ASM International N.V. — Capital/Financing Update 2014

Jan 5, 2014

Final Terms dated January 2, 2014

Hapoalim International N.V. Issue of USD 5.540.000 Floating Rate Note Due January 2016 (the "Note") (Issue Reference SP14-1-2016)

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 18, 2013 (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 18, 2013, which constitutes listing particulars for the purposes of Chapter 4 of the FCA'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 is 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, 2018, Luxembourg and from Bank Hapoalim (Switzerland) Ltd. at Stockerstrasse 33, CH 8093, Zurich, Switzerland.

The Offering Circular can also be found at:

http://www.bankhapoalim.com/pdf/reports/OfferingCircularFinal1.pdf

1.	(i)	Issuer:	Hapoalim International N.V.
	(ii)	Guarantor:	Bank Hapoalim BM
$2 -$		(i) Series Number:	328
		(ii)Tranche Number:	1
3.	Specified Currency or Currencies:		USD
4.	Aggregate Nominal Amount of Notes:		USD 5,540,000
	(i)	Series:	USD 5,540,000
	(ii)	Tranche:	1
5.	Issue Price:		100% per cent. of the Aggregate Nominal Amount
б.	(i)	Specified Denominations:	USD 1,000, provided however that each Note shall be in the minimum amount of USD 140,000.

	(ii)	Calculation Amount	USD 1,000
7.	(i)	Issue Date:	January 6, 2014
	(ii)	Interest Commencement Date:	January 6, 2014
8.		Maturity Date:	January $6, 2016$
9.		Interest Basis:	Floating Rate as provided in clause 16 below.
10 1		Redemption/Payment Basis:	Redemption at Par
$H_{\pi}$		Change of Interest or Redemption/Payment Basis:	Not Applicable
12.		Put/Call Options:	Not Applicable
13x	(i)	Status of the Note:	Unsubordinated Note
	(ii)	Status of the Guarantee:	Unsubordinated Guarantee
14.	Method of distribution:		Non-syndicated

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

15.	Fixed Rate Note Provisions		Not Applicable
16.		Floating Rate Note Provisions	Applicable
	(i)	Interest Periods(s)	Three months
	(ii)	Specified Period(s)/Specified Interest Payment Dates:	Interest at the Floating Rate will be payable quarterly in arrears on the 6 th day of each January, April, July and October, with the first Interest Payment Date being April 6, 2014 and the final one being on the Maturity Date, subject in each case to the Modified Following Business Day Convention.
	(iii)	First Interest Payment Date:	April 6, 2014
	(iv)	Business Day Convention:	Modified Following
	(v)	Additional Business Centre(s):	Not Applicable
	(vi)	Manner in which the Rate $(s)$ of Interest is/are to be determined:	Screen Rate Determination
	(vii)	Party Responsible for Calculating	Bank Hapoalim B.M.

Rate(s) of Interest and Interest Amount(s) (if not the Fiscal Agent):

$(viii)$ Screen Rate Determination:

(a)	Reference Rate:	3 month USD LIBOR
(b)	Interest Determination Date(s):	With respect to an Interest Period, two London Banking Days prior to the first

"London Banking Day" means any day on which commercial banks are open for general business (including dealings in foreign exchange and foreign deposits) in London.

day of such Interest Period.

30/360, Unadjusted

• Relevant Screen Page: $(c)$ Reuters Screen LIBOR01
• $(ix)$ ISDA Determination: Not Applicable 0.50 per cent. per annum $(xi)$ Margin(s):
• Minimum Rate of Interest: Not Applicable $(xii)$
• (xiii) Maximum Rate of Interest: Not Applicable
• (xiv) Day Count Fraction
• Not Applicable Fall back provisions, rounding $(xy)$ provisions, denominator and any other terms relating to the method of calculating interest on Floating Rate Notes, if different from those set out in Condition 6(b)(iv):
• Not Applicable 17. Zero Coupon Note Provisions Not Applicable 18. Index-Linked Interest Note/other variable-linked interest Note Provisions Equity Linked Interest Provisions Not Applicable 19. Not Applicable 20. Dual Currency Note Provisions

PROVISIONS RELATING TO REDEMPTION

21.	Call Option	Not Applicable
22.	Put Option	Not Applicable
23.	Final Redemption Amount of each Note (other than for Undated Subordinated	100 per cent of the principal amount of the Note

Notes)

Early Redemption Amount 24. of the Note Early Redemption Amount(s) per Calculation Amount payable on redemption for taxation reasons or on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions): GENERAL PROVISIONS APPLICABLE TO THE NOTES Bearer Notes: Form of Notes: $25.$ Temporary Global Note exchangeable for Permanent Global Note exchangeable for Definitive Notes only in the limited circumstances specified in the Permanent Global Note. Tel Aviv Financial Centre(s) or other special 26. provisions relating to Payment Dates: Talons for future Coupons or Receipts to N₀ 27. be attached to Definitive Notes (and dates on which such Talons mature):

Not Applicable Details relating to partly paid notes: 28. 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: Not Applicable

Details relating to Installment Notes: 29. amount of each installment, date on which each payment is to be made: Not Applicable Redenomination, renominalisation and $30.$ reconventioning provisions:

Not Applicable Consolidation provisions: $31.$ Not Applicable Other final terms: 32.

DISTRIBUTION

33.	If syndicated, names of	Not Applicable
	Managers:

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

RESPONSIBILITY

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

$\mathfrak{s}$

Signed on behalf of Hapoalim International N.V.:

By: $\ddot{\phantom{0}}$ Duly authorized

Signed on behalf of Bank Hapoalim B.M.:

$F_{\nu}$ $F_{\text{L}}$ authorized $G$ $By:$ Duly authorized By:

PART B - OTHER INFORMATION

1. Listing

Ratings:

$(i)$ Listing:	Official List of FCA
(ii) Admission to trading:	Professional Securities Market
(iii) Estimate of total expenses related to admission to trading:	£300
2. Ratings

1. 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.

Not Applicable

1. 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.

1. Operational Information

ISIN Code:	XS1011001382
Common Code:	101100138
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification $number(s)$ :	Not applicable
Delivery:	Delivery free of payment
Names and addresses of additional Paying Agent(s) (if any):	Not applicable