Bank Leumi Directors Elected, Compensation Approved, Barak Capital Becomes Substantial Shareholder

The general assembly of Bank Leumi convened today, electing three directors for three-year terms. Adv. Michal Halperin, former Commissioner of Competition, was re-elected as an external director with 99.8% support. CPA Tamar Shechter, a former senior executive at Citibank, was also elected as an external director with 90.2% of the vote. Adv. Yael Grossman, despite receiving 73% support, was not elected.

In the non-external director race, Israel Trau, former CEO of Agud Bank, was chosen over Adv. Oded Salomi, a former senior executive at the Bank of Israel. Trau will continue in his role. The assembly also approved the bank's remuneration policy with 96.2% of the vote and the updated employment terms for CEO Yadin Antabi with approximately 97% approval. Antabi's monthly salary will increase to NIS 270,000 from a base of NIS 215,000 set in 2024. The total annual remuneration is projected to reach NIS 4.94 million from 2027, including NIS 800,000 annually in stock options. Antabi can also convert part of his salary or bonus into equity and convert accrued rights to early retirement, valued at approximately NIS 3.96 million, into shares worth about NIS 3.58 million. This conversion pertains to existing rights, not an additional salary increase.

Furthermore, 99% of the assembly approved granting directors, excluding the bank's chairman, a fixed annual equity compensation of NIS 100,000 starting in 2027. Separately, Barak Capital, controlled by Eyal and Ronit Bakshi, has become a "substantial shareholder" in Bank Leumi. The group acquired approximately 481,000 shares on October 23 for about NIS 36.5 million, at an average price of NIS 76 per share. Following this purchase, Barak Capital holds about 32.9 million Bank Leumi shares, valued at approximately NIS 2.5 billion, representing 2.46% of the bank's capital and 2.52% of its voting rights. These shares are held through the group's trading and investment companies. Barak Capital also holds a small short position of about 20,000 ordinary shares as part of its regular trading and hedging activities.

As Bank Leumi has no controlling core, crossing the 2.5% voting rights threshold requires disclosure and allows Barak Capital to propose one director candidate, subject to legal conditions and shareholder approval. This right is significant in a bank where the board is elected by the general assembly, though it does not guarantee Barak Capital a board seat, especially as the holding stems from trading activities. Notably, Barak Capital is also a partner with Bank Leumi's competitor, Bank Hapoalim, through its investment arm, Leumi Partners, which holds 20% in a joint underwriting company managed by Zvi Mans. Bank Hapoalim holds a 20% stake in a competing underwriting firm owned by Amit Vardi.