolution:

To appoint, for an additional term in office as directors of the Company, the following incumbent directors (who shall continue to be ent itled to the Standard Tenns of Office, as specified in section 1.3 ofthis Report): (a) Amir Elstein; (b) Ida n Ofer; (c) Amnon Leon; (d) Zeev Nahari; (e) Ron Moskovitz; (f) Zahavit Cohen; (g) Yoav Doppelt; (h) Aviad Kaufman; (i) Eitan Raff; (j) Dan Zisk ind; (k) Michael Bricker.

2. The Majority Reguired to Pass the Resolutions at the Meeting

The majority required to pass the resolutions on the agenda of the meeting is a simple major ity of the shareholders entitled to participate in the vote who are present at the meet ing, whether in person or by proxy.

3. The Effective Date

The effective date to detenni ne the entitlement of a shareholder of the Company to vote at the meeting, as stated i n section 182 of the Companies Law, is at the end of the trading day on the Stock Exchange, on Sunday, December 2, 2012, and should no trading be conducted on the Effect i ve Date, then on the first trading day prior t hereto.

4. Proof of Ownership of Shares

In accordance with the Companies Regulations (Proof of Ownership of a Share for the Purpose of Voting at the Generai Meeting), 5760 - 2000, a shareholder in whose favor a share is registered with a member of the Tel Aviv Stock Exchange Ltd. and which share is included amongst the shares of the Company which are registered in the Register of Shareholders, in the name of a nominee company, and who wishes to vote at the generai meeting, shall submit to the Company confirmation from the said member of the Stock Exchange, with whom his title to the share is registered, with regard to his ownershi p ofthe share, on the Effective Date, in accordance with Form 1 in the Schedule to the said Regulations.

5. Quorum

Pursuant to the Company 's Articles, the quorum for the purpose of holding the meeting shall be constituted when five shareholders are present, whether in person or by proxy, who have at least twenty five percent of the voting rights. Should no quorum be present at the generai meeting at the expiration of half an hour from the t ime appointed for the commencement of the meeting, the meeting shall stand adjoumed by one week, to the same day, time and piace, without it being necessary to give notice thereof to the shareholders, and if no quorum is constituted at the adjourned meeting, at the expiration of half an hour from the time appointed for the meeting, the shareholders present shall constitute a quorum.

6. Voting By Proxy

A shareholder who is entitled to participate in and vote at the meeting may vote in person or by proxy, in accordance with that stated in the Company's Articles. A shareholder who wishes to vote by proxy, as aforesaid, shall lodge the power of attorney at the Company's registered office at least 48 hours prior to the time scheduled for the meeting or for the adjourned meeting.

7. Inspection of Documents

The Company's shareholders may inspect the draft of the proposed resolutions, at the Company's offices, from Sundays to Thursdays, from 09:00-1 6:00, by prior arrangement on Tel: [phone].

Sincerely yours,

Israel Corporation Ltd.

The name of the authorized signatory to the report and the name of the authorized electronic signatory: Maya Alcbeh-Kaplan

Position:Vice President, Generai Counsel and Company Secretary

Date of signing:December 9, 2012.