ISRAEL CORPORATION LIMITED 
By This is an English convenience translation of the original Hebrew report. In case of any discrepancy, the binding version is the Hebrew original.
Israel Corp. LtdIsrael Corp. Ltd
Millennium Tower, 23 Aranha Street P.O. Box
20456 Tel Aviv 61204 Israel
Tel.: (03) 6844517 Fax: (03) 6844587
Advocate Maya Alcheh-Kaplan
Vice President
General Counsel and Company Secretary
TO:
The Israeli Securities Authority The Tel Aviv Stock Exchange Ltd. Through the magna systemThrough The Magna System
November 27, 2012
Dear Sirs,
Convening of a Special Annual General Meeting
In accordance with the Securities Regulations (Periodic and Immediate Reports), 5730 - 1970 (hereinafter: the "Immediate Reports Regulations") and the Companies Law, 5759 - 1999 (hereinafter: the "Companies Law") and the regulations enacted pursuant thereto, the Israel Corporation Ltd. (hereinafter: the "Company") hereby gives notice that an annual general meeting of the shareholders of the Company shall be convened on Tuesday, December 11, 2012, at 10:00 a.m., at the Company's offices, at 23 Aranha St., Millennium Tower, Tel Aviv.
1. The Items on the Meeting's Agenda
1.1 Inspection of the Periodic Report for 2011: A discussion of the Company's audited financial statements and of the Board of Directors' Report on the State of the Company's Affairs for the year ended December 31, 2011.
1.2 Appointment of Auditors: The reappointment of the Company's auditors and the authorization of the Company's Board of Directors to determine their fees.
Draft of the Proposed Resolution: "To appoint the accountants from the accounting firm of Somekh Chaikin (KPMG) as the Company's auditors for the year 2012, and, in accordance with the Company's Articles, the Board of Directors shall be authorized to determine their fees".
1.3 Appointment of Directors: The appointment of the incumbent directors of the Company for an additional term in office as directors of the Company, with the exception of the outside directors who shall continue to serve up until the end of
the period of their statutory term in office. The vote regarding each candidate to serve as a director shall be conducted separately. The candidates' signed declarations to serve as directors of the Company, in accordance with the provisions of section 224B of the Companies Law, are attached herewith as Appendix Ato this Report.
The directors who are candidates for an additional term in office shall continue to be entitled to terms of office identical to those constituting standard practice at the Company in relation to directors serving by virtue of the decisions of the competent organs of the Company, including annual remuneration and remuneration for participation, in the maximum amount as set forth in the Companies Regulations (Rules Regarding Remuneration and Expenses for an Outside Director), 5760 - 2000 (hereinafter: the "Remuneration Regulations"), taking into consideration the Company's rank and the director's classification as an "expert director" who is entitled to an "expertise supplement", as set forth in Regulation 5A of the Remuneration Regulations. In addition, the directors serving at the Company are also entitled to indemnity and release, and also to insurance coverage (hereinafter, collectively: the "Standard Terms of Office")1. Without derogating from the foregoing, the chairman of the Board of Directors, Mr. Amir Elstein, shall be entitled to remuneration in accordance with the employment agreement with him, as set forth in the Company's reports dated August 31, 2010, and September 16, 20102, and subject to the approval of the meeting convened pursuant to this Report for the proposed compensation as set forth in section 1.4 of this Report.
It shall be noted that from among the directors who are candidates for an additional term in office, the Messrs. Ron Moskovitz, Aviad Kaufman and Yoav Doppelt are deemed to be "employed directors", so that the directors' remuneration to which they are entitled shall be transferred, by virtue of the resolution of the General Meeting of the Shareholders of the Company dated May 8, 2012 (Reference: 2012-01-119934), to the "employing corporations", as these terms are
1 For details regarding the approval of Mr. Idan Ofer's entitlement to directors' remuneration, see the Company's report in accordance with the Companies Regulations (Relief in Transactions with Interested Parties), 5760 - 2000, dated October 30, 2011 (Reference: 2011-01-310548).
2 References: 2010-01-606444 and 2010-01-623115, respectively.
defined in the Company's report dated March 29, 2012 (Reference: 2012-01-
084843), which is included herein by way of reference.
For the details required in accordance with Regulation 36B(a)(10) of the Immediate Reports Regulations regarding the incumbent members of the Board of Directors who are candidates for an additional term in office, please see the details regarding the said directors which were included in Article 26 of the Fourth Part (Additional Details on the Corporation) of the Company's Periodic Report for
2011, dated March 29, 2012, and also Chapter 7 of the Shelf Prospectus which was published by the Company on May 30, 2012 (Reference 2012-01-139776), which are included herein by way of reference. Below is an update of the said details with regard to the following directors:
