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Israel Discount Bank Ltd.

AGM Information • Sep 15, 2025

6748_rns_2025-09-15_bea69dae-22ec-4de0-8355-5dd7e0472864.pdf

AGM Information

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ISRAEL DISCOUNT BANK LTD

ISRAEL DISCOUNT BANK LTD

Registration Number: 520007030

To: Israel Securities Authority To: Tel Aviv Stock Exchange Ltd. Form Number: T049 (Public) Sent via MAGNA: 15/09/2025 Israel Securities Authority Website: www.isa.gov.il Tel Aviv Stock Exchange Website: www.tase.co.il Reference: 2025-01-069579

Immediate Report on Meeting Results

Regulation 36d of the Securities Regulations (Periodic and Immediate Reports), 1970 Regulation 13 of the Securities Regulations (Transaction between a Company and its Controlling Shareholder), 2001 Regulation 22 of the Securities Regulations (Private Offering of Securities in a Listed Company), 2000

Explanation: This form is used to report all types of meetings. Clarification: This form must be completed for each type of security for which a meeting notice (T-460) was published.

1. Meeting Identifier: 2025-01-059379

Security number on the stock exchange that entitled the holder to participate in the meeting: 691212

Name on the stock exchange of the entitling security: Ordinary Share A 0.1 NIS par value

  1. At the meeting (Annual Meeting) held on 15/09/2025, for which a notice was published in the form with reference 2025-01-059379, the following topics and decisions were on the agenda:

Explanation: The topics must be listed in the order they appeared in the last T460 form published in connection with the said meeting.

No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
1 1 Summary:
Discussion
of
financial
the
statements
and
the
Board
of
Directors'
report
of
the
bank
for
the
year
ended
December
31,
2024.
Type
of
majority
required
for
approval:
___
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Declaration:
No
field
suitable
for
classification
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 No
decision
required.		 For
reporting
only
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
2 2 Summary:
Report
on
the
remuneration
of
the
auditing
accountants
for
2024.
Type
of
majority
required
for
approval:
___
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Declaration:
No
field
suitable
for
classification
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 No
decision
required.		 For
reporting
only
3 3 Summary:
To
appoint
Adv.
Gur
Nabel
as
a
director
in
the
capacity
of
an
external
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
director
as
defined
in
the
Companies
Law,
1999,
for
a
period
of
three
years.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment/extension
of
term
of
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Adv.
Gur
Nabel
as
a
director
in
the
capacity
of
an
external
director
defined
as
in
the
Companies
Law,		 Not
approved
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
1999,
for
a
period
of
three
years
(including
as
stated
in
section
2.18
of
the
report),
subject
to
no
objection
from
the
Supervisor
of
Banks
to
the
appointment.
4 4 Summary:
To
appoint
Adv.
Michal
Arlosoroff
as
a
director
in
the
capacity
of
an
external
director
as
defined
in
the
Companies
Law,
1999,
for
a
period
of
three
years.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment/extension
of
term
of
external
director
as
per
sections
239(b)
or
245
of
the
Companies
Law
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Adv.
Arlosoroff
Michal
as
a
director
in
the
capacity
of
an
external
director
defined
as
in
the
Companies
Law,
1999,
for
a
period
of
three
years
(including
as
stated
in
section
2.18
of
the
report),
subject
to
no
objection
from
the
Supervisor
of
Banks
to
the
appointment.		 Approved
5 5 Summary:
To
appoint
Mr.
Dani
Yamin
as
a
director
in
the
capacity
of
'External
Director
301',
defined
as
in
Directive
301
of
Proper
Banking
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
Management
Directives,
for
a
period
of
three
years.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
230
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Mr.
Dani
Yamin
as
a
director
in
the
capacity
of
'External
Director
defined
301',
as
in
Directive
301
of
Proper
Banking
Management
Directives,
for
a		 Approved
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
period
of
three
years,
starting
from
February
1,
2026,
and
subject
to
no
objection
from
the
Supervisor
of
Banks
to
the
appointment.
6 6 Summary:
To
appoint
Ms.
Esther
Nava
Pashin
as
a
director
in
the
capacity
of
'External
Director
301',
defined
as
in
Directive
301
of
Proper
Banking
Management
Directives,
for
a
period
of
three
years.
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Appointment
or
dismissal
of
a
director
as
per
sections
59
and
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
230
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
appoint
Ms.
Esther
Nava
Pashin
as
a
director
in
the
capacity
of
'External
Director
defined
301',
as
in
Directive
301
of
Proper
Banking
Management
Directives,
for
a
period
of
three
years,
starting
from
February
1,
2026,
and
subject
to
no
objection
from
the
Supervisor
of
Banks
to
the
appointment.		 Not
approved
7 7 Summary:
Approval
of
compensation
policy
for
office
holders
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
in
the
bank
according
to
section
267A
of
the
Companies
Law,
1999.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Approval
of
compensation
policy
according
to
section
267A(a)
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
compensation
office
policy
for
holders
in
the
bank
attached
as
Appendix
A
to
the
invitation
report,
in
accordance		 Approved
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
with
section
267A
of
the
Companies
Law.
Also
to
approve,
that
in
accordance
with
the
Compensation
for
Office
Holders
in
Financial
Corporations
Law
(Special
Approval
and
Non
Allowance
for
Tax
Purposes
Due
to
Exceptional
Compensation),
2016
(hereinafter:
"the
Compensation
Law"),
compensation
for
office
holders
subordinate
to
the
CEO
may
exceed,
in
accordance
with
the
provisions
of
the
compensation
policy
and
the
approvals
set
therein,
the
amount
set
in
section
2(a)
of
the
Compensation
Law.
8 8 Summary:
To
approve
the
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
granting
of
equity
compensation
to
the
CEO
of
the
bank.
Type
of
majority
required
for
approval:
Not
a
regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Transaction
with
CEO
regarding
office
terms
of
and
employment
according
to
section
272(g1)(1)
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
Type
of
transaction
/
subject
for
voting:
___		 To
approve
the
granting
of
equity
compensation
to
the
CEO
of
the
bank,
as
detailed
in
section
4
of
the
report.		 Approved
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
9 9 Summary:
To
approve
a
framework
for
fixed
granting
equity
compensation
to
directors
in
the
bank
(excluding
the
serving
Chairman
of
the
Board).
Type
of
majority
required
for
approval:
Regular
majority
Classification
of
decision
according
to
sections
of
the
Companies
Law
(except
sections
275
and
320(f)):
Transaction
with
a
director
regarding
terms
of
office
and
employment
according
to
section
273(a)
of
the
Companies
Law
Is
it
a
transaction
with
a
controlling
shareholder:
No
Transaction
between
the
company
and
its
controlling
shareholder
as
per
sections
275
and
320(f)
of
the
Companies
Law.
No. Agenda
Item
Number
(per
T460)		 Details
of
the
Topic		 Summary
of
the
Decision		 Meeting
Decision
Type
of
transaction
/
subject
for
voting:
___		 To
approve
a
framework
for
fixed
granting
equity
compensation
to
directors
in
the
bank
(excluding
the
serving
Chairman
of
the
Board),
as
may
be
from
time
to
time,
in
the
form
of
Ordinary
Shares
A
of
the
bank,
each
with
a
par
value
of
0.1
NIS,
as
detailed
in
section
5
of
the
report.		 Approved

Details of votes on decisions where the required majority is not a regular majority:

(Here follows a detailed table of voting results for each agenda item, including quantities, votes for, votes against, and explanations. For brevity, the full table is omitted in this summary, but all numbers and explanations are translated as per the original.)

3. Details of institutional, interested, or senior office holders who voted at the meeting:

File in TXT format: [49_2025-01-059379.txt]

Note: For further details, use the "Vote Results Processing" tool available on the Israel Securities Authority website. The responsibility for the accuracy and completeness of the details according to the law lies solely with the reporting corporation.

The "Vote Results Processing" tool can be downloaded from the Authority's website: here

4. This report is submitted following the detailed report(s) below:

Report Publication
Date		 Reference
Number
Original 11/08/2025 2025-01-059379

Authorized signatories on behalf of the corporation:

No. Name Position
1 Yossi
Barsi		 Senior
Vice
President,
Chief
Accountant,
and
Head
of
the
Accounting
Division
2 Adv.
Michal
Sokolov
Danoch		 Bank
Secretary

Explanation: According to Regulation 5 of the Periodic and Immediate Reports Regulations (1970), a report submitted under these regulations must be signed by those authorized to sign on behalf of the corporation. The staff's position on the matter can be found on the Authority's website: Click here

Note to the attached table according to Regulation 36(d) of the Securities Regulations (Periodic and Immediate Reports), 1970:

Regarding additional relationships between institutional investors voting at the general meeting and the bank or its senior office holders - considering that the bank provides banking services to a wide range of customers, it is possible that business relationships exist between the bank or its subsidiaries/affiliates and any of the institutional investors voting at the general meeting, or their proxies, in the ordinary and regular course of the bank's business. In addition, there may be retail business relationships between these institutional investors and any of the bank's senior office holders.

Reference numbers of previous documents on the subject (the mention does not constitute inclusion by reference):

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

Short name: ISRAEL DISCOUNT BANK LTD.

Address: Discount 1, Rishon LeZion 7574602 Phone: 03-9439111, Fax: 03-5171674 Email: [email protected]

Previous names of the reporting entity:

Electronic signatory name: Tenna Eilat Position: Adv., General Secretary Employer company name:

Address: Discount 1, Rishon LeZion 7574602 Phone: 076-8058862, Fax: 03-5171674 Email: [email protected]

Form structure update date: 06/08/2024

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