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

Aug 14, 2014

) bank hapoallm

Head Office - Secretariat of the Bank 63 Yehuda Halevi St., Bank Hapoalim Bldg., Tel Aviv 65781 Tel: 03-5673800: Fax: 03-5674576

CORPORATE CERTIFICATE

I, the undersigned, Yoram Weissbrem, being the Secretary of Bank Hapoalim B.M. a corporation organized under the laws of the State of Israel (the "Bank"), and duly authorized to issue the present Certificate on its behalf, do hereby certify that the following is an excerpt from the minutes of a meeting of the Board of Management of the Bank duly held on the $7^th$ day of May, 2014, setting forth resolutions adopted with respect to the annual update of the GMTN Programme of Hapoalim International N.V. (the: "Company")

Resolved:

In connection with the annual update of the GMTN Programme (the "Programme") of the Company to authorize and recommend to the Transactions with Related Parties Committee and to the Board of Directors of the Bank to authorize the following:

• to approve the renewal of the Programme up to US\$2.5 billion with the $(i)$ full guarantee of the Bank;
• to approve the draft of the Offering Circular, which has been attached as $(ii)$ Exhibit A to the resolution, and which will be submitted for the approval of the FCA:
• to approve the execution of the following agreements by the Bank: $(iii)$
• the Dealer Agreement according to which the Bank serves, in addition to Bank Hapoalim (Switzerland) Ltd., as a dealer of the notes of the Company;
• the Guaranty to all of the obligations of the Company according to the Programme, including the obligations to the noteholders; and
• the Issue and Paying Agency Agreement which sets forth the methods of payments to the noteholders.
• to authorize the Head of the Financial Markets department to approve $(iv)$ revisions and changes to the draft Offering Circular and revisions and changes to the final Offering Circular, as may required.
• taking all actions required and the execution of all of the documents $(v)$ which may be required for the annual update of the Programme, including for the purpose of submission of the application to register the notes in the Main List of the London Stock Exchange (Official List) and

registration of the notes for trade with the Professional Securities Market of the London Stock Exchange ((LSE); and

to approve the granting of an indemnity, in accordance with the $(vi)$ applicable provisions of the Corporations Law (5759-1999) and the conditions generally applicable in the Bank for such purposes, to Catherine Lemaitre, who was appointed by the Bank as a director of the Company.

I have hereunto subscribed my name this $\frac{1}{4}$ day of May, 2014. $\chi$ Yordan Weissbrem Secretary of Bank Hapoalim B.M

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