ASM International N.V. — Capital/Financing Update 2011

May 31, 2011

Hapoalim International N.V. Issue of USD 100,000,000 Fixed Rate Note due June 2012 (the "Note") (Issue Reference GT11-2-2012)

Guaranteed by Bank Hapoalim B.M. Issued Pursuant to the U.S.\$ 2,500,000,000 Global Medium Term Note Program of Hapoalim International N.V. Offering Circular dated October 7, 2010 (the "Offering Circular")

PART A - CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Offering Circular dated October 7, 2010 which constitutes listing particulars for the purposes of Chapter 4 of the FSA's Listing Rules. This document constitutes the final terms for the Note described herein and must be read in conjunction with the Offering Circular.

The Offering Circular can be found at:

http://www.bankhapoalim.com/icmm/uploads/files/HapoalimInternationalNV.pdf.

The Offering Circular is also available for viewing at the Issuer at Schottegatweg Oost 44, Curaçao, Netherlands Antilles and copies may be obtained from the Issuer at Schottegatweg Oost 44, Curaçao, Netherlands Antilles, from Bank Hapoalim at (Luxembourg) Ltd. at 18 Boulevard Royal, 2017, Luxembourg and from Bank Hapoalim (Switzerland) Ltd. at Stockerstrasse 33, CH 8093, Zurich, Switzerland.

1.	(i)	Issuer:	Hapoalim International N.V.
	(ii)	Guarantor:	Bank Hapoalim BM
2.		(i) Series Number:	253
		(ii) Tranche Number:	$\mathbf{1}$
3.		Specified Currency or Currencies:	USD
4.		Aggregate Nominal Amount of Notes:	USD 100,000,000
	(i)	Series:	USD 100,000,000
	(ii)	Tranche:	1
5.	Issue Price:		100% per cent. of the Aggregate Nominal Amount
6.	(i)	Specified Denominations:	USD10,000, provided however that each Note shall be in the minimum amount of USD80,000.

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	(ii)	Calculation Amount	USD10,000
7.	(i)	Issue Date:	June 1, 2011
	(ii)	Interest Commencement Date:	June 1, 2011
8.		Maturity Date:	June 1, 2012
9.		Interest Basis:	Fixed Rate
10.	Redemption/Payment Basis:		Redemption at par
11.	Change of Interest or Redemption/Payment Basis:		Not Applicable
12.		Put/Call Options:	Not Applicable
13.	(i)	Status of the Notes:	Unsubordinated Notes
	(ii)	Status of the Guarantee:	Unsubordinated Guarantee
14.		Method of distribution:	Non-syndicated

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Applicable
	(i)	Rates of Interest:	1.85 % per cent per annum payable annually
	(ii)	Interest Payment Dates:	Interest is payable on the Maturity Date, subject to adjustment in accordance with the Modified Following Business Day Convention.
	(iii)	Fixed Coupon Amounts:	The coupon amount per USD10,000 in Nominal Amount for the Interest Payment Dates is: USD 188.08
	(iv)	Broken Amount(s):	Not Applicable
	(v)	Day Count Fraction:	Act/360
	(vi)	Determination Dates:	Not Applicable
	(vii)	Other terms relating to the method Not Applicable of calculating interest for Fixed Rate Notes:
16.		Floating Rate Note Provisions	Not Applicable

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17.	Zero Coupon Note Provisions	Not Applicable
18.	Index-Linked Interest Note/other variable- linked interest Note Provisions	Not Applicable
19.	Equity-Linked Interest Provisions	Not Applicable
20.	Dual Currency Note Provisions	Not Applicable

PROVISIONS RELATING TO REDEMPTION

21.	Call Option	Not Applicable
22.	Put Option	Not Applicable
23.	Form of Notes:	Bearer Notes:

Temporary Global Note exchangeable for Permanent Global Note exchangeable for Definitive Notes only in the limited circumstances specified in the Permanent Global Note.

• Financial Centre(s) or other special Tel Aviv $24.$ provisions relating to Payment Dates:
• Talons for future Coupons or Receipts to No 25. be attached to Definitive Notes (and dates on which such Talons mature):
• Details relating to partly paid notes: Not Applicable 26. amount of each payment comprising the Issue Price and date on which each payment is to be made and consequences (if any) of failure to pay, including any right of the Issuer to forfeit the Notes and interest due on late payment:
• 1. Details relating to Installment Notes: Not Applicable amount of each installment, date on which each payment is to be made:
• Redenomination, renominalisation and Not Applicable 28. reconventioning provisions:
• 1. Consolidation provisions: Not Applicable Other final terms: 30. Not Applicable

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DISTRIBUTION

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31.	If syndicated, names (i) Managers: οf	Not Applicable
	(ii) Stabilizing Manager(s) (if any):	Not Applicable
32.	If non-syndicated, name of Dealer:	Bank Hapoalim BM
33.	U.S. Selling Restrictions:	Reg. S Category 2, TEFRA D applicable
34.	Additional selling restrictions:	See "Subscription and Sale" of the Offering Circular

PURPOSE OF FINAL TERMS

These final terms comprise the final terms required to have admitted to the Official List of the FSA and admitted to trading to the Professional Securities Market of the London Stock Exchange plc the issue of Notes described herein pursuant to the U.S.\$2,500,000,000 Global Medium Term Note Programme of Hapoalim International N.V. Guaranteed by Bank Hapoalim B.M.

RESPONSIBILITY

The Issuer and the Guarantor accept responsibility for the information contained in these Final Terms.

Signed on behalf of Hapoalim International N.V.:

Duly authorized By:

Signed on behalf of Bank Hapoalim B.M.:

$1/1/1$ wy By: Duly authorized By:

Duly authorized

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PART B - OTHER INFORMATION

1.			LISTING

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(i) Listing:	Application will be made for the Note to be
	admitted to the official list of the FSA

(ii) Admission to trading: Application will be made for the Note to be traded on the Professional Securities market of the London Stock Exchange

(iii) Estimate of total	£ 2,700
expenses related to
admission to trading:

2. RATINGS

Ratings:

S&P BBB+, Moodys A2

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Subscription and Sale," so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the issue.

4. REASONS FOR THE OFFER

Reasons for the Offer	The net proceeds from the offer will be used by the Bank to assist in the financing of its domestic and international business

5. FIXED RATE NOTES ONLY-YIELD

Indication of yield:	1.85 % percent. per annum.
OPERATIONAL INFORMATION 6.	Coupon amount per USD10,000 is USD 188.08
ISIN Code:	XS0632784590
Common Code:	063278459
Any clearing system(s) other than Not applicable Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification $number(s)$ :
Delivery:	Delivery free of payment
Names and addresses of additional Not applicable Paying Agent(s) (if any):

UK/1331421/01

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