Board of Directors as at 31 December 2004 Bank Leumi (UK) plc
Transcription
Board of Directors as at 31 December 2004 Bank Leumi (UK) plc
Bank Leumi (UK) plc and subsidiaries Board of Directors as at 31 December 2004 Eitan Raff – Chairman Sir Bernard Schreier – Deputy Chairman **#~# Baruch Lederman – Managing Director & Chief Executive Officer **~ John Daly **~ Jeffrey M. Greenwood *# Robert Glatter *~ David R. Meller ** Walter K. Goldsmith *~ Siegfried R. Ramseyer *~ Baroness Susan A. Greenfield ** Eric H. Senat ** Dr Ehud Shapira Company Secretary Naomi Hillel * Members of the Audit & Remuneration Committee ~ Members of the Credit Committee ** Members of the Executive Committee # Committee Chairman Bank Leumi (UK) plc Executive Management Baruch Lederman Managing Director & Chief Executive Officer Collin E. Cumberland Deputy General Manager Head of Commercial & Corporate Banking Lesley J. Secretan Deputy General Manager Head of Finance & Operations Internal Audit, Compliance & Risk Management Gordon Cripps Head of Internal Audit Simon Rothberg Risk Control Manager & Compliance Oversight David Magee Money Laundering Reporting Officer Auditors: KPMG Audit Plc, One Canada Square, London E14 5AG Registered Office 20 Stratford Place London W1C 1BG Telephone 020 7907 8000 Facsimile 020 7907 8001 Bank Leumi (UK) plc registered in England. Registration No. 640370. Authorised & Regulated by The Financial Services Authority. 1 Bank Leumi (UK) plc and subsidiaries Chairman’s Statement I am pleased to present the report for 2004 and to say that the Bank Leumi (UK) Group’s financial statements reflect a satisfactory performance for the year. We continue with our policy of “Relationship Banking”. Our aim is to provide all of our customers with the highest quality service and this policy continues to drive our achievements in the marketplace. In line with the strategic decision of the Bank Leumi Group to grow by acquisition, I am pleased to say that during the latter part of 2004, after much effort made by the management, an agreement was completed under which Bank Leumi (UK) plc acquired Riggs Bank & Trust Company (Channel Islands) Limited, now called Leumi Bank & Trust Company (Channel Islands) Limited. The Bank also acquired certain customer business of the London operations of Riggs Bank N.A. Balance Sheet Customer growth in lending reflected an increase of 10% when compared to 2003. Lending to customers stood at £568 million compared to £516 million for the previous year. Eitan Raff Chairman Customer deposits greatly increased by 22% to £774 million compared to £636 million for 2003, an increase of £138 million. The increase in real terms is higher at approximately £158 million due to our diversified deposit base being affected by the strengthening of the pound against the US dollar causing a decline in the customer deposits by approximately £20 million. Our offshore subsidiary Bank Leumi (Jersey) Limited progressed during the year with increased deposits, its subsidiary Leumi Overseas Trust Corporation Limited also saw growth in business. The operations of Leumi Bank & Trust Company (Channel Islands) Limited will be amalgamated with these existing companies and will enhance the range of offshore and trust services giving a platform for further growth. Our Northern Office in Manchester progressed during 2004 contributing towards both the increase in lending to customers and the increase in customer deposits. During 2004 the level of debt securities increased and the inter-bank business reduced. Both of these items are primarily used for matching interest rate risk and liquidity purposes. Profitability The 2004 group profit on ordinary activities after taxation amounted to £9.2 million compared to £10.7 million for the previous year. The 2003 results include an exceptional item from the sale of shares representing 19.5% of Shore Capital plc. Excluding this gain the net group profit for 2003 would have amounted to £7.2million and therefore the net group profit for 2004 of £9.2 million reflects an increase of 28%. This represents a post-tax return on capital employed (excluding exceptional items) of 9.2% compared to 8.2% in 2003. Sir Bernard Schreier Deputy Chairman The group profit on ordinary activities before exceptional items and taxation amounted to £13.3 million compared to £10.4 million for 2003, an increase of 28%. This represents a pre-tax return on capital employed (excluding exceptional items) of 13.1% compared to 11.7% in 2003. Operating profit before provisions increased by 30% to £15.9 million. Total operating income reflected an increase of 11% to £27.6 million for 2004 compared to £24.8 million. Non-interest income grew by 17% to £12.4 million compared to £10.6 million for 2003. Non-interest income saw growth in all areas, mainly from profit participation income, lending fees and foreign exchange income. Net interest income increased by 8% compared to 2003 to £15.2 million, mainly due to increased volume in customer business We continue to carefully control all areas of expenditure. Total administrative expenses have reduced resulting in a level of £11 million compared to £11.8 million for 2003. 2 Baruch Lederman Managing Director & Chief Executive Officer Bank Leumi (UK) plc and subsidiaries Chairman’s Statement continued The Bank is conservative and has vigilant credit risk systems. The total bad and doubtful debt provision consists of specific and general provisions. The specific provision P & L charge for 2004 was increased to £2.6 million amounting to 0.46% of loans and advances to customers as at 31.12.2004 compared to £1.9 million for the previous year, 0.36% of loans and advances to customers as at 31.12.2003. It was considered prudent to retain the overall general provision at a level of £2.7 million. Corporate Governance Both the Board of Directors together with Management continue to promote and maintain a sound system of Corporate Governance in compliance with applicable regulatory requirements and annual reviews are conducted in all relevant areas. UK Economy UK GDP growth eased somewhat to 0.7% in the first quarter of 2004 from 1% in the fourth quarter of 2003, but output growth then picked up to 0.9% in the second quarter only to fall to 0.5% in the third quarter of 2004. The year-on-year GDP growth rate was 3.1% in the third quarter of 2004, significantly above the trend, but down from the 3.5% seen in the second quarter of the year. Galia Maor - President & CEO, Bank Leumi le-Israel B.M.; Dr. Ehud Shapira – Director, Senior Deputy CEO, Head of Corporate and International Banking, Bank Leumi le-Israel B.M. and Baruch Lederman – Managing Director & CEO, Bank Leumi (UK) plc The Government’s current target measure of inflation (CPI) rose from 1.1% in March 2004 to 1.6% in June as higher oil prices pushed up transport costs, before falling to 1.1% in September, but rising once again in December 2004 to 1.6%, well below the MPC target rate of 2%. The Government’s old target measure of inflation (RPIX, which excludes mortgage interest payments), for September stood at 1.9%, but increased to 2.5% in December which is in-line with the Government’s old target level. UK interest rates started the year at 3.75%, but by August 2004 rates had increased to 4.75% above the trend of GDP growth in the UK. Earlier strong increases in household borrowing and house prices were the main reasons cited for the increases, but the MPC have voted since to keep interest rates on hold following signs that consumer spending and house prices are cooling. Equity markets continued to show positive growth during 2004, the FTSE all share starting the year at 4477 growing by just over 7.5% to 4814 at the year end. Capital As the Bank is well capitalised for the level of business undertaken, the Directors are pleased to recommend the payment of a dividend totalling £4.5 million or approx 50% of the 2004 post-tax profit. The dividend amounts to 46 pence per share. Directors, Management and Staff I would like to welcome Mr. Baruch Lederman who took up the post of Managing Director & CEO of Bank Leumi (UK) plc midway through 2004. He has worked for the Bank Leumi Group for the past 21 years. He was the Head of the Commercial Banking Division in Israel. We welcome his knowledge and experience to the UK Group. I welcome the newly appointed Directors, Mrs. L. J. Secretan and Mr. C. E. Cumberland. They are both part of the Executive Management of the Bank and have extensive knowledge of the Bank. Mid 2004 saw Mr. Uzi Rosen, Managing Director & CEO leaving Bank Leumi (UK) plc in order to take up a new post in the Bank Leumi Group. He is now the President & CEO of Bank Leumi USA. I would like to thank him for his past contribution to the growth of Bank Leumi (UK) plc. At the end of September 2004 Mr. Maurice Shear, Deputy General Manager and part of the Executive Management of the Bank retired after many years service. I would like to thank him for his contribution mainly to the Private Banking and Treasury areas of the Bank. I would like to thank Sir Bernard Schreier, Deputy Chairman and all my fellow Directors for their co-operation and contribution during 2004. I would like to extend their thanks, together with my own, to the Management and Staff for their efforts and achievements over the past year. Eitan Raff Chairman of the Board of Directors 3 Bank Leumi (UK) plc and subsidiaries Relationship Banking ‘where the customer comes first’ At Bank Leumi the customer’s needs come first. We work to establish a genuine partnership. For trade with Israel: your ideal partner Given the attractive appeal of Israel as a trading partner, our multilingual Israeli Business Unit is ideally suited to handle any business connected with that country. Our domestic expertise, combined with the fact that we are a member of the Bank Leumi Group (the longest established bank in Israel), enables us to offer a service which combines a close understanding of the business cultures in both countries. Trade Finance Our Trade Finance team is renowned for its specialised knowledge and efficient service. The experienced staff have established our reputation as one of the best global trade finance units in London. Our services include letters of credit, trade bill discounting, trade debtor finance, financing of credit insured transactions and the provision of bank guarantees. Property Finance We specialise in all aspects of property business including investment, development and dealing in commercial and residential properties, for both UK and off-shore borrowers, with a preference for shorter term financing with the flexibility to meet individual requirements. Commercial Finance The Bank has an experienced team of account managers dedicated to providing a first class service to a wide range of commercial and corporate borrowers. As a result of our expertise and flexibility we are also able to meet the demands of the professional and financial sectors. Media Finance The approach of our Media financing unit is distinctive. It combines a deep understanding of the Television and Film production industry with the expertise necessary to tailor specific financing packages for customers operating in the sector. The unit has become a leading provider of tax based film production finance and they are widely considered experts in this area. Private Banking Our Private Banking Managers offer an advisory service for both the expert and the less sophisticated investment client whether personal or corporate. The client’s financial needs, objectives and attitude to risk are carefully assessed and it is only when these are fully understood that a particular strategy is recommended. The client’s dedicated Manager will then regularly review the client’s needs and requirements taking into account any changes and tailoring the investment strategy to ensure that their objectives continue to be successfully met. Private Banking provides an extensive choice of deposit and investment accounts together with foreign exchange and securities trading facilities and derivative instruments for hedging purposes. Working closely with our Treasury Department, we are also able to offer appropriately structured products to our worldwide investors, both large and small. In order to ensure that long-term investment strategies can remain in place, Private Banking is able to provide lending facilities secured against such investments to cover a variety of purposes including providing funds for unforeseen circumstances. 4 Bank Leumi (UK) plc and subsidiaries Relationship Banking continued Treasury, Foreign Exchange & Money Markets Our Dealing Room offers advice on foreign exchange, money market and derivative products and close liaison with our Account Managers allows us to evaluate the possible foreign exchange and interest rate risks inherent in a particular business. We can recommend protective action through basic spot and forward foreign exchange deals, foreign currency options, swaps and specially tailored transactions designed to offer guard against changes in both interest and currency exchange rates. Offshore Services Our wholly owned subsidiary, Bank Leumi (Jersey) Limited offers a specialist range of offshore banking services to both personal and corporate clients. As well as fixed term deposit accounts in all major currencies and attractive interest rates, Bank Leumi (Jersey) provides highly competitive dealing rates in foreign exchange and securities. We also provide credit facilities where suitable collateral is available. The Bank’s services in Jersey are further complemented by Leumi Overseas Trust Corporation Limited, which offers a comprehensive range of trust and international company services established and administered in a wide number of recognised jurisdictions. As of mid-February 2005 Bank Leumi purchased Riggs Bank & Trust Company (Channel Islands) Limited. The company immediately changed its name to Leumi Bank & Trust Company (Channel Islands) Limited. This purchase enables the Bank to provide additional offshore services mainly in the form of discretionary and advisory investment management services. 5 Bank Leumi (UK) plc and subsidiaries Report of the Directors The Directors present their Report and the Accounts of Bank Leumi (UK) plc for the year ended 31 December 2004. Activities The Bank and its subsidiary undertakings are engaged in the business of banking and related financial services. A review of the business is given in the Chairman's Statement on pages 2-3. Results and Dividend The results for the year are set out on page 7. The Board of Directors is pleased to recommend the payment of a dividend totalling £4.5 million or 50% of post-tax profit equating to 46 pence per share (2003: 107 pence) to be paid on 26 April 2005. Board of Directors The present Directors are listed on page 1. The Directors retiring in rotation in accordance with the Company’s Articles are Mr. J. M. Greenwood, Mr. E. Raff and Dr. E. Shapira. Mr. E. Raff and Dr. E. Shapira, both of whom are eligible, offer themselves for re-election. Mr. B. Lederman who was appointed in June 2004 retires in accordance with the Company’s Articles and is offering himself for re-election. Mrs. L. J. Secretan and Mr. C. E. Cumberland who were appointed in February 2005 retire in accordance with the Company’s Articles and are offering themselves for re-election. Mr. U. Rosen retired from the Board in June 2004. There are no directors’ service contracts in existence for the Directors proposed for re-election. During the year the Bank provided cover for its directors and officers under directors’ and officers’ liability insurance policies. Directors’ Interests No Directors held shares in the Bank during the year. Statement of Directors’ Responsibilities Company Law requires the Directors to prepare, for each financial year, financial statements which give a true and fair view of the state of affairs of the Bank and the Group and of the profit or loss of the Group for that period. In preparing those financial statements the Directors are required to: – select suitable accounting policies and then apply them consistently; – make judgements and estimates that are reasonable and prudent; – state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; and – prepare the financial statements on a going-concern basis, unless it is inappropriate to presume that the Bank and the Group will continue in business. The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the Bank and the Group and which enable them to ensure that the financial statements comply 6 with the Companies Act 1985. They are also responsible for safeguarding the assets of the Bank and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Creditor Payment Policy The Bank’s policy is to agree terms of payment with suppliers and these normally provide for payment within 30 days after the date of the invoice except where other arrangements have been negotiated. It is the policy of the Bank to abide by the agreed terms of payment provided the supplier performs according to the terms of the contract. To comply with the provision of paragraph 12(3) of part VI of schedule 7 to the Companies Act 1985, the figure for trade creditor days as at 31 December 2004 is 30 (2003: 21). Share and Loan Capital As at 31 December 2004 Bank Leumi le-Israel B.M. Group held 99.71% of the issued share capital. Employees The average number of persons employed by the Bank (including contract staff) in each week during the year was 118 (2003: 117) and the aggregate remuneration paid to all such persons amounted to £5,222,900 (2003: £5,046,640). Charitable and Political Donations Charitable donations during the year amounted to £12,185 (2003: £9,503). There were no political donations. Auditors KPMG Audit Plc have indicated their willingness to continue in office and a resolution to reappoint them, and to authorise the Directors to determine their remuneration will be submitted to the Annual General Meeting. Events after the Date of Accounts On 27 January 2005 the Bank and Riggs National Corporation signed an agreement under which the Bank acquired Riggs Bank & Trust Company (Channel Islands) Limited (“Riggs Channel Islands”), for the consideration of some $25 million. In addition Bank Leumi UK plc also acquired for consideration of some $12 million certain private banking activities of the London operations of Riggs Bank N.A., the parent company of Riggs Channel Islands. The acquisition is consistent with the strategy of the Leumi Group, to significantly expand its international activities. The operations of Riggs Channel Islands will be amalgamated with the Bank’s existing activities in Jersey and will expand its customer deposit, investment and loan portfolios as well as trust activity. This acquisition will enhance the Bank’s range of offshore and trust services and provide a platform for further growth. The purchase had received the approval of the Board of Directors of both the Bank and Riggs Bank N.A., as well as the regulatory authorities in Jersey and in Israel. The transaction was concluded on 11 February 2005. By Order of the Board Naomi Hillel, Company Secretary. 21 February 2005 20, Stratford Place, London W1C 1BG. Bank Leumi (UK) plc and subsidiaries Consolidated Profit and Loss Account for the year ended 31 December 2004 2004 £000’s 2003 £000’s 3,998 32,183 ———— 36,181 (20,935) ———— 15,246 3,987 25,843 ———— 29,830 (15,648) ———— 14,182 Non interest income 8,580 2,693 1,133 ———— 12,406 8,118 2,346 132 ———— 10,596 Operating income 27,652 24,778 (11,019) 48 ———— (10,971) (739) (10,311) (1,439) ———— (11,750) (796) 15,942 12,232 (2,619) (1,858) 13,323 10,374 2 – 13,323 4,842 15,216 Tax on Group profit on ordinary activities 6 (4,173) – ———— (4,173) (3,206) (1,339) ———— (4,545) Group profit on ordinary activities after taxation 7 9,150 10,671 (4,546) ———— (10,575) ———— Notes Interest receivable on debt securities Other interest receivable Total interest receivable Less: interest payable Net interest income Fees and commission receivable Dealing profits Other operating income 28 Administrative expenses Exceptional administrative expenses Total administrative expenses Depreciation and amortisation 3 16 Operating profit before provisions Total provisions for bad and doubtful debts 12 Operating profit on ordinary activities before exceptional items and taxation Exceptional items – Disposals of investment securities Operating profit on ordinary activities before taxation Tax on Group profit on ordinary activities before exceptional items Tax on exceptional items Proposed dividend Retained profit for the year 23 4,604 96 ———— ———— All items dealt with in arriving at operating profit for 2004 and 2003 relate to continuing operations. The only recognised gains and losses for the period relate to the profit for the financial year. A note of historical cost profits and losses has not been provided on the grounds that the Directors do not consider that there is a difference between historical cost profits and those disclosed in the profit and loss account. The notes on pages 10 to 31 form an integral part of the accounts. 7 Bank Leumi (UK) plc and subsidiaries Balance Sheet as at 31 December 2004 Group Notes Bank 2004 £000’s 2003 £000’s 2004 £000’s 2003 £000’s 2 6 2 6 Assets Cash and balances at central banks Loans and advances to banks 10 179,954 181,243 179,268 180,834 Loans and advances to customers 11 567,909 515,997 567,909 515,997 Debt securities 13 190,341 148,059 185,500 144,030 Equity shares 14 – 2 – 2 Shares in group undertakings 15 – – 2,510 2,510 Tangible fixed assets 16 3,002 3,453 3,002 3,453 Other assets 17 3,591 5,568 3,347 5,401 2,231 ———— 947,030 ———— 1,972 ———— 856,300 ———— 2,231 ———— 943,769 ———— 1,972 ———— 854,205 ———— Prepayments and accrued income Total assets 9 Liabilities Deposits by banks 18 48,530 91,682 48,332 91,520 Customer deposits 19 774,000 636,136 773,448 636,462 Other liabilities 20 11,983 20,153 11,740 19,869 1,723 1,958 1,723 1,958 Accruals and deferred income Provision for commitment and charges 20 219 400 219 400 Subordinated liabilities 21 4,829 ———— 841,284 ———— 4,829 ———— 755,158 ———— 4,829 ———— 840,291 ———— 4,829 ———— 755,038 ———— 22 9,884 9,884 9,884 9,884 Share premium account 18,176 18,176 18,176 18,176 Profit and loss account 77,686 73,082 75,418 71,107 95,862 ———— 91,258 ———— 93,594 ———— 89,283 ———— 105,746 ———— 947,030 ———— 101,142 ———— 856,300 ———— 103,478 ———— 943,769 ———— 99,167 ———— 854,205 ———— Shareholders’ Funds Called up share capital Total Reserves 8 Equity shareholders’ funds 23 Total liabilities and shareholders’ funds 9 Bank Leumi (UK) plc and subsidiaries Balance Sheet as at 31 December 2004 continued Memorandum Items Group Bank 2004 £000’s 2003 £000’s 2004 £000’s 2003 £000’s 5,185 29,768 24,516 ———— 59,469 ———— 4,805 38,519 27,009 ———— 70,333 ———— 5,185 29,768 24,516 ———— 59,469 ———— 4,805 38,519 27,009 ———— 70,333 ———— 219,518 247,631 219,518 247,631 Notes Contingent liabilities Acceptances and endorsements Guarantees Other contingent liabilities 24 Commitments Lending commitments 24 E. Raff, Chairman. J.M. Greenwood, Director and Chairman of the Audit Committee. B. Lederman, Managing Director and Chief Executive Officer. 21 February 2005 The notes on pages 10 to 31 form an integral part of the accounts. 9 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts 1. Accounting Policies a. Basis of Accounts The accounts have been prepared under the historical cost convention and in accordance with the special provisions of Part VII of the Companies Act 1985 applicable to banking groups. The accounts have been prepared in accordance with applicable accounting standards of the Accounting Standards Board (ASB), pronouncements of the Urgent Issues Task Force (UITF) and with the Statements of Recommended Accounting Practice (SORP) issued by the British Bankers Association. b. Basis of Consolidation The consolidated accounts include the assets, liabilities and results, of all subsidiary undertakings, up to 31 December 2004. c. Foreign Currency Translation Assets and liabilities in foreign currencies are expressed at the rates of exchange ruling at the close of business on the balance sheet date and any difference is taken to the profit and loss account. d. General Provisions Specific provisions are made against loans and advances when, in the opinion of the Directors, credit risks or political factors make recovery doubtful. The level of provision for each loan identified as impaired is based on an estimate of the likely future recoverable amount, taking into account the level of security held, reliability of information and other relevant factors. General provisions augment specific provisions and provide cover for loans which are impaired at the balance sheet date but which will not be identified as such until some time in the future. Bank Leumi maintains a general provision which is determined taking into account the structure and risk characteristics of the loan portfolio. Historical levels of latent risk are regularly reviewed to determine that the level of general provisioning continues to be appropriate. General provisions are deducted from loans and advances to customers in the balance sheet. Provided that there is a realistic prospect of interest being paid at some future date, interest on non-performing loans is charged to the customer’s account. However, the interest is not credited to the profit and loss account but to an interest suspense account in the balance sheet which is netted against the relevant loan. On receipt of cash (other than from the realisation of security), suspended interest is recovered and 10 taken to the profit and loss account. Amounts received from the realisation of security are applied to the repayment of outstanding indebtedness, with any surplus used to recover any specific provisions and then suspended interest. e. Debt Securities and Equity Shares Shares and securities intended for use on a continuing basis in the Group’s activities are classified as investment securities. Such shares and securities are stated at cost less provision for any permanent diminution in value. The cost of investment securities is adjusted for the amortisation of premiums and discounts on a straight line basis. The amortisation of premiums and discounts is included in interest income. Securities held for trading purposes are valued at their bid market value at the balance sheet date. Securities maintained for the purpose of hedging are carried at a value which reflects the accounting treatment of the items hedged. f. Fixed Assets Fixed assets are stated in the balance sheet at cost, less amounts written off. Depreciation is provided on a straight-line basis over the estimated useful lives of the assets as follows: Short leasehold buildings Computers Fixtures, fittings and furnishings unexpired period 3-6 years 5 years g. Operating Leases Rentals payable and receivable under operating leases are accounted for on the straight-line basis over the periods of the leases and are included in Administrative expenses. The empty property provision relates to discounted future costs associated with vacant and sub-let short leasehold properties. h. Pensions The pension cost, relating to the provision of employee pensions, is assessed in accordance with the advice of qualified actuaries so as to recognise the cost of pensions on a systematic basis over employees’ service lives. i. Taxation The charge for taxation is based on the profit for the year, amended for permanent differences between the treatment of certain items for tax and accounting purposes. Deferred tax is fully provided (in accordance with FRS 19) on timing differences using tax rates which are expected to apply on crystallisation of the timing differences. Deferred tax assets are recognised to the extent they are more likely than not to be recovered. Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued j. Income Recognition l. Cashflow Interest income is recognised in the profit and loss account as it accrues, except in the case of doubtful debts (Note1 (d)). Under FRS1 the Bank is exempt from the requirement to prepare a cash flow statement on the grounds that a parent undertaking includes the Bank in its own published consolidated financial statements. Fee and commission income is accounted for in the period when receivable, except where it is charged to cover the costs of a continuing service to, or risk borne for, the customer, or is interest in nature. In these cases, it is recognised on an appropriate basis over the relevant period. 2. Group Profit on Ordinary Activities before Tax k. Derivatives Transactions are undertaken in derivative financial instruments, “derivatives” which include forward foreign exchange contracts, interest rate swaps, cross-currency swaps, foreign exchange options and similar instruments, for trading and non-trading purposes. Derivatives sold to customers are classified as trading. In order to reduce the risk of these instruments, the Bank’s policy is to cover all open positions by purchasing matching derivatives in the market. The positive fair values of the purchased derivatives represent a counterparty risk which is monitored regularly and added to the counterparty total exposure. Gains and losses are taken directly to the profit and loss account and reported within “Dealing Profits”. Derivatives classified as non-trading are those entered into for the purpose of matching or eliminating risk from potential movements in foreign exchange rates, interest rates, and equity prices inherent in the Group’s non-trading assets, liabilities and positions. Non-trading assets, liabilities and positions are those intended for use on a continuing basis. A derivative is designated as non-trading where there is an offset between the effects of potential movements in market rates on the derivative and designated non-trading asset, liability or position being hedged. Non-trading derivatives are reviewed regularly for their effectiveness as hedges and are accounted for on an accruals basis, consistent with the assets, liabilities, or positions being hedged. Income and expense on non-trading derivatives are recognised as they accrue over the life of the instruments as an adjustment to “Interest receivable” or “Interest payable”. Where a non-trading derivative no longer represents a hedge because either the underlying non-trading asset, liability or position has been derecognised, or transferred into a trading portfolio, or the effectiveness of the hedge has been undermined, it is restated at fair value and any change in value is taken directly to the profit and loss account and reported within “Other operating income”. Thereafter the derivative is classified as trading or redesignated as a hedge of a non-trading item and accounted for accordingly. 2004 £000’s 2003 £000’s 3,917 3,850 96 4,842 258 6 739 218 10 796 738 611 Group Profit on ordinary activities before tax is stated after: (i) Crediting: Income from listed investments Profits less losses on disposal of investment securities (ii) Charging: Charges incurred with respect to subordinated liabilities Hire of computers and equipment Depreciation Rentals paid on premises under operating leases, net of rental income of £53,000 (2003: £185,000) The auditors’ remuneration was £159,500 (2003: £141,392) of which £135,000 (2003: £114,500) related to the bank. The auditors’ remuneration for non-audit work for Bank Leumi (UK) plc and its UK subsidiary undertakings was £16,150 (2003: £118,500). 3. Administrative Expenses Staff Costs • wages and salaries • social security costs • pension costs • other administrative expenses Exceptional pension costs Empty premises provision Acquisition Expenses 2004 £000’s 2003 £000’s 5,484 627 483 4,425 ——— 11,019 5,047 539 405 4,320 ——— 10,311 – (181) 133 ——— (48) ——— 514 400 525 ——— 1,439 ——— 11 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 4. Directors’ Emoluments and Loans The aggregate emoluments of the Directors of the Bank were: 2004 £ 2003 £ Aggregate emoluments Of which: Sums paid to Bank Leumi le-Israel B.M. in respect of Directors’ fees 647,381 560,851 15,450 16,550 The highest paid Director 227,972 328,697 The highest paid Director received the above sum in salary and benefits such as expatriate accommodation in the UK and social expenses in the UK and Israel plus tax on these benefits. The Bank paid pension contributions of £4,056 in respect of the highest paid Director (2003: £5,878). No pension contributions were paid by the Bank in respect of other Directors (2003: £Nil). The aggregate amount of loans to Directors outstanding as at 31 December 2004 amounted to £6,938 relating to 1 director (2003: £6,135 – 1 director). None of the Directors had a material interest, directly, or indirectly, at any time during the year in any other significant contract, transaction or arrangement with the bank or its subsidiary undertakings. 5. Employees The average number of persons employed by the Group during the year was made up as follows: Managers Clerical Staff Others 2004 2003 25 91 2 ——— 118 ——— 24 91 2 ——— 117 ——— 2004 £000’s 2003 £000’s 3,792 73 60 ——— 3,925 ——— 4,604 63 – ——— 4,667 ——— 248 ——— 248 ——— 4,173 (122) ——— (122) ——— 4,545 2004 £000’s 2003 £000’s 13,323 3,997 15,216 4,565 (37) 44 – (150) 11 60 ——— 3,925 ——— (28) 30 (113) (90) 303 – ——— 4,667 ——— 6. Tax on Group Profit on Ordinary Activities (a) Analysis of charge in period UK Corporation tax on profits of the period Foreign Tax Prior Year Tax Total current tax Deferred Tax Timing differences Total deferred tax (note 17) Tax on profit on ordinary activities (b) Factors affecting tax charge period The tax assessed for the period is lower than the standard rate of Corporation tax (30%). The differences are explained below: Profit on ordinary activities before tax Corporation Tax (30%) Effects of: Foreign Tax Capital allowances in excess of depreciation Sale of Shore Capital Pension provision Expenses not deductible for tax Prior Year Tax Current Tax charge for period 12 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 6. Tax on Group Profit on Ordinary Activities – continued (c) Factors that may affect future tax charges The Group expects to claim Capital Allowances below depreciation charge, which will increase the tax charge. No deferred tax is recognised on the unremitted earnings of overseas subsidiaries. As the earnings are re-invested overseas no tax is expected to be payable on them in the foreseeable future. 7. Group Profit dealt with in the Accounts of Bank Leumi (UK) plc As permitted by Section 230 of the Companies Act 1985 the profit and loss account for Bank Leumi (UK) plc has not been presented separately and the profit dealt with in the financial statements is £8,857,000 compared to £10,500,000 in 2003, a decrease of 15.6%. Excluding the exceptional gain from the sale of Shore Capital shares in 2003 the profit dealt with in the financial statements for Bank Leumi (UK) plc reflects an increase of 27%. 8. Related Party Transactions In the normal course of the Bank’s business, transactions are undertaken with its parent and sister companies which are regarded as related parties. A list of parent and sister companies is shown on the last page of this report under the heading ‘The Bank Leumi le-Israel Group International Addresses’. The transactions with these companies are undertaken on an arm's length basis and are mainly short term treasury loans and deposits within the Bank Leumi Group. Bank Leumi (UK) plc acts as the sterling Treasurer for certain European subsidiaries of Bank Leumi le-Israel B.M. The total of such related party transactions included in the balance sheet under the following headings are: Assets Loans and advances to banks Debt securities Liabilities Deposits by banks Deposits by customers Memorandum items Other contingent liabilities 2004 £000’s 2003 £000’s 2,870 2,122 4,313 6,342 23,870 9,868 42,939 6,268 7,539 5,349 417 – In respect of foreign exchange, interest rate and equity related contracts, group company related party transactions are as follows: Forward foreign exchange contracts 9. Currency Analysis of Assets and Liabilities Assets Denominated in sterling Denominated in currencies other than sterling Total Assets Liabilities Denominated in sterling Denominated in currencies other than sterling Total Liabilities 2004 £000’s Group Bank 2003 £000’s 2004 £000’s 506,254 440,776 ———— 947,030 ———— 483,659 372,641 ———— 856,300 ———— 503,232 440,537 ———— 943,769 ———— 481,564 372,641 ———— 854,205 ———— 558,018 389,012 ———— 947,030 ———— 489,788 366,512 ———— 856,300 ———— 554,996 388,773 ———— 943,769 ———— 487,693 366,512 ———— 854,205 ———— 2003 £000’s 13 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 10. Loans and Advances to Banks 2004 £000’s Repayable on demand Remaining maturity of other loans and advances • 5 years or less but over 1 year • 1 year or less but over 3 months • 3 months or less Group Bank 2003 £000’s 2004 £000’s 3,509 3,855 2,823 3,446 – 2,338 174,107 ———— 179,954 ———— – 2,419 174,969 ———— 181,243 ———— – 2,338 174,107 ———— 179,268 ———— – 2,419 174,969 ———— 180,834 ———— 2003 £000’s 11. Loans and Advances to Customers Analysed by remaining maturity: • • • • 5 years or less but over 1 year 1 year or less but over 3 months 3 months or less excluding repayable on demand repayable on demand General and specific bad and doubtful debt provisions Analysed by industrial sector (net of specific bad debt provision): Property Commerce Industry Other services Hotels Other Less general provision 2004 £000’s Group Bank 2003 £000’s 2004 £000’s 17,106 78,702 351,065 126,241 9,026 64,566 330,341 119,506 17,106 78,702 351,065 126,241 9,026 64,566 330,341 119,506 (5,205) ———— 567,909 ———— (7,442) ———— 515,997 ———— (5,205) ———— 567,909 ———— (7,442) ———— 515,997 ———— 2004 £000’s 178,017 110,597 30,389 113,945 99,254 38,407 ———— 570,609 (2,700) ———— 567,909 ———— Group 2003 £000’s 2004 £000’s 171,128 100,036 33,032 113,664 63,021 37,816 ———— 518,697 (2,700) ———— 515,997 ———— 178,017 110,597 30,389 113,945 99,254 38,407 ———— 570,609 (2,700) ———— 567,909 ———— Bank 2003 £000’s 2003 £000’s 171,128 100,036 33,032 113,664 63,021 37,816 ———— 518,697 (2,700) ———— 515,997 ———— Of the total amount outstanding to the largest industrial sector, property, £30.3 million (2003: £27.7 million) was covered by cash or bank guarantees. 14 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 12. Provisions for Bad and Doubtful Debts Group and Bank At 1 January Charge against profits (net of recoveries) Recoveries Amount written off FX Difference At 31 December Specific £000’s 2004 General £000’s Total £000’s Specific £000’s 2003 General £000’s Total £000’s 4,742 2,700 7,442 4,559 2,700 7,259 2,619 110 – – 2,619 110 1,858 214 – – 1,858 214 (4,781) (185) ———— 2,505 ———— – – ———— 2,700 ———— (4,781) (185) ———— 5,205 ———— (1,703) (186) ———— 4,742 ———— – – ———— 2,700 ———— (1,703) (186) ———— 7,442 ———— The provisions for bad and doubtful debts detailed above all relate to loans and advances to customers. As at 31 December 2004 no loans had interest suspended (31 December 2003: £Nil). 13. Debt Securities Trading Securities Issued by: • Government • Banks & Building Societies • Other • Total trading securities Investment securities Issued by: • Government • Banks & Building Societies • Other Total investment securities Total debt securities Debt securities Due within one year Due one year and over Total debt securities Group 2004 2003 Balance Market Balance Market Sheet Value Sheet Value £000’s £000’s £000’s £000’s Bank 2004 2003 Balance Market Balance Market Sheet Value Sheet Value £000’s £000’s £000’s £000’s 6,249 6,249 – – 4,381 4,381 6,342 6,342 17,137 17,137 – – ——— ——— ——— ——— 27,767 27,767 6,342 6,342 6,249 6,249 – – 4,381 4,381 6,342 6,342 17,137 17,137 – – ——— ——— ——— ——— 27,767 27,767 6,342 6,342 7,071 135,265 20,238 ——— 162,574 ——— 190,341 ——— 7,080 135,248 20,223 ——— 162,551 ——— 190,318 ——— 7,067 117,371 17,468 ——— 141,906 ——— 148,248 ——— 7,071 130,425 20,237 ——— 157,733 ——— 185,500 ——— 7,080 130,406 20,223 ——— 157,709 ——— 185,476 ——— 117,570 72,771 ——— 190,341 ——— 117,544 58,305 58,354 72,774 89,754 89,894 ——— ——— ——— 190,318 148,059 148,248 ——— ——— ——— 117,570 67,930 ——— 185,500 ——— 117,544 54,276 54,325 67,932 89,754 89,894 ——— ——— ——— 185,476 144,030 144,219 ——— ——— ——— 7,057 117,228 17,432 ——— 141,717 ——— 148,059 ——— 7,057 113,199 17,432 ——— 137,688 ——— 144,030 ——— 7,067 113,342 17,468 ——— 137,877 ——— 144,219 ——— All debt securities are listed on recognised exchanges. 15 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 13. Debt Securities – continued Investment Securities Group: As at 1 January 2004: Cost Premium Subtotal Exchange adjustments Acquisitions: Redemptions and Disposals: Cost/Premium Cost/Premium Total Of which at 31 December 2004: Cost Premium Total Investment Securities Bank: As at 1 January 2004: Cost Premium Subtotal Exchange adjustments Acquisitions: Redemptions and Disposals: Cost/Premium Cost/Premium Total Of which at 31 December 2004: Cost Premium Total Government £000’s Banks & Building Societies £000’s Other £000’s Total £000’s 7,067 (10) 116,933 295 17,416 16 141,416 301 7,057 117,228 17,432 141,717 14 – – ——— 7,071 ——— 7,079 (8) ——— 7,071 ——— (638) 82,510 (63,835) ——— 135,265 ——— 135,159 106 ——— 135,265 ——— (444) 8,829 (5,579) ——— 20,238 ——— 20,078 160 ——— 20,238 ——— (1,068) 91,339 (69,414) ——— 162,574 ——— 162,316 258 ——— 162,574 ——— 7,067 (10) 112,904 295 17,416 16 137,387 301 7,057 113,199 17,432 137,688 14 – – ——— 7,071 ——— 7,079 (8) ——— 7,071 ——— (638) 77,671 (59,807) ——— 130,425 ——— 130,321 104 ——— 130,425 ——— (444) 8,829 (5,580) ——— 20,237 ——— 20,077 160 ——— 20,237 ——— (1,068) 86,500 (65,387) ——— 157,733 ——— 157,477 256 ——— 157,733 ——— 14. Equity Shares 2004 £000’s Trading securities – ——— – ——— 2004 £000’s Quoted 16 – ——— Group 2003 £000’s 2004 £000’s 2 ——— 2 ——— – ——— – ——— Group 2003 £000’s 2004 £000’s 2 ——— – ——— Bank 2003 £000’s 2 ——— 2 ——— Bank 2003 £000’s 2 ——— Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 15. Shares in Group Undertakings The group undertakings below, all operate in Great Britain and are registered in England (unless otherwise shown). Name AIB Nominees Ltd. AIB Trustees Ltd. Apak Finance & Trading Co. Ltd. Apak Offshore Ltd. (Resident and registered in Jersey) Bank Leumi (Jersey) Ltd. (Resident and registered in Jersey) Leumi Overseas Trust Corporation Ltd. (Resident and registered in Jersey) Activity Nominee Trustee for the Retirement Benefit Scheme Investment ++ Investment +++ Banking Services ++ % Held 100% 100% 100% 100% 100% Trust and company administration * * ++ Bank Leumi (Jersey) Ltd holds 100% of the share capital of Leumi Overseas Trust Corporation Ltd. Book value of the investment in Apak Finance & Trading Co. Ltd. and Bank Leumi (Jersey) Ltd. are £10,000 and £2,500,000 respectively. +++ Apak Finance & Trading Co. Ltd. holds 100% of the share capital of Apak Offshore Ltd. 16. Tangible Fixed Assets Group and Bank: Cost At 1 January 2004 Additions Disposals At 31 December 2004 Accumulated depreciation and amortisation At 1 January 2004 Additions Disposals Charge for year At 31 December 2004 Net book value at 31 December 2004 Net book value at 31 December 2003 Leases of less than 50 years unexpired £000’s Computer and other equipment £000’s Total £000’s 1,997 – – ——— 1,997 ——— 4,787 288 – ——— 5,075 ——— 6,784 288 – ——— 7,072 ——— 394 – – 100 ——— 494 ——— 2,937 – – 639 ——— 3,576 ——— 3,331 – – 739 ——— 4,070 ——— 1,503 ——— 1,499 ——— 3,002 ——— 1,603 ——— 1,850 ——— 3,453 ——— The above leasehold properties are occupied by the bank for its operations. 17 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 17. Other Assets 2004 £000’s Trading Derivatives – Fair Value (note 28) Assets awaiting settlement Deferred taxation* *Deferred Taxation Group and Bank At 1 January brought forward Deferred Tax – Capital Allowances Deferred Tax – General Provision Deferred Tax – Empty Premises Provision Deferred Tax Asset brought forward Credit/(Charge) to profit (note 6) At 31 December carried forward Deferred Tax – Capital Allowances Deferred Tax – General Provision Deferred Tax – Empty Premises Provision Deferred Tax – Pension Prepayment Deferred Tax Asset carried forward 2,610 709 272 ———— 3,591 ———— 2004 £000’s Group 2003 £000’s 2004 £000’s 4,647 401 520 ———— 5,568 ———— 2,610 465 272 ———— 3,347 ———— Group 2003 £000’s 2004 £000’s Bank 2003 £000’s 4,647 234 520 ———— 5,401 ———— Bank 2003 £000’s (410) (412) (364) (412) 810 810 810 810 120 – 66 – ———————————————————————— 520 398 520 398 (248) 122 (248) 122 ———————————————————————— (364) (410) (364) (410) 810 810 810 810 66 120 66 120 (240) – (240) – ———————————————————————— 272 520 272 520 ———————————————————————— 18. Deposits by Banks 2004 £000’s Repayable on demand With agreed maturity dates or periods of notice, by remaining maturity: • 5 years or less but over 1 year • 1 year or less but over 3 months • 3 months or less 18 Group Bank 2003 £000’s 2004 £000’s 12,809 2,445 12,611 2,283 – 2,329 33,392 ———— 48,530 ———— 345 6,661 82,231 ———— 91,682 ———— – 2,329 33,392 ———— 48,332 ———— 345 6,661 82,231 ———— 91,520 ———— 2003 £000’s Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 19. Customer Deposits 2004 £000’s Repayable on demand With agreed maturity dates or periods of notice, by remaining maturity: • 5 years or less but over 1 year • 1 year or less but over 3 months • 3 months or less Amounts include: Due to subsidiary undertakings Group Bank 2003 £000’s 2004 £000’s 123,576 107,392 123,175 107,718 9,731 165,371 475,322 ———— 774,000 ———— 10,821 96,969 420,954 ———— 636,136 ———— 9,731 165,371 475,171 ———— 773,448 ———— 10,821 96,969 420,954 ———— 636,462 ———— 135,791 ———— 98,748 ———— 2003 £000’s 20(a). Other Liabilities 2004 £000’s Taxation Trading Derivatives – Fair value (note 28) Liabilities awaiting settlement Proposed dividend 2,090 2,610 2,737 4,546 ———— 11,983 ———— Group 2003 £000’s 2004 £000’s 2,611 4,647 2,320 10,575 ———— 20,153 ———— 1,957 2,610 2,627 4,546 ———— 11,740 ———— Bank 2003 £000’s 2,471 4,647 2,176 10,575 ———— 19,869 ———— 20(b). Provision for Commitment and Charges 2004 £000’s Empty property provision 21. Subordinated Liabilities – Group and Bank Loan note 1 Loan note 2 Group Bank 2003 £000’s 2004 £000’s 219 400 219 400 2004 £000’s Rate of Interest 2003 £000’s Rate of Interest 3,579 1,250 ———— 4,829 5.667% 5.542% ———— 3,579 1,250 ———— 4,829 4.905% 4.780% ———— 2003 £000’s The subordinated sterling loan notes, all of which are issued by the Bank to the Parent company are callable upon the interest payment date next following the expiration of five years and one day after notice of redemption is given by the holder. The rates of interest are fixed at six monthly intervals. The rights of the subordinated loan holders are subordinated to the claims of all other creditors of the Bank. 19 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 22. Share Capital 2004 £000’s Equity Share Capital Authorised share capital: Ord. shares of £1 Issued share capital: Ord. shares £1 fully paid Group Bank 2003 £000’s 2004 £000’s 20,000 ———— 20,000 ———— 20,000 ———— 20,000 ———— 9,884 ———— 9,884 ———— 9,884 ———— 9,884 ———— Profit and loss Account 2003 £000’s 2003 £000’s 23. Reconciliation of Movements in Shareholders’ Funds Group At the beginning of the year Retained profit for the year At the end of the year Share Capital Profit and loss Account 2004 £000’s Share Capital 2004 £000’s Share Premium Account 2004 £000’s 2003 £000’s Share Premium Account 2003 £000’s 9,884 – ———— 9,884 ———— 18,176 – ———— 18,176 ———— 73,082 4,604 ———— 77,686 ———— 9,884 – ———— 9,884 ———— 18,176 – ———— 18,176 ———— 72,986 96 ———— 73,082 ———— Profit and loss Account 2003 £000’s Total Equity shareholders’ funds as at 31 December 2004 was £105,746,000. Bank At the beginning of the year Retained profit/(loss) for the year At the end of the year Share Capital Profit and loss Account 2004 £000’s Share Capital 2004 £000’s Share Premium Account 2004 £000’s 2003 £000’s Share Premium Account 2003 £000’s 9,884 18,176 71,107 9,884 18,176 71,182 – ———— 9,884 ———— – ———— 18,176 ———— 4,311 ———— 75,418 ———— – ———— 9,884 ———— – ———— 18,176 ———— (75) ———— 71,107 ———— Total Equity shareholders’ funds as at 31 December 2004 was £103,478,000. Closing shareholders’ funds for the Bank includes retained profits of £75,418,000. When assessing the amount of distributable profits, the directors recognise that a pension prepayment of £800,000 will be charged gradually to the profit and loss account in future years. 20 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 24. Memorandum Items The table below gives, for the Group and the Bank, the notional principal amounts, credit equivalent amounts and risk weight of off-balance sheet transactions. The notional principal amounts indicate the volume of business outstanding at the balance sheet date and do not represent amounts at risk. The credit equivalent and risk weighted amounts have been calculated in accordance with the Financial Services Authority’s guidelines implementing the EC Solvency Directive. GROUP CONTINGENT LIABILITIES Acceptances Guarantees Documentary credits & short term trade related transactions COMMITMENTS Credit Lines and other commitments to lend • less than 1 year 2004 2003 Contract amount £000’s Credit equivalent amount £000’s Risk weight % Risk weighted amount £000’s Contract amount £000’s Risk weighted amount £000’s 5,185 29,768 4,602 15,143 100% 100% 4,602 15,143 4,805 38,519 4,470 24,418 24,516 23,025 20% 4,605 27,009 4,304 219,518 – – – 247,631 – 25. Other Commitments Capital expenditure contracted for: By the Group and Bank 2004 £000’s 2003 £000’s Nil Nil Lease commitments At year end, annual commitments under non-cancellable operating leases were: 2004 £000’s Operating leases which expire – within 1 year – 1 to 5 years – over 5 years 17 671 102 –––––– 790 –––––– Group 2003 £000’s 2004 £000’s – 17 773 –––––– 790 –––––– 17 671 102 –––––– 790 –––––– Bank 2003 £000’s – 17 773 ––––– 790 ––––– 26. Segmental Analysis In the opinion of the Directors there is only one class of business and this is conducted entirely from the United Kingdom and Channel Islands. 21 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 27. Pension Pension benefits based on final pensionable salaries are available to the members of Bank Leumi (UK) Retirement Benefits Scheme, which is a defined benefit scheme with assets controlled by a Trustee and held separately from those of the Bank. With effect from 1 June 2000 the defined benefit scheme was closed to new entrants and a defined contribution section of the scheme was established for all new employees. The pension cost charged to profits and paid was £85,000 (2003: £43,000) which was equivalent to 10% of members’ pensionable salaries for the defined contribution section. With regard to the defined benefit scheme, formal actuarial valuations of the scheme, using the attained age method, are carried out triennially (or more frequently) by a professionally qualified actuary independent of the Bank, the latest being as at 1 January 2003. The market value of assets at that date was £15.2 million and was sufficient to cover 86% of the value of the accrued liabilities, which included all benefits for pensioners and deferred pensioners and the past service benefits of current employee members, allowing for expected future increases in pensionable salaries. After the valuation date but during 2003, scheme benefits were reduced and ongoing contributions of the Bank and the members were increased, including an additional special contribution from the Bank of £1.0 million, with the result that the market value of the assets was sufficient to cover 99% of the value of the revised accrued liabilities. The Banks ongoing contribution rate was increased from 10.9% to 15.0% during 2003. The regular cost for the Bank’s defined benefit scheme under SSAP24 was £398,000 (2003: £362,000). For the purposes of FRS17 a qualified independent actuary updated the results of the valuation to 31 December 2004 using the Projected Unit Valuation Method to obtain the figures in this disclosure note. At 31 December At 31 December 2004 2003 £000’s £000’s Total market value of assets Present value of scheme’s liabilities Deficit in the scheme Related deferred tax liability @ 30% Net Pension liability 19,213 (19,853) ——— (640) 17,760 (19,759) ——— (1,999) 192 ——— (448) ——— 600 ——— (1,399) ——— The value of the scheme’s liabilities has been determined by a qualified actuary based on the results of an actuarial valuation as at 31 December 2004, using the following assumptions: At 31 December At 31 December 2004 2003 Rate of increase in salaries Rate of increase in pensions payment Rate of revaluation of pensions in deferment Discount rate 4.00% 2.50% 2.50% 5.50% 4.00% 2.50% 2.50% 5.50% The assets of the scheme and the expected rates of return were: Equities Bonds Other (cash) Total market value of assets 22 Expected long term return Value at 31 Dec 2004 £000’s Expected long term return Value at 31 Dec 2003 £000’s 7.00% 5.50% 5.00% 11,642 7,415 156 ———— 19,213 ———— 7.00% 5.50% 5.50% 10,810 6,700 250 ———— 17,760 ———— Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 27. Pension – continued Amount charged to operating profit Current service cost Past service cost Settlements and curtailments Total operating charge Amount charged to other finance income Expected return on assets Interest on scheme liabilities Net return/(charge) Amount recognised in STRGL Actual less expected return on assets Experience gain/(losses) on liabilities Effect of change in assumptions on liabilities Actuarial gain/(loss) recognised in STRGL Movement in deficit during the year Deficit in scheme at start of year Current service cost Cash contribution Settlements & curtailments Other finance income Actuarial gain Deficit in scheme at year end History of experience gains and losses Difference between expected and actual returns on scheme assets: amount Percentage of pension assets at year end Experience gains/(losses) on scheme liabilities: amount Percentage of pension liabilities at year end Total gain/(loss) recognised in STRGL: amount Percentage of pension liabilities at year end Year ended 31 December 2004 £000’s Year ended 31 December 2003 £000’s 403 – – ——— 403 577 – (161) ——— 416 1,135 (1,083) ——— 52 1,129 (989) ——— 140 458 852 – ——— 1,310 971 (245) (528) ——— 198 (1,999) (403) 400 – 52 1,310 ——— (640) (3,271) (577) 1,350 161 140 198 ——— (1,999) 458 2% 971 5% 852 4% (245) (1%) 1,310 7% 198 1% 23 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments General The Bank’s main activities are: Banking – Lending, deposit taking, issuing of guarantees to third parties and activities in trade finance. Investments – Purchasing of debt securities and equities. Trading – In securities and equities, foreign exchange and derivatives. Financial instruments, which comprise loans and deposits, debt securities and equity shares, spot and forward foreign exchange contracts and derivatives are used to reduce risks arising from the Bank’s main activities. Derivatives as described in note 1k are used to hedge positions in the banking book to reduce foreign exchange, interest rate and equity risks. Trading in derivatives with customers is done on a matching basis with banking counterparties to cover all open positions and eliminate market risk. In addition, the Bank writes foreign exchange options covered by future foreign currency income flow. Debt securities are used to enhance the liquidity positions. In addition, debt securities are held as collateral against lending. Short term debtors and creditors are included in the disclosure in this note. Risks The Bank has an integrated risk management structure under the control of a Risk Control Manager, who is responsible for independently monitoring risk exposure. Outside of regulatory risk, the Bank faces three main risk areas; Credit Risk, Operational Risk and Market Risk. Under the Risk Management structure, committees have been established for each risk area which have the responsibility for recommending risk appetite and policy for approval by the Board and for ensuring that the Bank’s aggregate risk remains within the risk appetite set by the Board. Risk arising out of the Bank’s business is monitored daily, and the risk appetites are reviewed at regular intervals in light of prevailing market conditions. (i) Credit Risk – This is one of the primary risks inherent in bank lending. Credit risk can be defined as the risk that a borrower will not meet its obligations in relation to interest payments and loan repayments. The Bank’s general policy is to mitigate credit risk by evaluating in every case the credit quality of the borrower and separately to evaluate the quality of the collateral. The Credit Risk Management Committee (CRMC) is responsible for credit risk. The responsibility for the day to day management of credit risk lies with the Management and Account Officers within the Private Banking and the Commercial and Corporate Banking business sectors. Internal credit ratings and credit grades are used in the evaluation of credit risk. (ii) Operational Risk – Operational risk can be defined as the risk of loss resulting from inadequate or failed internal processes, people or systems, or from external events. The Operational Risk Management Committee (ORMC) is responsible for operational risk, and assesses the implications of all operational issues and operational volumes. Responsibility for the day to day management of operational risk lies with the management of the Bank’s operational departments. Risk Control Department and Finance Department monitor certain transactions on a daily basis and Internal Audit conduct regular reviews of the Bank’s systems of control. (iii) Market Risk – relates to those risks inherent in the treasury operations of the Bank and those arising from the use of financial instruments. The Market Risk Management Committee (MRMC) is responsible for market risk. The Treasurer and Chief Dealer are responsible for the day to day management for market risk which includes liquidity risk, interest rate risk and exchange rate risk. Liquidity Risk – Liquidity risk can be defined as the risk that a bank could have difficulty in realising assets or raising funds in order to meet cash demands which will force the Bank to sell assets at a loss. 24 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued The Bank’s general policies related to liquidity risk are to hold sufficient cash and marketable assets to match future cashflows from maturing assets and to have a diversified deposit base in terms of maturities and counterparties. The liquidity risk is monitored regularly by Finance Department which uses the ratio of net assets divided by the total deposits within time bands of 0 to 8 days and 8 days to 1 month. As at 31 December 2004 the ratios for the above bands were +25% and +11% respectively compared with limits of 0% and -5% respectively. As at 31 December 2003 the ratios for the above bands were +22% and -1% respectively. Interest Rate Risk – Interest rate risk can be defined as the risk that arises from re-pricing mismatches in the Bank’s books in an unstable interest rate period. The Bank’s general policy in relation to interest rate risk is to impose strict limits on re-pricing mismatches which will reduce possible losses. Finance Department monitors interest rate sensitivity gap analysis on a regular basis and calculates the possible loss in the event of 1% movement in interest rates. The gap analysis is monitored compared to limits imposed by the MRMC for each re-pricing band and the total loss is monitored compared to a limit of 1.5% of the Bank’s capital. The gap analysis is monitored for each currency. Part of the Bank’s return on financial instruments is obtained from controlled mismatching of the dates on which the instruments mature or, if earlier, the dates on which interest receivable on assets and interest payable on liabilities are next reset to market rates. The tables below summarise the re-pricing mismatch in the Bank’s non-trading books as at 31 December 2004 and 31 December 2003. Items are allocated to time bands by reference to the earlier of the next contractual interest rate re-pricing date and the maturity date. Interest Rate Re-pricing 2004 Less than 3 months 3–6 6 months– months 1 year 1–5 years Over 5 years Non interest bearing Trading Book Total Assets Deposits with Banks Advances to Customers Securities Other Assets 177,615 486,853 114,277 – ——— 778,745 ——— 1,555 30,766 12,614 – ——— 44,935 ——— 784 47,123 10,790 – ——— 58,697 ——— – 3,167 24,893 – ——— 28,060 ——— – – – – ——— – ——— 2 – – 6,214 ——— 6,216 ——— – – 27,767 2,610 ——— 30,377 ——— 179,956 567,909 190,341 8,824 ——— 947,030 ——— 46,200 633,480 – – – (2,642) ——— Total Liabilities 677,038 ——— Off Balance Sheet Items 88,085 ——— Interest Rate Sensitivity Gap 189,792 ——— Cumulative Gap 189,792 1,816 50,187 – 4,829 – (1,318) ——— 55,514 ——— (35,999) ——— (46,578) ——— 143,214 514 84,317 – – – (3,563) ——— 81,268 ——— (36,167) ——— (58,738) ——— 84,476 – 6,016 – – – (19,710) ——— (13,694) ——— (15,919) ——— 25,835 ——— 110,311 – – – – – (534) ——— (534) ——— – ——— 534 ——— 110,845 – – 11,315 – 105,746 – ——— 117,061 ——— – ——— (110,845) ——— – – – 2,610 – – 27,767 ——— 30,377 ——— 48,530 774,000 13,925 4,829 105,746 – ——— 947,030 ——— Total Assets Liabilities Deposits from Banks Deposits from Customers Other Liabilities Loan Capital Shareholders’ Funds Internal Funding 25 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Interest Rate Re-pricing 2003 Less than 3 months 3–6 6 months– months 1 year 1–5 years Over 5 years Non interest bearing Trading Book Total Assets Deposits with Banks Advances to Customers Securities Other Assets Total Assets 178,824 460,707 77,317 – ——— 716,848 ——— 1,607 55,290 16,769 – ——— 73,666 ——— 812 – 6,117 – ——— 6,929 ——— – – 34,457 – ——— 34,457 ——— – – 7,057 – ——— 7,057 ——— 6 – 2 6,346 ——— 6,354 ——— – – 6,342 4,647 ——— 10,989 ——— 181,249 515,997 148,061 10,993 ——— 856,300 ——— 84,678 542,372 – – – (2,664) ——— 624,386 ——— 19,110 ——— 111,572 ——— 111,572 6,558 78,876 – 4,829 – (3,678) ——— 86,585 ——— 9,478 ——— (3,441) ——— 108,131 101 4,400 – – – – ——— 4,501 ——— – ——— 2,428 ——— 110,559 345 10,488 – – – – ——— 10,833 ——— (21,546) ——— 2,078 ——— 112,637 – – – – – – ——— – ——— (7,042) ——— 15 ——— 112,652 – – 17,864 – 101,142 – ——— 119,006 ——— – ——— (112,652) ——— – – – 4,647 – – 6,342 ——— 10,989 ——— 91,682 636,136 22,511 4,829 101,142 – ——— 856,300 ——— Liabilities Deposits from Banks Deposits from Customers Other Liabilities Loan Capital Shareholders’ Funds Internal Funding Total Liabilities Off Balance Sheet Items Interest Rate Sensitivity Gap Cumulative Gap A positive interest rate sensitivity gap exists when more assets than liabilities are re-priced during a given period. Although a positive gap position tends to benefit net interest income when interest rates are increased, the actual effect will depend on other factors including the extent to which repayments are made earlier or later than the contractual date and variations in interest rate sensitivity within re-pricing periods and among currencies. As at 31 December 2004 the total possible loss from movements in interest rates of 1% was £537,000 (2003: £205,200) compared to a loss limit of £1,630,100 (2003: £1,628,600) which is 1.5% of the Bank’s capital. Foreign Exchange Risk – Foreign exchange risk can be defined as the risk affecting open currency positions by fluctuations in exchange rates. The Bank’s general policy in relation to foreign exchange risk is to match all positions and limit the total net overnight open position to £2,500,000. Overall responsibility to manage foreign exchange risk lies with the Chief Dealer. Finance Department monitor foreign exchange positions daily and report to Executive Management. Structural Currency Exposure The Bank does not maintain material non-trading open currency positions other than in sterling. 26 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Transactional Currency Exposures The Bank’s transactional currency exposures in the non-trading book are non-structural exposures that give rise to the net currency gains and losses recognised in the profit and loss account. Such exposures comprise the non-trading monetary assets and liabilities of the Bank that are not denominated in sterling. Overall foreign exchange open positions are very low and represent minimal risk. As at 31 December 2004 the total open positions were £598,000 (2003: £447,000) of which £258,000 (2003: £310,000) was a long position and £340,000 (2003: £137,000) was a short position giving a net short open position of £82,000 (2003: £173,000). Out of the total net position the US Dollar open position was £55,000 (2003: £125,000). Derivatives The Bank holds derivatives for hedging purposes in the banking book. Derivatives sold to customers are classified as trading, the Bank closes all positions to eliminate market risk hence the positive fair value of trading derivatives purchased represents counterparty risk. Fair Values of Derivatives The fair value of a derivative contract represents the amount at which that contract could be exchanged in an arm’s length transaction, calculated at market rates current at the balance sheet date. Positive fair values arise where gross positive fair values exceed gross negative fair values on a contract by contract basis. This equates to a replacement cost. At 31 December 2004 and 31 December 2003 the notional principal amounts and fair values of trading and non-trading instruments entered into with third parties were as follows: Trading Fx options Interest rate caps Fx forwards Interest rate swaps Notional 2004 £000’s Principal 2003 £000’s 59,386 – 199,545 10,333 ——— 269,264 ——— 65,131 16,942 239,742 11,150 ——— 332,965 ——— Year end positive fair values 2004 2003 £000’s £000’s 945 – 1,503 162 ——— 2,610 ——— 1,438 – 2,965 244 ——— 4,647 ——— Year end negative fair values 2004 2003 £000’s £000’s 945 – 1,503 162 ——— 2,610 ——— 1,438 – 2,965 244 ——— 4,647 ——— For traded contracts, book values equal fair values, which are reported as part of other assets and other liabilities in notes 17 and 20. Non Trading Interest rate swaps Forward rate agreements Notional Principal 2004 £000’s Year end positive fair values 2004 £000’s Year end positive book values 2004 £000’s Year end negative fair values 2004 £000’s Year end negative book values 2004 £000’s 74,321 64,583 ——— 138,904 ——— – 1 ——— 1 ——— – – ——— – ——— 1,678 21 ——— 1,699 ——— 570 – ——— 570 ——— 27 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Non Trading Interest rate swaps Forward rate agreements Notional Principal 2003 £000’s Year end positive fair values 2003 £000’s Year end positive book values 2003 £000’s Year end negative fair values 2003 £000’s Year end negative book values 2003 £000’s 64,412 29,548 ——— 93,960 ——— 14 5 ——— 19 ——— – – ——— – ——— 3,342 1 ——— 3,343 ——— 828 – ——— 828 ——— Total positive and negative book values are part of the accrued interest of the hedged items. Maturity Analysis of Derivatives At 31 December 2004 and 31 December 2003 the notional principal amounts and replacement cost, by residual maturity, of the Bank’s trading and non-trading derivatives were as follows: Exchange rate contracts Notional principal Replacement cost Interest rate contracts Notional principal Replacement cost Exchange rate contracts Notional principal Replacement cost Interest rate contracts Notional principal Replacement cost 28 One year or less 2004 £000’s One to five years 2004 £000’s Over five years 2004 £000’s Total 2004 £000’s 258,225 2,420 706 28 – – 258,931 2,448 98,792 1 50,445 162 – – 149,237 163 One year or less 2003 £000’s One to five years 2003 £000’s Over five years 2003 £000’s Total 2003 £000’s 304,873 5,081 – – – – 304,873 5,081 65,300 19 49,710 244 7,042 – 122,052 263 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Counterparty Risk Analysis The total of positive and negative fair values arising on trading derivatives at the balance sheet date have been netted where the Bank has a legal right of offset with the relevant counterparty. Total positive fair values after netting equates to net replacement cost which is regarded as the maximum credit exposure. All exchange-traded instruments are subject to cash requirements under the standard margin arrangements applied by the individual exchanges. Such instruments are not subject to significant credit risk. At 31 December 2004 and 31 December 2003 the net replacement costs by counterparty of the Bank’s trading and non-trading derivatives were as follows: 2004 £000’s 1 – ——— 1 ——— Net replacement cost Financial institutions Non financial institutions 2003 £000’s 19 – ——— 19 ——— The potential risk exposure for each product equals net replacement cost as reduced by the fair value of collateral provided by the counterparty. At 31 December 2004 and 31 December 2003 the potential credit risk exposures in respect of the Bank’s trading and non-trading derivatives equal the net replacement cost as specified in the fair values table. Gains and Losses The net gain from trading in financial assets and financial liabilities shown in the profit and loss account for the year ended 31 December 2004 includes interest receivable from loans and advances to banks and customers of £32.2million (2003: £25.8 million) and interest payable on deposits by banks and customer accounts of £20.9 million (2003: £15.6 million). Profits from financial instruments can be analysed as follows: 2004 Foreign exchange contracts Interest rate contracts Debt securities Equities and other trading 2003 Foreign exchange contracts Interest rate contracts Debt securities Equities and other trading Net interest Trading income and Profits other income £m £m Dealing Profits £m Total £m – – – – ——— – ——— – – 4.0 – ——— 4.0 ——— 2.6 0.1 – – ——— 2.7 ——— 2.6 0.1 4.0 – ——— 6.7 ——— Trading Profits £m Net interest income and other income £m Dealing Profits £m Total £m – – – 5.0 ——— 5.0 ——— – – 4.0 – ——— 4.0 ——— 2.3 – – – ——— 2.3 ——— 2.3 – 4.0 5.0 ——— 11.3 ——— 29 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Hedging Non-trading derivatives, used by the Bank to hedge exposures in its banking book, are measured on an accruals basis, consistent with the assets, liabilities or positions being hedged. The gains and losses on these instruments (arising from changes in fair value) are not recognised in the profit and loss account immediately they arise. When the hedge transaction occurs, the gain or loss is recognised in the profit and loss account at the same time as the hedge item. Where non-trading derivatives are reclassified as trading or where non-trading derivatives are terminated prior to the end of the life of the asset, liability, position or cashflow being hedged, they are measured at fair value. Any gains or losses are deferred and amortised into interest income or expense over the remaining life of the item previously being hedged. The tables below summarise the unrecognised gains and losses on hedges at 31 December 2004 and 31 December 2003 and the movement therein during the year. Total net Gains Losses Gains/(Losses) 2004 £000’s £000’s £000’s Unrecognised gains & losses on hedges as at 1 January 2004 Of which recognised in the year to 31 December 2004 Gains & losses arising before 1 January 2004 not recognised in the year to 31 December 2004 Gains & losses arising in the year to 31 December 2004 not recognised in that year. Unrecognised gains & losses on hedges at 31 December 2004 Of which expected to be recognised in the year to 31 December 2005 2003 Unrecognised gains & losses on hedges as at 1 January 2003 Of which recognised in the year to 31 December 2003 Gains & losses arising before 1 January 2003 not recognised in the year to 31 December 2003 Gains & losses arising in the year to 31 December 2003 not recognised in that year. Unrecognised gains & losses on hedges at 31 December 2003 Of which expected to be recognised in the year to 31 December 2004 19 (19) 3,343 (1,726) (3,324) 1,707 – 1,617 (1,617) 1 ——— 1 ——— 1 82 ——— 1,699 ——— 751 (81) ——— (1,698) ——— (750) Gains £000’s Losses £000’s Total net Gains/(Losses) £000’s 39 (32) 5,858 (2,003) (5,819) 1,971 7 3,855 (3,848) 12 ——— 19 ——— 19 (512) ——— 3,343 ——— 1,726 524 ——— (3,324) ——— (1,707) Where a non-trading derivative no longer represents a hedge because either the underlying non-trading asset, liability or position has been derecognised, or transferred into a trading portfolio, or the effectiveness of the hedge has been undermined, it is restated at fair value and any resultant gains or losses taken directly to the profit and loss account. No gains or losses were recognised in the year to 31 December 2004 (2003: nil). 30 Bank Leumi (UK) plc and subsidiaries Notes to the Accounts continued 28. Financial Instruments – continued Fair Values The only on-balance sheet financial instruments held in the non-trading book for which there are readily obtainable market prices are debt securities and equity shares. Fair values for these instruments are provided in notes 13 and 14. The fair values for all trading and non-trading derivatives are provided above. 29. Ultimate Parent Company The Bank is a subsidiary undertaking of Bank Leumi le-Israel B.M., which is incorporated in Israel. The smallest group in which they are consolidated is that headed by Bank Leumi le-Israel B.M. The consolidated accounts of these groups are available to the public and may be obtained from the Head Office in Israel at P.O. Box 2, 24-32 Yehuda Halevi Street, Tel Aviv 65546, Israel. 31 Bank Leumi (UK) plc and subsidiaries Independent Auditors’ Report to the Members of Bank Leumi (UK) plc We have audited the financial statements on pages 7 to 31. This report is made solely to the Bank’s members, as a body, in accordance with section 235 of the Companies Act 1985. Our audit work has been undertaken so that we might state to the Bank’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Bank and the Bank’s members as a body, for our audit work, for this report, or for the opinions we have formed. Respective Responsibilities of Directors and Auditors The directors are responsible for preparing the directors' report and, as described on page 6, the financial statements in accordance with applicable United Kingdom law and accounting standards. Our responsibilities, as independent auditors, are established in the United Kingdom by statute, the Auditing Practices Board and by our profession's ethical guidance. We report to you our opinion as to whether the financial statements give a true and fair view and are properly prepared in accordance with the Companies Act 1985. We also report to you if, in our opinion, the directors' report is not consistent with the financial statements, if the Bank has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors' remuneration and transactions with the Bank is not disclosed. We read the other information accompanying the financial statements and consider whether it is consistent with those statements. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Basis of Audit Opinion We conducted our audit in accordance with Auditing Standards issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the Group's circumstances, consistently applied and adequately disclosed. We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements. Opinion In our opinion the financial statements give a true and fair view of the state of affairs of the Bank and the Group as at 31 December 2004 and of the profit of the Group for the year then ended and have been properly prepared in accordance with the Companies Act 1985. KPMG Audit Plc Chartered Accountants Registered Auditor London 21 February 2005 32 Bank Leumi (UK) plc and subsidiaries Notice to Shareholders of Annual General Meeting Notice is hereby given that the Forty Fifth Annual General Meeting of the Company will be held at 20, Stratford Place, London W1C 1BG on Monday, 18 April 2005 at 2.00pm for the following purposes namely: Agenda 1. To receive, consider and adopt the report of the Directors and Statement of Accounts for the year ended 31 December 2004 and the report of the Auditors thereon. 2. To elect and re-elect Directors. The Directors retiring in rotation in accordance with the Company’s Articles are Mr. J. M. Greenwood, Mr. E. Raff and Dr. E. Shapira. Mr. E. Raff and Dr. E. Shapira, both of whom are eligible, offer themselves for re-election. The Director appointed by the Board during the year and retiring in accordance with the company’s Articles of Association is Mr. B. Lederman who being eligible offers himself for re-election. Additional Directors appointed by the Board on 21 February 2005 and retiring in accordance with the Company’s Articles of Association are Mrs. L. J. Secretan and Mr. C. E. Cumberland, both of whom being eligible offer themselves for re-election. 3. To approve the ordinary remuneration of the Directors. 4. To re-appoint KPMG Audit Plc as auditors of the Company to hold office for a period prescribed by Section 384(1) of the Companies Act 1985 and to resolve that their remuneration be determined by the Directors. 5. To consider and, if thought fit, pass the following resolution which will be proposed as a Special Resolution:“THAT Article 97 of the Articles of Association is called Article 97 (A) and a new Article 97 (B) is added to read as follows:A meeting of the Directors may be held by any means of communication; each Director in the communication is deemed to be present at a meeting of the Directors, provided only that each Director can hear what is said by any other of the Directors participating in the communication.” 6. To approve the payment of a proposed final dividend of 46 pence per share payable on 26 April 2005. By Order of the Board Naomi Hillel Company Secretary 21 February 2005. 20, Stratford Place London W1C 1BG NOTE A member entitled to attend and vote may appoint one or more proxies to attend and, on a poll, vote on his behalf. A proxy need not be a member of the Company. Forms of proxy should be sent to the Company’s Registrars, Capita Registrars (Proxies), P.O. Box 25, Beckenham, Kent BR3 4BR, to arrive not later than 48 hours before the time appointed for the holding of the General Meeting. 33 Bank Leumi (UK) plc and subsidiaries The Israeli Economy in 2004 Economic Growth Ongoing recovery in economic activity was evident in 2004. In late December 2004, the Central Bureau of Statistics (CBS) published its updated 2004 estimates for GDP growth and other national account components. The highlight of the update was an increase in the 2004 GDP growth estimate, from 4.0% to 4.2%. The increase is attributable to the business sector, which grew by an estimated 6.0% in 2004, some 0.5% more than originally forecast. Export growth was the main driver of business sector growth in 2004. Exports of goods and services rose by 14.2% in 2004. This increase reflects a 13.3% increase in the export of goods and a 15.5% increase in the exports of services. Among the branches contributing to service sector export growth was the export of tourism services, which expanded by 30% in 2004. Third quarter 2004 data indicated a significant decline in the unemployment rate to approximately 10.2%. This is the first positive significant change in the labour market since the beginning of the economic downturn in the last quarter of 2000. Inflation, the Exchange Rate and Monetary Policy The CPI index rose by 1.2% in 2004, in line with the price stability target range set by the government of 1-3%. During 2004 the shekel appreciated by 1.6% against the US dollar. The appreciation of the shekel is attributable to the weakness of the dollar in world markets. Against the currency basket, which tends to filter out much of the cross-rate impact, the shekel depreciated slightly in 2004 by 0.8%. This reflects modest depreciation rates against the non-US dollar currencies included in the basket, namely: the Euro – 6.2% depreciation, the UK pound – 5.8% depreciation and 2.6% against the Japanese yen. The Bank of Israel’s interest rate, which stood at 5.2% in December 2003, and was lowered to 4.1% in April 2004, has since remained unchanged until late November, at which point an additional cut was made bringing the interest rate to 3.9% in December 2004. The interest rate reduction was explained by the Bank of Israel’s view that developments in inflation, FX market and the budget enable maintaining price stability with a lower interest level. Foreign Trade The import of goods into Israel amounted to approximately US$40.5 billion in 2004, and exports amounted to approximately US$33.7 billion. Thus, Israel’s trade deficit amounted to approximately US$6.8 billion, about US$1 billion more than in 2003. (In nominal $ terms). 34 The impact of the rapid pace of global growth, especially in the high technology sectors in which Israel has a comparative advantage, was particularly notable in 2004. The Israeli Capital Market in 2004 The Public’s Financial Assets The public’s portfolio of financial assets amounted to approximately NIS 1,513 billion at the end of 2004, representing an increase of some NIS 146 billion (approximately 10.7%) compared to the value at the end of 2003. About two-thirds of the increase in the value of the portfolio stems from an increase in the value of shares in Israel and abroad, primarily against the background of price gains on the stock market, but also due to an increase in new issues on the securities market. Hence, the proportion of shares in the public’s portfolio of financial assets reached approximately 24.9%, a level which last occurred in 2000. The Stock Market The Tel-Aviv Stock Exchange (TASE) continued to post gains in 2004. The TA-100 index of the most actively traded shares rose by 19% in 2004, and the TA-25 index of blue chip shares rose 23%. The small cap “Yeter” index, which includes those shares not included in the TA-100 index, rose by 32.2% in all of 2004. The Tel-Tech index of high technology shares rose by 16% in 2004. The rise of the Tel Aviv Stock Exchange was especially notable during the last two months of 2004. This was affected by expectations for an improvement in Israel's credit rating. These expectations started to materialize in early 2005 when the S&P international credit rating agency announced that it had changed its rating outlook on Israel from “negative” to “stable”. In the geo-political realm, the election of Mr Mahmoud Abbas to the position of chairman of the Palestinian Authority (PA), and the stability within the political system of the PA were accepted as positive events by investors. In addition to the increase in share prices, there was also a significant increase in turnover recorded compared to 2003. An international comparison shows that the Tel Aviv Stock Exchange (TASE) was exceptional during the last year with an impressive increase in trading levels of shares, compared to most other large stock markets around the world. This apparently indicates, among other things, that investors believe there exists the potential to achieve high returns in Israel, taking into consideration of course the level of risk involved in investments. Bank Leumi (UK) plc and subsidiaries For further information on Bank Leumi (UK) plc Banking and Financial Services please contact: Treasury & Private Banking Commercial & Corporate Banking Finance & Operations Foreign Exchange & Treasury Products Commercial Banking & Media Finance Finance & Control Perry Asforis 020 7907 8004 Robert Sherr 020 7907 8169 Yehuda Shamir 020 7907 8123 Israel Related Business Operations & IT Services Shaul Shneider 020 7907 8182 Nigel Brigden 020 7907 8171 Martin Leslie 020 7907 8142 Private Banking Tim Pereira 020 7907 8088 Christopher Barratt 020 7907 8072 Itay Cohen 020 7907 8177 Ruth Downie 020 7907 8180 Property Finance David Griffiths 020 7907 8116 Malcolm Bloom 020 7907 8184 Alan Morhaim 020 7907 8006 International Banking Services Barbara Chapman 020 7907 8193 Northern Office Charged Securities International Trade Services Patricia Broadley 0161 832 8995 Blackfriars House Parsonage Manchester M3 2JA Telephone 0161 832 8995 Facsimile 0161 833 3627 Jonathan Ragol-Levy 020 7907 8197 Cyril Eden 020 7907 8189 Leumi Overseas Trust Corporation Ltd 34 Hilgrove Street St Helier Jersey JE4 5ZN Channel Islands Telephone 01534 639486 Facsimile 01534 639487 Human Resources Leumi Bank & Trust Company (Channel Islands) Ltd PO Box 510, 27 Hill Street St Helier Jersey JE4 5TR Channel Islands Telephone 01534 702525 Facsimile 01534 702570 Richard Guillaume Managing Director 01534 702574 David Cooper Director Banking Services 01534 702575 Michelle Perry 020 7907 8160 Bank Leumi (Jersey) Ltd 47-49 La Motte Street Jersey JE4 5UL Channel Islands Telephone 01534 617445 Facsimile 01534 617446 John Germain Assistant Director Trust & Company Adminstrator 01534 702530 35 Bank Leumi (UK) plc and subsidiaries The Bank Leumi le-Israel Group International Addresses ISRAEL Bank Leumi le-Israel B.M. 24-32 Yehuda Halevi Street, Tel Aviv 65546 Telephone 972 3 514 8111 Facsimile 972 3 514 8656 Leumi Bank & Trust Company (Channel Islands) Ltd. PO Box 510, 27 Hill Street, St. Helier Jersey JE4 5TR Telephone 44 (0) 1534 702525 Facsimile 44 (0) 1534 702570 Leumi Global Private Banking Division Tel Aviv 35 Yehuda Halevi Street, Tel Aviv 65546 Telephone 972 3 514 7717 Facsimile 972 3 514 9602 Subsidiary banking companies The Bank Leumi Group has 24 subsidiaries in Israel including: Leumi & Co. Investment House Ltd. 25 Kalisher Street, Tel Aviv 65165 Telephone 972 3 514 1212 Facsimile 972 3 514 1275 Bank Leumi le-Israel Trust Company Ltd. 8 Rothschild Boulevard, Tel Aviv 66881 Telephone 972 3 517 0777 Facsimile 972 3 517 0770 Psagot-Ofek Securities & Investments Ltd. 14 Ahad Ha’am Street, Tel Aviv 65142 Telephone 972 3 796 8888 Facsimile 972 3 796 8889 EUROPE UNITED KINGDOM Bank Leumi (UK) plc 20 Stratford Place, London W1C 1BG Telephone 44 (0) 20 7907 8000 Facsimile 44 (0) 20 7907 8001 www.bankleumi.co.uk Northern Office Blackfriars House, Parsonage Manchester M3 2JA Telephone 44 (0) 161 832 8995 Facsimile 44 (0) 161 833 3627 SWITZERLAND Bank Leumi le-Israel (Switzerland) Zurich Claridenstrasse 34, 8022 Zurich Telephone 41 1 207 9111 Facsimile 41 1 207 9100 Geneva 80 Rue du Rhone, 1211 Geneva 3 Telephone 41 22 318 3555 Facsimile 41 22 310 8318 LUXEMBOURG Bank Leumi (Luxembourg) S.A. 6D, Route de Treves, L-2633 Senningerberg, Luxembourg Telephone 352 346 390 Facsimile 352 346 396 USA Bank Leumi USA 579 Fifth Avenue, New York, NY 10017 Telephone 1 917 542 2343 Facsimile 1 917 542 2254 Telex 62856 www.bankleumiusa.com 2 branches in New York City, 1 branch in Grand Cayman California Beverly Hills 8383 Wilshire Boulevard, Suite 400, Beverly Hills, CA 90211 Telephone 1 323 966 4700 Facsimile 1 323 966 4245 CHANNEL ISLANDS Illinois Chicago 100 North Lasalle St, Chicago, IL 60602 Telephone 1 312 781 1800 Facsimile 1 312 781 9469 Bank Leumi (Jersey) Ltd. PO Box 528, 47-49 La Motte Street Jersey JE4 5UL Telephone 44 (0) 1534 617445 Facsimile 44 (0) 1534 617446 Florida Miami 800 Brickell Avenue, Suite 1400, Miami, FL 33131 Telephone 1 305 377 6500 Facsimile 1 305 377 6544 Leumi Overseas Trust Corporation Ltd. PO Box 658, 34 Hilgrove Street, St. Helier Jersey JE4 5ZN Telephone 44 (0) 1534 639486 Facsimile 44 (0) 1534 639487 Bank Leumi Group has representative offices in Argentina, Australia, Brazil, Canada, Chile, France, Germany, Hong Kong, Mexico, South Africa and Venezuela. website: www.bankleumi.com 36
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