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

Jul 2, 2014

Pricing Supplement dated July 3, 2014

Hapoalim International N.V. Issue of USD 1,000,000Floored and Capped Floater Note Due July 2021 (the "Note") (Issue Reference SP14-17-2021)

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 June 3, 2014 (the "Offering Circular")

PART 1 - 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 June 3, 2014 which constitutes listing particulars for the purposes of Chapter 4 of the FCA's Listing Rules. This document constitutes the pri 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:	343
		(ii)Tranche Number:	1
3.		Specified Currency or Currencies:	USD
4.	Aggregate Nominal Amount of Notes:		USD 1,000,000
	(i)	Series:	USD 1,000,000
	(ii)	Tranche:	1
5.	Issue Price:		100% per cent. of the Aggregate Nominal Amount
6.	(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:	July 3, 2014
	(ii)	Interest Commencement Date:	July 3, 2014
8.		Maturity Date:	July 3, 2021
9.	Interest Basis:		Floating Rate as provided in clause 16 below.
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 Note:	Unsubordinated Note
	(ii)	Status of the Guarantee:	Unsubordinated Guarantee
	(iii)	Date Approval for Issuance of Note and Guarantee	Not Applicable

PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

14.		Fixed Rate Note Provisions	Not Applicable
15.		Floating Rate Note Provisions	Applicable
	(i) Interest Periods(s)		One Year
	(ii)	Specified Period(s)/Specified Interest Payment Dates:	Interest at the Floating Rate will be payable annually in arrears on the $3rd$ day of each July, with the first Interest Payment Date being July 3, 2015 and the final one being on the Maturity Date, subject in each case to the Modified Following Business Day Convention.
	First Interest Payment (iv) Date:		July 3, 2015
(iv) (v)		Business Day Convention:	Modified Following, Unadjusted
		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 Rate(s) of Interest and Interest Amount(s) (if not the Fiscal Agent):		Bank Hapoalim B.M.
	(viii)	Screen Rate Determination:
		(a)	Reference Rate:	5 year USD CMS - USD 5 year swap rate (semi-annual 30/360) versus 3 month Libor
		(b)	Interest Determination $Date(s)$ :	With respect to an Interest Period, two London Banking Days prior to the first day of such Interest Period, determined at 11:00 am New York time.
				"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.
		(c)	Relevant Screen Page:	Reuters Screen USDS FIX
	(ix)		ISDA Determination:	Not Applicable
$(x_i)$		$Margin(s)$ :		0 per cent. per annum
	(xii)		Minimum Rate of Interest:	0.00 per cent. per annum
	(xiii)		Maximum Rate of Interest:	Not applicable
	(xiv)		Day Count Fraction	30/360, Unadjusted
16.	Zero Coupon Note Provisions			Not Applicable

PROVISIONS RELATING TO REDEMPTION

17.	Call Option	Not Applicable
18.	Put Option	Not Applicable
19.	Final Redemption Amount of each Note (other than for Undated Subordinated Notes)	100 per cent of the principal amount of the Note
20.	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):	100 per cent of the principal amount of the Note

GENERAL PROVISIONS APPLICABLE TO THE NOTES

21.	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.
22.	Talons for future Coupons or Receipts to be attached to Definitive Notes (and dates on which such Talons mature):	No
23.	Redenomination, renominalisation and reconventioning provisions:	Not Applicable
24.	Details relating to partly paid notes: 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
25.	Details relating to Installment Notes:	Not Applicable
	(i) Installment amount(s):
	(ii) Installment dates(s):

Third Party Information

Not Applicable
Signed on behalf of Hapoalim International N.V.:
By:
Duly/authorized Signed on behalf of Bank Hapoalim B.M.:
Bγ Duly authorized
By: Duly authorized

$\pmb{\Delta}$

PART 2 - OTHER INFORMATION

Listing 26.

(i)	Listing:	London PSM
(ii)	Admission to trading:	Application has been made for the Notes to be admitted to the Official List of the FCA and to trading on the Professional Securities Market of the London Stock Exchange
	Date from which admission effective:	July 2014 3
(iii)	Estimate of total expenses related to admission to	GBP 300

Ratings 27.

Ratings:

trading:

Not Applicable

Interests Of Natural And Legal Persons Involved In The Issue 28.

Save for any fees payable to a Dealer as discussed in "Subscription and Sale," so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer.

Reasons For The Offer, Estimated Net Proceeds And Total Expenses 29.

	(i)	Reasons for the offer:	See Page 174 of the Offering Circular.
	(ii) Estimated net proceeds:		USD 1,000,000
	(iii)	Estimated total expenses	USD 4,000
30.		Operational Information
ISIN Code:			XS1082033660
Common Code:			108203366
Any clearing system(s) other than Euroclear Bank S.A./N.V. and Clearstream Banking Societe Anonyme and the relevant identification			Not applicable

$\tau_{\rm R}$

$number(s)$ :

Delivery:

$\mathbb{S}^{\mathbb{C}}$

Delivery free of payment

Names and addresses of additional Paying Agent(s) (if any):

Not applicable